6-K 1 smi-6k_20181201.htm 6-K smi-6k_20181201.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2018

Commission File Number: 001-31994

Semiconductor Manufacturing International Corporation

(Translation of registrant’s name into English)

18 Zhangjiang Road

Pudong New Area, Shanghai 201203

People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 Form 20-F     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:

 Yes     No

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.

 

 

 

Semiconductor Manufacturing International Corporation

 

 

 

 

 

Date: November 29, 2018

 

By:

/s/ Dr. Gao Yonggang

 

 

 

Name:

Dr. Gao Yonggang

 

 

 

Title:

Executive Director, Chief Financial Officer and Joint Company Secretary

 


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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 IN RELATION TO CENTRALISED FUND MANAGEMENT AGREEMENT

 

CENTRALISED FUND MANAGEMENT AGREEMENT

 

Reference is made to the Company’s announcement dated 8 July 2016 in relation to the execution of the 2016 Centralised Fund Management Agreement in relation to the internal deposit services, collection and payment services and foreign exchange services, internal loan services, provision of letter of credit services and other financial services. As the 2016 Centralised Fund Management will expire on 31 December 2018 and the transactions contemplated thereunder will continue to be entered into on a recurring basis, the Company, SMIC Beijing and SMNC will enter into the Centralised Fund Management Agreement to continue the transactions originally  covered under  the 2016 Centralised Fund Management Agreement.

 

The Company announces that on 29 November 2018, the Company, SMIC Beijing and SMNC entered into the Centralised Fund Management Agreement in  relation to: (i)   the Company authorising its wholly-owned subsidiary SMIC Beijing to carry out centralised management of the Group’s RMB fund and foreign exchange in accordance with the relevant PRC laws and regulations; and (ii) SMNC participating in the  Group’s centralised fund management system. SMIC Beijing will provide internal deposit services, collection and payment services, foreign exchange services, internal loan services, provision of letter of credit services and other financial services  to SMNC pursuant to the Centralised Fund Management Agreement.

 

 

 

 

 

 

*

For identification purposes only

 

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IMPLICATIONS UNDER THE LISTING RULES

 

As China IC Fund holds approximately 15.82% equity interest in the Company through its wholly-owned subsidiary, Xinxin (Hongkong) Capital Co., Limited, it 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 SMNC is held as to approximately 51% and 32% by the Group and China IC Fund, respectively. 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.

 

As one or more of the applicable percentage ratios (other than the profits ratio) in respect of each of the Annual Caps (other than the Other Financial Services Cap)  exceed 5%, the transactions contemplated under the Centralised Fund Management Agreement will constitute continuing connected transactions subject to the reporting, announcement and the Independent Shareholders’ approval requirements of Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios (other   than the profits ratio) in  respect of the Other Financial Services Cap are more than  0.1% but less than 5%, the transaction is subject to the reporting, announcement and annual review requirements but exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

 

In accordance with the Listing Rules, the Independent Board Committee has been established to advise and provide recommendation to the Independent Shareholders on the Centralised Fund Management Agreement (including  the  transactions contemplated thereunder and the Annual Caps) and to advise the Independent Shareholders on how to vote.

 

Messis Capital Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Centralised Fund Management Agreement (including the transactions contemplated thereunder and the Annual Caps).

 

GENERAL

 

At the EGM, an ordinary resolution will be proposed to the Independent Shareholders  to approve the Centralised Fund Management Agreement and any transactions contemplated thereunder.

 

As China IC Fund is a connected person of the Company, its wholly-owned subsidiary Xinxin (Hongkong) Capital Co., Limited and its other associates (as defined under the Listing Rules) will abstain from voting on the ordinary resolution to approve the Centralised Fund Management Agreement and any transactions contemplated thereunder. Apart from Xinxin (Hongkong) Capital  Co.,  Limited  and  other  associates of China IC Fund, no other Shareholder will be required to abstain from voting on this resolution at the EGM

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The Company expects to dispatch a circular to the Shareholders on or before 11 December 2018. The circular contains, among other things, (i) further details on the Centralised Fund Management Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders together with (iv) a notice convening the EGM.

