Washington, D.C. 20549
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Semiconductor Manufacturing International Corporation
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Date: March 19, 2019
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By:
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/s/ Dr. Gao Yonggang
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Name:
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Dr. Gao Yonggang
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Title:
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Executive Director, Chief Financial Officer and Joint Company Secretary
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2
Hong Kong
Exchanges
and
Clearing Limited
and The
Stock
Exchange
of
Hong
Kong
Limited
take
no
responsibility
for the
contents
of
this
announcement,
make
no
representation
as to
its
accuracy
or
completeness
and
expressly disclaim
any
liability
whatsoever
for any
loss
howsoever
arising from
or in
reliance
upon
the
whole
or
any
part
of
the
contents
of
this
announcement.
Semiconductor Manufacturing International
Corporation
中 芯 國 際 集 成 電 路 製 造 有 限 公 司
*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 981)
CONTINUING CONNECTED TRANSACTIONS — REVISION OF EXISTING INTERNAL DEPOSIT SERVICES ANNUAL CAPS OF CENTRALISED FUND MANAGEMENT AGREEMENTS
OF SMSC AND SMNC
The
Company announces
that
on 19
March 2019,
the
Company
and
its
subsidiaries,
SMIC
Beijing
and
SMSC, entered into
the
SMSC
Amendment Agreement
to
revise
the
Existing
SMSC
Internal Deposit Services
Annual Caps
as
set out
in
the
SMSC
Centralised
Fund
Management Agreement
for the
years ending
31
December
2019
and
31
December
2020,
respectively.
The
Company further announces
that
on 14
February
2019,
the
Directors
(including
the
independent non-executive Directors) approved
the
revision
of
the
Existing
SMNC
Internal Deposit Services
Annual Caps
as
set out
in
the
SMNC
Centralised
Fund
Management
Agreement
for
the
years
ending
31
December
2019,
31
December
2020
and 31 December 2021, respectively.
In
view
of
the
increasing balance
of
cash
and
cash
equivalent
of
each
of
SMSC
and
SMNC, being
the
service
recipients
of
the
internal deposit
services
provided
by
SMIC
Beijing,
the
Company expects
that
the
Existing
SMSC
Internal Deposit
Services
Annual Caps
and the
Existing
SMNC
Internal Deposit Services
Annual Caps will
not
be
sufficient
to
meet
the
increasing
need
for
internal deposit services
of
each
of
SMSC
and
SMNC.
The
Company
has
therefore proposed
to
revise
the
Existing
SMSC
Internal Deposit Services
Annual
Cap and the
Existing
SMNC
Internal
Deposit
Services
Annual Caps with
the
Revised
SMSC
Internal
Deposit
Services
Annual Caps
and the
Revised
SMNC
Internal Deposit Services
Annual
Caps.
3
The
SMSC
Internal Deposit Services
and
SMNC
Internal Deposit Services
which
are
provided
by
SMIC
Beijing
to
SMSC
and
SMNC
respectively pursuant
to
the
Centralised
Fund
Management Agreements constitute continuing
connected
transactions
by
way
of
financial assistance received
by
SMIC
Beijing
from
a
connected person. Pursuant
to
Rule 14A.90
of
the
Listing
Rules,
as
the
SMSC
Internal Deposit Services
and
SMNC
Internal Deposit Services
are
conducted
on
normal
commercial
terms
and are not
secured
by
the
assets
of
the
Group,
the
provision
of
such services
is
fully exempt from
the
reporting, announcement
and/or
the
Independent
Shareholders’
approval
requirements
under
the
Listing
Rules.
CENTRALISED
FUND
MANAGEMENT AGREEMENT
WITH
SMSC
Background
Reference is made to the announcement of the Company dated 13 July 2018 (as supplemented on 19 September 2018) and the circular of the Company dated 22 October 2018 in respect of the SMSC Continuing Connected Transactions contemplated under the SMSC Centralised Fund Management Agreement.
On 19 March 2019, the Company and its subsidiaries, SMIC Beijing and SMSC, entered into the SMSC Amendment Agreement to revise the Existing SMSC Internal Deposit Services Annual Caps.
Amendment Agreement Date
19 March 2019
Parties
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(ii)
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SMIC
Beijing,
a
wholly-owned subsidiary
of
the
Company;
and
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(iii)
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SMSC,
a
subsidiary
of
the
Company.
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Subject Matter
Pursuant
to
the
SMSC
Amendment Agreement,
the
parties
have agreed
to
revise
the
Existing
SMSC
Internal Deposit Services
Annual Caps
as
set out
in
the
SMSC Centralised
Fund
Management Agreement
such that
the
maximum
annual
transaction
value
for the
internal deposit services provided
by
SMIC
Beijing
to
SMSC
contemplated
under
the
SMSC
Centralised
Fund
Management Agreement
shall
be
adjusted
from
4
US$2,000 million
(or its
equivalent
in
other
curr
encies)
for the
years ending
31
December
2019
and
2020,
respectively,
to
US$3,500 million
(or its
equivalent
in
other
currencies)
for
the
years
ending
31
December
2019
and
2020,
respectively.
