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 31, 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)
DISCLOSEABLE TRANSACTION DISPOSAL OF SUBSIDIARY
On 29
March 2019 (after
trading hours),
the
Vendor
and the
Target
Company
entered
into
the
Share
Purchase Agreement
with
the
Purchaser, pursuant
to
which,
among
other things,
the
Vendor agreed
to
sell
and the
Purchaser
agreed
to
purchase
the
Sale
Shares
at
the
Consideration
in
accordance
with
the
terms
and
conditions
of
the
Share
Purchase
Agreement.
As certain of the applicable percentage ratios under Chapter 14 of the Listing Rules for the Transaction exceed 5% but are less than 25%, the Transaction constitutes as a discloseable transaction of the Company, and is therefore subject to the relevant reporting and announcement requirements under Chapter 14 of the Listing Rules.
As the Closing is subject to the satisfaction and/or of terms and conditions set out in the Share Purchase Agreement, the Transaction may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.
On 29
March 2019 (after trading
hours),
the Vendor
and the
Target
Company
entered
into
the
Share
Purchase Agreement
with
the
Purchaser,
pursuant
to
which, among
other
things,
the
Vendor agreed
to
sell
and the
Purchaser
agreed
to
purchase
the
Sale Shares
at
the
Consideration
in
accordance
with
the
terms
and
conditions
of
the
Share
Purchase Agreement.
3
THE
SHARE
PURCHASE
AGREEMENT
The principal terms of the Share Purchase Agreement are set out below:
Date
29 March 2019 (after trading hours)
Parties
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(1)
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Purchaser:
JIANGSU
CAS-IGBT TECHNOLOGY
CO.,
LTD.*
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(
江蘇中科君芯科技有限公司
)
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(2)
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Vendor:SMIC
Shanghai (Cayman)
Corporation
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(3)
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Warrantors:
The
Vendor
and the
Target
Company
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To
the
best
knowledge, information
and
belief
of
the
Directors
having made
all reasonable enquiries,
as at
the
date
of
this
announcement,
the
Purchaser
and its
ultimate
beneficial owner(s)
are
Independent Third Parties
of
the
Company
and its
connected
persons.
The Transaction
Pursuant
to
the
Share
Purchase Agreement,
the
Vendor
agreed
to
sell
and
the
Purchaser
agreed
to
purchase
the
Sale Shares
at
the
Consideration subject
to
the
terms
and
conditions
of
the
Share Purchase
Agreement. Further,
the
Purchaser
agreed
to
either
(i) purchase
from
the
Target
Company
(or
from
the
Vendor
to
whom
the
Target
Company
will
have
assigned
such
right
before
the
Closing)
the
creditor’s
rights
for
the
outstanding
balance
(being
the
total
outstanding
principal
and
total
aggregate
accrued
interest)
under
the
Majority
Loan;
or
(ii) fund
an
amount equal
to
the
total
outstanding principal
and
the
total
aggregate accrued interest
of
the
Majority
Loan
to
LFoundry
to
enable
LFoundry
to
repay
the
Majority
Loan
in
full.
The Company through the Vendor and the Target Company indirectly owns a quota representing 70% of the issued and outstanding corporate capital of LFoundry.
4
Conditions Precedent
The purchase of the Sale Shares at the Closing by the Purchaser is subject to and conditional upon the fulfillment of the Conditions on or prior to the Closing as set out in the Share Purchase Agreement, unless otherwise waived by the Purchaser and/or the Vendor (as the case may be) in writing. Such Conditions include, among others:
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(1)
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each
of
the
relevant
party
to
the
Share
Purchase Agreement
has
delivered
to
the
other party
a
copy
of
the
Share
Purchase Agreement
and
other
ancillary
documents
necessary
for the
transactions contemplated thereunder
duly
executed
by
the
relevant party;
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(2)
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the
Vendor
has
delivered
to
the
Purchaser
the
approvals
of
the
general
shareholders’
meeting(s)
of
the
Company,
its
board
of
directors
or
similar internal corporate
body
of
LFoundry,
and the
trade unions
(if
applicable) evidencing
its
approving
of
the
(i)
the
execution
and
delivery
of
the
Share Purchase
Agreement
and the
consummation
of
the
transactions contemplated thereunder,
and
(ii)
the
acknowledgement
of
the
resignation
of
the
current directors
of
LFoundry
and the
member
of
the
board
of
statutory auditors
of
LFoundry;
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(3)
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(i) all
representations
and
warranties
of
the
Warrantors
under
the
Share
Purchase
Agreement
shall
be
true,
correct, complete
and not
misleading
as of
the
date
of
the
Share
Purchase Agreement
and
as of
the
Closing
Date, except
to
the
extent that
such
representations
and
warranties
are
given
as of
a
specific
date rather than
the
date
of
the
Share
Purchase Agreement
and the
Closing
Date,
and
(ii)
the
Warrantors
have
not
been
in
material
breach
of
the
obligations
or
covenants