 

CENTRALISED FUND MANAGEMENT AGREEMENT

 

Reference is made to the Company’s announcement dated 8 July 2016 in relation to the execution of the 2016 Centralised Fund Management Agreement in relation to the internal deposit services, collection and payment services and foreign exchange services, internal loan services, provision of letter of credit services and other financial services. As the 2016 Centralised Fund Management will expire on 31 December 2018 and the transactions contemplated thereunder will continue to be entered into on  a  recurring basis, the Company, SMIC Beijing and SMNC will enter into the Centralised Fund Management Agreement to continue the transactions originally covered under the 2016 Centralised Fund Management Agreement.

 

The Company announces that on 29 November 2018, the Company, SMIC Beijing and SMNC entered into the Centralised Fund Management Agreement in relation to: (i) the Company authorising its wholly-owned subsidiary SMIC Beijing to carry out centralised management of the Group’s RMB fund and foreign exchange in accordance with the relevant PRC laws and regulations; and (ii) SMNC participating in the Group’s centralised fund management system. The principal terms of the Centralised Fund Management Agreement are set out below.

 

Date:

 

29 November 2018

 

 

 

Parties:

 

(i)     the Company;

 

 

 

 

 

(ii)     SMIC Beijing, a wholly-owned subsidiary of the Company; and

 

 

 

 

 

(iii)     SMNC, a subsidiary of the Company.

 

 

 

Effective period:

 

Effective from 1 January 2019 or the date when all the necessary approvals required under the applicable law, the articles of associations of the parties and the requirements of the Stock Exchange and the New York Stock Exchange, Inc. are obtained, whichever is later, and ending on 31 December 2021.

 

 

 

Termination:

 

SMNC may terminate the  Centralised Fund Management Agreement by three months’ prior written notice. Two months before the expiry date, the parties will negotiate whether to  renew or terminate the Centralised Fund Management Agreement.

 

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Centralised Fund Management Services

 

The Company will authorise its wholly-owned subsidiary SMIC Beijing to carry out centralised management of the Group’s RMB fund and foreign exchange in accordance with the relevant PRC laws and regulations. Based on such authorisation, SMIC Beijing will provide the following fund management services to SMNC within the scope permitted by the relevant PRC policies.

 

 

1.

Internal Deposit Services (the ‘‘Internal Deposit Services’’)

 

SMIC Beijing will provide deposit services and pay interest to SMNC.

 

 

2.

Collection and Payment Services and Foreign Exchange Services (the ‘‘Collection and Payment Services and Foreign Exchange Services’’)

 

 

SMIC Beijing will serve as the platform for centralised collection and payment activities and foreign exchange activities within the Group. SMNC may carry out  such activities by itself or through SMIC Beijing.

 

 

3.

Internal Loan Services (the ‘‘Internal Loan Services’’)

 

SMIC Beijing will provide internal loan services to SMNC in accordance with PRC laws, regulations and policies.

 

 

4.

Provision of Letter of Credit Services (the ‘‘Provision of Letter of Credit Services’’)

 

The Company will utilise its overseas credit lines to provide letter of credit on behalf of SMNC for importing equipment in accordance with PRC laws, regulations and policies.

 

 

5.

Other Financial Services (the ‘‘Other Financial Services’’)

 

SMIC Beijing will provide other financial services to SMNC in accordance with PRC laws, regulations and policies.

 

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Pricing Policy

 

The price of the services provided by SMIC Beijing to SMNC contemplated under the Centralised Fund Management Agreement will be fair and reasonable under the Listing Rules, determined according to the market principle on arm’s length basis, subject to compliance with requirements for connected transactions of the Stock Exchange and relevant requirements for connected transactions that are applicable to the parties. The Company will ensure that the prices charged to SMNC will not be more favourable than prices charged to its other subsidiaries which are not connected persons under the Listing Rules.

 

 

1.

Internal Deposit Services

 

The terms (including interest rates) in respect of the Internal Deposit Services provided by SMIC Beijing to SMNC will be on  normal commercial terms or  better, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, subject to the relevant provisions of PRC laws and regulations. The interest rate applicable to SMNC’s deposits with SMIC Beijing will be determined based on arm’s length negotiations by the parties. The Company will make reference to the benchmark interest rate (if any) prescribed by  the PBOC applicable to RMB deposits from time to time and published on the PBOC’s website for the same type of deposits.

 

 

2.