Save
for the
revision
set out
above,
all
other terms
of
the
SMSC
Centralised
Fund
Management Agreement
remain
unchanged
and the
SMSC
Centralised
Fund
Management Agreement remains
valid
and
enforceable.
Reasons
for and
benefits
of
the
Revised
SMSC
Internal Deposit Services
Annual
Caps
In
compliance
with
the
Listing
Rules,
the
Company
has
been
monitoring
the
SMSC Continuing Connected Transactions.
In
view
of
the
increasing balance
of
cash
and
cash
equivalent
of
SMSC, being
the
service
recipient
of
the
internal deposit services
provided
by
SMIC
Beijing,
the
Company expects
that
the
Existing
SMSC
Internal Deposit
Services
Annual Caps will
not
be
sufficient
to
meet
the
increasing
need
for
internal
deposit
services
of
SMSC.
The
Company
has
therefore proposed
to
revise
the
Existing SMSC Internal Deposit Services
Annual
Cap
with
the
Revised
SMSC
Internal
Deposit
Services
Annual
Caps.
The Revised SMSC Internal Deposit Services Annual Caps have been determined by the Company on the same basis as that in respect of the Existing SMSC Internal Deposit Services Annual Caps as set out in the circular of the Company dated 22 October 2018.
As at the date of this announcement, the Company confirms that the existing annual caps for the SMSC Continuing Connected Transactions are not exceeded.
CENTRALISED
FUND
MANAGEMENT AGREEMENT
WITH
SMNC
Background
Reference
is
made
to
the
announcement
of
the
Company
dated
29
November
2018
and
the
circular
of
the
Company dated
21
December
2018
in
respect
of
the
Continuing Connected Transactions
in
relation
to
the
SMNC
Centralised
Fund
Management Agreement.
Subject Matter
The
Company announces
that
on 14
February
2019,
the
Directors (including
the
independent non-executive Directors)
have
approved
the
revision
of
the
Existing
SMNC
Internal Deposit Services
Annual Caps such that
the
maximum
annual
transaction
value
for the
internal deposit services provided
by
SMIC
Beijing
to
SMNC
contemplated
under
the
SMNC
Centralised
Fund
Management Agreement
shall
be
adjusted
from US$2,000
million
(or its
equivalent
in
other
currencies)
for the
years ending
31
December 2019,
2020
and
2021,
respectively,
to
US$3,500
million
(or its
equivalent
in
other
currencies)
for the
years ending
31
December
2019, 2020
and
2021,
respectively.
5
Save
for the
revision
set out
above,
all
other te
rms
of
the
SMNC
Centralised
Fund
Management Agreement
remain
unchanged
and the
SMNC
Centralised
Fund
Management Agreement remains
valid
and
enforceable.
Reasons for and benefits of the Revised SMNC Internal Deposit Services Annual Caps
In
compliance
with
the
Listing
Rules,
the
Company
has
been
monitoring
the
SMNC
Continuing Connected Transactions.
In
view
of
the
increasing balance
of
cash
and
cash
equivalent
of
SMNC, being
the
service recipient
of
the
internal deposit services provided
by
SMIC
Beijing,
the
Company expects
that
the
Existing
SMNC
Internal
Deposit
Services
Annual Caps will
not
be
sufficient
to
meet
the
increasing
need
for
internal deposit services
of
SMNC.
The
Company
has
therefore proposed
to
revise
the
Existing SMNC
Internal
Deposit
Services
Annual
Cap
with
the
Revised
SMNC
Internal
Deposit
Services
Annual
Caps.
The Revised SMNC Internal Deposit Services Annual Caps have been determined by the Company on the same basis as that in respect of the Existing SMNC Internal Deposit Services Annual Caps as set out in the circular of the Company dated 21 December 2018.
As at the date of this announcement, the Company confirms that the existing annual caps for the SMNC Continuing Connected Transactions are not exceeded.
LISTING RULES IMPLICATIONS
China
IC
Fund holds
approximately
15.81% equity
interest
in
the
Company through its wholly-owned subsidiary,
Xinxin
(Hongkong)
Capital Co.,
Limited. Accordingly,
China
IC
Fund
is
a
connected
person
of
the
Company
at
the
issuer level under
the
Listing
Rules.
As at
the
date
of
this
announcement,
the
registered
capital
of
SMSC
is
held
as
to
approximately
50.1%
and 27%
by
the
Group
and
China
IC
Fund,
respectively;
and
the
registered
capital
of
SMNC
is
held
as to
approximately
51% and 32%
by
the
Group
and
China
IC
Fund,
respectively.