Collection and Payment Services and Foreign Exchange Services

 

The terms (including fees charged by SMIC Beijing and exchange rates) in respect of the Collection and Payment Services and Foreign Exchange Services provided by SMIC Beijing to SMNC will be on normal commercial terms or better, in the  ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, subject to the relevant provisions of PRC laws and regulations. The fees charged by SMIC Beijing to SMNC for  providing  such services will be determined based on arm’s length negotiations by the parties which will not be less favourable to SMIC Beijing than (1) fees charged by SMIC Beijing to other subsidiaries which are not connected persons under the  Listing Rules; and (2) fees charged to SMIC Beijing by other third-party commercial banks  or financial institutions providing fund management services to SMIC Beijing for services of the same type during the same period.

 

 

3.

Internal Loan Services

 

The terms (including interest rates) in respect of the Internal Loan Services provided by SMIC Beijing to SMNC will be on normal commercial terms or better, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, subject to the relevant provisions of PRC laws and regulations. The interest rate applicable to loans granted to SMNC  by  SMIC Beijing will be based on arm’s length negotiations by the parties. The Company will make reference to the benchmark interest rate (if any) prescribed by  the PBOC applicable to RMB loans from time to time and published on the PBOC’s website for the same type of loans.

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4.

Provision of Letter of Credit Services

 

The terms (including fees charged by the Company) in respect of the letters of credit provided by the Company to SMNC will be on normal commercial terms or better,    in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, subject to the relevant provisions of PRC laws and regulations. The fees charged by the Company to SMNC for providing such services will be determined based on arm’s length negotiations by the parties which will not be less favourable to SMIC Beijing than (1) fees charged by SMIC Beijing to other subsidiaries which are not connected persons under the Listing Rules; and (2) fees charged to SMIC Beijing by other third party-commercial banks or financial institutions providing fund management services to SMIC Beijing for services of the same type during the same period.

 

 

5.

Other Financial Services

 

The terms (including fees charged by SMIC Beijing) in respect of Other Financial Services provided by SMIC Beijing to SMNC will be on normal commercial terms or better, in the ordinary and usual course of business of the Group and in the interests  of the Company and the Shareholders as a  whole, subject to the relevant provisions  of PRC laws and regulations. The fees charged by SMIC Beijing to SMNC for providing such services will be determined based on arm’s length negotiations by the parties which will not be less favourable to SMIC Beijing than (1) fees charged by SMIC Beijing to other subsidiaries which are not connected persons under  the  Listing Rules; and (2) fees charged to SMIC Beijing by other third party-commercial banks or financial institutions providing fund management services to SMIC Beijing for services of the same type during the same period.

 

Payment

 

The consideration for the transactions contemplated under the Centralised Fund Management Agreement will be paid in accordance with the specific and separate agreements entered into between SMIC Beijing and SMNC, the terms of which will be on normal commercial terms or better, and funded by the relevant party’s internal resources.

 

Other Terms

 

The terms of the Centralised Fund Management Agreement are subject to applicable laws and regulations including the requirements of any regulatory authorities (including but  not limited to the Stock Exchange and the New York Stock Exchange, Inc.).

 

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SMNC’s participation in the centralised fund management system of the Group will not alter its existing rights to its own funds. The rights to own, use, approve of use  and  benefit from SMNC’s funds will remain with SMNC.

 

THE ANNUAL CAPS AND BASIS OF DETERMINATION

 

Historical Transaction Amount

 

The historical transaction amounts among the Company, SMIC Beijing and  SMNC for  the transactions contemplated under the 2016 Centralised Fund Management Agreement for the two years ended 31 December 2016 and 2017 and the ten months ended  31  October 2018 are as follows:

 

 

 

 

 

Transactions

for  the year

 

Transactions

for  the year

 

Transactions

from 1 January

 

 

ended

31 December

 

ended

31 December

 

2018 to

31 October

Nature of Continuing Connected Transactions

 

2016(1)

 

2017(1)

 

2018(2)

 

 

(US$ million)

 

(US$ million)

 

(US$ million)

Internal deposit services (representing the maximum daily

   outstanding balances including accrued interests)

 

719.7

 

1,182.3

 

1,297.4

Collection and payment services and foreign exchange

   services (representing the maximum daily transaction

   amount for collection and payment services and foreign

   exchange services)

 

 

 

Internal loan services (representing the maximum daily

   outstanding balance of loans including accrued interests)

 

120.5

 

 

Provision of letter of credit services (representing the

   maximum aggregate principal amount of the letter(s)

   of credit issued on SMNC’s behalf per calendar year)

 

 

 

Other financial services (representing the maximum

   fees charged by the Group for providing other

   financial services to SMNC per calendar year)

 

 

 

 

Notes:

 

 

(1)

Representing the audited amounts of all transactions among the Company, SMIC Beijing and SMNC for the two years ended 31 December 2016 and 2017.

 

 

 

(2)

Unaudited.

 

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The Annual Caps under the Centralised Fund Management Agreement are set out below.

 

Annual Caps

For the year ending

31 December

 

2019

US$ million

2020

US$ million

2021

US$ million

Internal Deposit Cap

2,000

2,000

2,000

Collection and Payment and Foreign

   Exchange Cap

200

200

200

Internal Loan Cap

500

500

500

Letter of Credit Cap

500

500

500

Other Financial Services Cap

50

50

50

 

The Annual Caps are determined based on the assumptions and factors as explained  below:

 

 

1.

Internal Deposit Services

 

 

(a)

the expected increase of SMNC and the Group’s respective fixed assets over the past years; and

 

 

 

(b)

the operating cash flow and financial needs of each of SMNC and the Group in respect of its future business expansion.

 

 

 

2.

Collection and Payment Services and Foreign Exchange Services

 

 

(a)

the practical needs of SMNC and the Group’s respective future business; and

 

 

(b)

the future development plan of each of SMNC and the Group.

 

 

3.

Internal Loan Services

 

 

(a)

the capital expenditure required for future business expansion of SMNC; and

 

 

(b)

the operating cash flow and financial needs of SMNC and the availability of  fund within the Group in respect of its future business expansion.

 

 

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4.

Provision of Letter of Credit Services

 

 

(a)

the capital expenditure required for future business expansion of SMNC; and

 

 

(b)

the increase of SMNC’s and the Group’s respective fixed assets over the past years.

 

 

 

5.

Other Financial Services

 

 

(a)

the practical needs of SMNC’s and the Group’s respective future business; and

 

 

(b)

the future development plan of each of SMNC and the Group.

 

REASONS FOR AND BENEFITS OF THE CENTRALISED FUND MANAGEMENT AGREEMENT

 

The Company considers that the entry into of the Centralised Fund Management Agreement and the transactions contemplated thereunder will open up the domestic and foreign funding channels of the Group, increase efficient fund usage and reduce the Group’s overall debt levels and interest expense. The centralised management of foreign exchange risk exposure will also reduce the risks of exchange loss of the Group.

 

The Directors (excluding independent non-executive Directors whose view will be given after taking into account the advice from the Independent Financial Adviser) consider  that it is in the best interests of the Company and the Shareholders as a whole to  enter  into the Centralised Fund Management Agreement and the transactions contemplated thereunder; the terms of the Centralised Fund Management Agreement including the Annual Caps are fair and reasonable; and the entering into of the Centralised Fund Management Agreement and the transactions contemplated thereunder are on normal commercial terms or better, in the ordinary and usual course of business of the Group    and in the interests of the Company and the Shareholders as a whole.

 

IMPLICATIONS UNDER THE LISTING RULES

 

As China IC Fund holds approximately 15.82% equity interest in the Company through   its wholly-owned subsidiary, Xinxin (Hongkong) Capital Co., Limited, it 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 SMNC is held as to approximately 51% and 32% by the Group and China IC Fund, respectively. 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.

 

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As one or more of the applicable percentage ratios (other than the profits ratio) in respect of each of the Annual Caps (other than the Other Financial Services Cap) exceed 5%, the transactions contemplated under the Centralised Fund Management Agreement will constitute continuing connected transactions subject to the reporting, announcement and the Independent Shareholders’ approval requirements of Chapter 14A of the  Listing Rules. As one or more of the applicable percentage ratios (other than the profits ratio) in respect of the Other Financial Services Cap are more than 0.1% but less than 5%, the transaction is subject to the reporting, announcement and  annual review  requirements  but exempt from the Independent Shareholders’ approval  requirement  under  Chapter 14A of the Listing Rules.

 

In accordance with the Listing Rules, the Independent Board Committee has been established to advise and provide recommendation to the Independent Shareholders on the Centralised Fund Management Agreement (including the transactions contemplated thereunder and the Annual Caps) and to advise the Independent Shareholders on how to vote.