Each
of
SMSC
and
SMNC
is
therefore
a
connected
subsidiary
of
the
Company
as
defined
under Rule 14A.16
of
the
Listing
Rules
and
thus a
connected
person
of
the
Company
under
the
Listing
Rules.
The SMSC Internal Deposit Services and SMNC Internal Deposit Services which are provided by SMIC Beijing to SMSC and SMNC respectively pursuant to the Centralised Fund Management Agreements constitute continuing connected transactions by way of financial assistance received by SMIC Beijing from a connected person. Pursuant to Rule 14A.90 of the Listing Rules, as the SMSC Internal Deposit Services and SMNC Internal Deposit Services are conducted on normal commercial terms and are not secured by the assets of the Group, the provision of such services is fully exempt from the reporting, announcement and/or the Independent Shareholders’ approval requirements under the Listing Rules.
6
MATERIAL INTEREST
No
Director
is
considered
to
have
a
material interest
in
the
SMSC
Amendment Agreement
and the
Revised
Annual Caps which would have
required
the
Director
to
abstain
from voting
at
the
board
meeting authorizing
the
SMSC
Amendment
Agreement
and the
Revised
Annual
Caps.
INFORMATION
ABOUT
THE
PARTIES
Information on the Company and SMIC Beijing
The
Company
is
one
of
the
leading foundries
in
the
world,
is
Mainland China’s
largest
foundry
in
scale,
broadest
in
technology coverage,
and
most
comprehensive
in
semiconductor manufacturing services.
The
Company provides integrated circuit
(IC)
foundry
and
technology services
on
process
nodes from 0.35 micron
to 28
nanometer.
Headquartered
in
Shanghai,
China,
the
Company
has
an
international
manufacturing
and
service
base.
In
China,
the
Company
has a
300mm wafer
fabrication facility
(fab)
and a
200mm
fab
in
Shanghai;
a
300mm
fab and a
majority-owned
300mm
fab
for
advanced
nodes
in
Beijing;
200mm fabs
in
Tianjin
and
Shenzhen;
and a
majority-owned
joint-venture
300mm
bumping facility
in
Jiangyin; additionally,
in
Italy
the
Company
has
a
majority-owned
200mm fab.
The
Company
also
has
marketing
and
customer service offices
in the
U.S.,
Europe,
Japan,
and
Taiwan,
and a
representative
office
in
Hong
Kong. SMIC
Beijing
is
a
wholly
foreign-owned enterprise established
in
the PRC and a
wholly-owned subsidiary
of
the
Company.
Information on SMSC
SMSC
is
a Chinese
foreign
joint
venture established
by
SMIC
Holdings
Corporation*
(‘‘SMIC
Holdings’’) and
SMIC
Shanghai.
On 30
January 2018, SMIC
Holdings,
SMIC
Shanghai, Shanghai
IC
Fund
and
China
IC
Fund
entered
into
the
joint
venture
agreement
in
relation
to
the
establishment
of
SMSC,
pursuant
to
which SMIC
Holdings,
SMIC
Shanghai,
China
IC
Fund
and
Shanghai
IC
Fund
contributed
the
increase
in
the
registered capital
of
SMSC
of
US$3.29 billion.
Upon
the
completion
of
the
Contribution
by
China
IC
Fund
on 29
June 2018, SMSC
became
a
Chinese foreign
joint
venture.
SMSC
carries
out
the
development
and
establishment
of
a
300mm
fab
for
advance
nodes.
Information on SMNC
SMNC
is
a joint
venture company established
in the PRC
pursuant
to
the
joint
venture
agreement
dated 3 June 2013,
the
equity
capital
of
which
is
owned
as to
12.5%
by
SMIC
Beijing,
13%
by
SMIC
Investment,
25.5%
by
SMIC
Holdings
and 32%
by
China
IC
Fund.
The
remaining
equity
capital
of
SMNC
is
owned
by
ZDG, IDIMC,
CGP
Techfund
and
ETown
Capital
and
none
of
them owns
10%
or
more equity
capital
of
SMNC.
SMNC
is
primarily
engaged
in
manufacturing
and
trading
of
semiconductor
products.
7
DEFINITIONS
In
this
announcement,
the
following
words have
the
following meanings
unless
the
context
requires
otherwise:
‘‘Board’’
the
board
of
Directors
‘‘Centralised Fund Management Agreements’’
the
SMSC
Centralised
Fund
Management Agreement
(as
amended
by
the
SMSC
Amendment Agreement)
and
the
SMNC
Centralised
Fund
Management
Agreement
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‘‘China
IC
Fund’’
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國家
集
成電
路
產業
投
資基金
股
份有
限
公
司
(ChinaIntegrated
Circuit Industry Investment
Fund Co.,
Ltd.*),
a
company
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