 

Messis Capital Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Centralised Fund Management Agreement (including  the  transactions contemplated thereunder and the Annual Caps).

 

GENERAL

 

At the EGM, ordinary resolution will be proposed to the Independent Shareholders to approve the Centralised Fund Management Agreement and any transactions contemplated thereunder.

 

As China IC Fund is a connected person of the Company, its wholly-owned subsidiary Xinxin (Hongkong) Capital Co., Limited and its other associates (as defined under the Listing Rules) will abstain from voting on the ordinary resolution to approve the Centralised Fund Management Agreement and any transactions  contemplated  thereunder. Apart from Xinxin  (Hongkong) Capital Co.,  Limited and  other  associates  of China IC Fund, no other Shareholder will be required to abstain from voting on this resolution at the EGM.

 

Mr. Lu Jun, who is a Class II non-executive Director and a member of the nomination committee of the Company, holds the position of president in China IC Fund’s sole manager Sino IC Capital Co., Ltd. and Mr. Ren Kai, who is a Class III non-executive Director and a member of the strategic advisory committee of the Company, holds the position of vice president in China IC Fund’s sole manager Sino IC Capital Co., Ltd..  Both Mr. Lu Jun and Mr. Ren Kai have abstained from voting on the relevant Board resolution in respect of the Centralised Fund Management Agreement.

 

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The Company expects to dispatch a circular to the Shareholders on or before 11 December 2018. The circular contains, among other things, (i) further details on the Centralised Fund Management Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders together with (iv) a notice convening the EGM.

 

INFORMATION ABOUT THE PARTIES

 

Information of 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. SMIC provides integrated circuit (IC) foundry  and technology services on process nodes from 0.35 micron to 28 nanometer. Headquartered in Shanghai, China, SMIC has an international manufacturing and service base. In China, SMIC 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 SMIC has a majority-owned 200mm fab. SMIC 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 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 E-Town Capital and none of them owns 10% or more equity capital of  SMNC.  SMNC is primarily engaged in manufacturing and trading of semiconductor products.

 

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DEFINITIONS

 

In this announcement, the following words have the following meanings unless  the context requires otherwise:

 

‘‘2016 Centralised Fund Management Agreement’’

 

the centralised fund management agreement dated 31 March  2016 entered into among the Company, SMIC Beijing and SMNC, as referred to in the announcement of the  Company  dated 8 July 2016

 

 

 

‘‘Annual Caps’’

 

Internal Deposit Cap, Internal Loan Cap, Collection  and Payment and Foreign Exchange Cap, Letter of Credit Cap and Other Financial Services Cap

 

 

 

‘‘Board’’

 

the board of Directors

 

 

 

‘‘Centralised Fund Management Agreement’’

 

the centralised fund management agreement dated 29 November 2018 entered into among the Company, SMIC Beijing and  SMNC

 

 

 

‘‘CGP Techfund’’

 

Beijing Semiconductor Manufacturing and  Equipment Equity Investment Center (Limited Partnership)* (北京集成電路製造和裝備股權投資中心有限合夥)), a company established under the

laws of the PRC

 

 

 

‘‘China IC Fund’’

 

China    Integrated    Circuit    Industry    Investment     Fund  Co., Ltd.* (國家集成電路產業投資基金股份有限公司), a company established under the laws of the PRC

 

 

 

‘‘Collection and Payment and Foreign Exchange Cap’’

 

the proposed maximum daily transaction amount for collection and payment services and foreign exchange services during the term of the Centralised Fund Management Agreement

 

 

 

‘‘Company’’

 

Semiconductor  Manufacturing  International  Corporation  (中芯國際集成電路製造有限公司*), a  company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange and the  American depositary shares of which are listed on the New York Stock Exchange, Inc.

 

 

 

‘‘Director(s)’’

 

the director(s) of the Company

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‘‘EGM’’

 

the extraordinary general meeting of the Company proposed to be held to approve, among other things, the Centralised Fund Management Agreement and any transactions contemplated thereunder

 

 

 

‘‘E-Town Capital’’

 

Beijing E-Town International Investment & Development Co., Ltd.* (北京亦莊國際投資發展有限公司), a limited liability company established under the laws of the PRC

 

 

 

‘‘Group’’

 

the Company and its subsidiaries

 

 

 

‘‘Hong Kong’’

 

Hong Kong Special Administrative Region of  the  PRC

 

 

 

‘‘IDIMC’’

 

Beijing   Industrial   Developing   Investment   Management Co., Ltd.* (北京工業發展投資管理有限公司), a company established under the laws of the PRC

 

 

 

‘‘Independent Board Committee’’

 

an independent committee of the Board that consists of all independent non-executive Directors who have no direct or indirect interest in the Centralised Fund Management  Agreement, other than, where applicable, being a Shareholder

 

 

 

‘‘Independent Financial Adviser’’

 

Messis Capital Limited, the  independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Centralised Fund Management Agreement

 

 

 

‘‘Independent Shareholders’’

 

in relation to the Centralised Fund Management Agreement, Shareholders other than Xinxin (Hongkong)  Capital  Co., Limited and other associates (as defined under the Listing Rules) of China IC Fund

 

 

 

‘‘Internal Deposit Cap’’

 

the proposed maximum daily outstanding balances including accrued interests placed by SMNC with SMIC Beijing during the term of the Centralised Fund Management Agreement

 

 

 

‘‘Internal Loan Cap’’

 

the proposed maximum balance of internal loans  provided  by SMIC Beijing to SMNC during the term of the Centralised Fund Management Agreement

 

 

 

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‘‘Letter of Credit Cap’’

 

the proposed maximum aggregate amount of the letter(s) of credit issued on SMNC’s behalf per calendar year during  the term of the Centralised Fund Management Agreement

 

 

 

‘‘Listing Rules’’

 

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

 

 

 

‘‘Other Financial Services Cap’’

 

the proposed maximum fees charged by SMIC Beijing for providing other financial services to SMNC per calendar year during the term of the Centralised Fund Management Agreement

 

 

 

‘‘PBOC’’

 

the Peoples’ Bank of China

 

 

 

‘‘PRC’’

 

the People’s Republic of China, but for the purposes of this announcement only, excludes Hong Kong, Macau and Taiwan

 

 

 

‘‘RMB’’

 

Renminbi, the lawful currency of the PRC

 

 

 

‘‘Shareholders’’

 

holder(s) of Shares

 

 

 

‘‘Shares’’

 

ordinary shares of par value US$0.004 each in the capital of the Company listed on the Stock Exchange

 

 

 

‘‘SMIC Beijing’’

 

Semiconductor Manufacturing International (Beijing) Corporation* (中芯國際集成電路製造北京有限公司), a wholly foreign-owned enterprise established in the PRC and a

wholly-owned subsidiary of the Company

 

 

 

‘‘SMIC Investment’’

 

SMIC Investment (Shanghai) Corporation* (中芯集電投資有限公司), a limited liability company established under the laws of the PRC and a wholly-owned subsidiary of the Company

 

 

 

‘‘SMNC’’

 

Semiconductor Manufacturing North China (Beijing) Corporation* (中芯北方集成電路製造北京有限公司), a company established under  the  law  of  the  PRC  pursuant to the

joint venture agreement dated 3 June 2013

 

 

 

‘‘Stock Exchange’’

 

The Stock Exchange of Hong Kong Limited

 

 

 

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‘‘U.S.’’ or ‘‘United States’’

 

the United States of America

 

 

 

‘‘US$’’

 

United States dollar, the lawful currency of the United States of America

 

 

 

‘‘ZDG’’

 

Zhongguancun Development Group* (中關村發展集團股份有限

公 司 ), a company established under the laws of in the PRC

 

 

 

‘‘%’’

 

per cent.

 

17

 


 

By order of the Board

Semiconductor Manufacturing International Corporation

Gao Yonggang

Executive Director, Chief Financial Officer and Joint Company Secretary

 

Shanghai, PRC
29 November 2018

 

As at the date of this announcement, the directors of the Company are:

Executive Directors

ZHOU Zixue (Chairman)

ZHAO Haijun (Co-Chief Executive Officer)

LIANG Mong Song (Co-Chief Executive Officer)

GAO Yonggang (Chief Financial Officer and Joint Company Secretary)

Non-executive Directors

CHEN Shanzhi

ZHOU Jie

REN Kai

LU Jun

TONG Guohua

Independent Non-executive Directors

William Tudor BROWN

CHIANG Shang-yi

CONG Jingsheng Jason

LAU Lawrence Juen-Yee

FAN Ren Da Anthony

 

* For identification purposes only

 

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