under
the
Share
Purchase Agreement
and
other
ancillary
documents
on
or
prior
to
the
Closing;
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(4)
|
no
event
or
events have
occurred,
or are
reasonably likely
to
occur,
which,
individually
or in
the
aggregate,
have,
or
could have,
a
material adverse
effect
on
the
Target
Company
and
its
subsidiaries;
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(5)
|
the
closing
of
the
Minority
Quota
Transaction
shall
have
taken
place
in
accordance
with
the
provisions
in
the
quota purchase
agreement entered
into among
the
Purchaser
and the
Minority Sellers
on
the
date
of
the
Share Purchase
Agreement;
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(6)
|
the
antitrust clearance
or
filings
(if
applicable)
in the
relevant jurisdictions
with
respect
to
the
Transaction
and
Minority
Quota
Transaction
have been
completed,
and all
relevant notice, receipt, consent
or
approval
from
the
relevant government authorities
have been
obtained;
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(7)
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the
Purchaser
has
obtained
all
PRC
regulatory
and
governmental filings
and
registrations
to
perform
the
Transaction
and
Minority Quota
Transaction, including
filings and/or
registration
with
(i) the
National Development
and
Reform Commission,
(ii)
the
Ministry
of
Commerce
and
(iii)
the
State
Administration
of
Foreign Exchange
(SAFE);
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5
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(8)
|
all
third-party notices
or
consents
or
waivers,
as
applicable,
due
to
the
change
of
control
of
LFoundry
or
necessary
for the
Transaction
and
Minority
Quota
Transaction (including
but
without limitation
to
waiver from
the
banks,
financial
institutions,
and
notice
to,
or
consent
or
waiver from
the
customers
and
suppliers)
listed
in
the
Share
Purchase Agreement
shall have been made
or
obtaine
d,
or
shall
have been duly
delivered
to
the
relevant parties,
and
evidence
of
which shall
have
been
delivered
to
the
Purchaser;
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(9)
|
the
Minority Sellers
have
delivered
to
the
Purchaser
all
documents
listed
in
schedule
to
the
Share
Purchase
Agreement
to
the
satisfaction
of
the
Purchaser;
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(10)
|
the
Vendor
and the
Minority Sellers
have entered into
a
termination agreement
in
the
form
and
substance
to be
approved
by
the
Purchaser
with
respect
to
the
mutual
termination
of
the
shareholders’ agreement entered
into
by
the
Vendor
and
the
Minority
Sellers
on 29
July 2016,
and
evidence thereof
has
been
provided
to
the
Purchaser;
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(11)
|
the
Minority Sellers
have waived
in
writing
any
of
their rights under
the
by-laws
of
LFoundry including
their
pre-emption
right
and
tag-along
right which
are
triggered
by
the
transactions
under
the
Share
Purchase Agreement
and
have
provided
the
Purchaser
with
evidence thereof;
and
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(12)
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no
petition,
claim,
injunction
has been
filed
against
the
Target
Company
and/or
its
subsidiaries,
the
Vendor and/or
the
Purchaser
as at
the
Closing
Date,
by
any
third
party which
actually prevents
or
may
reasonably
be
expected
to
prohibit
the
Purchaser
from
entering
into
or
performing
its
obligations
under
the
Share
Purchase
Agreement
or
any
ancillary
documents.
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Consideration for the Sale Shares
The
Consideration
is
USD112,816,089,
which
was
determined
after arm’s
length negotiation between
the
Vendor
and
the
Purchaser
by
reference
to
fair value
of
LFoundry
per the
Company internal analysis
and
research, including
the
investment
costs
of
a
newly
set
up
200mm wafer
fabrication facility, valuation
of
the
property,
plant
and
equipment
and the
market value
of
other 200mm wafer
fabrication facility.
The
Directors consider
that
the
Consideration
is
fair
and
reasonable
and
in
the
interest
of
the
Company
and
its
shareholders
as
a
whole.
Terms of Payment for the Sale Shares
The Consideration shall be paid by the Purchaser as follows:
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(i)
|
Payment
of
USD60,000,000
on
the
Closing
Date
to
the
bank account
designated
by
the
Vendor;
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(ii)
|
Payment
of
USD26,400,000
on 30
September,
2019
or
such other date agreed
by
the
Purchaser
and
the
Vendor
to
the
bank
account
designated
by
the
Vendor;
and
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6
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(iii)
|
Payment
of
USD26,416,089
on 30
December,
2019
or
such other date agreed
by
the
Purchaser
and
the
Vendor
to
the
bank
account
designated
by
the
Vendor.
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Settlement for the Majority Loan
The
settlement
price
of
the
Majority
Loan
and any and all
interest accrued
thereon
as
of
30
December
2019 shall
be
USD63,150,200
(the
‘‘Majority
Loan
Settlement
Price’’)
and
to be
paid
in
accordance
with
the
following:
the
Purchaser
shall, subject
to
the
occurrence
of
the
Closing
and the
execution
of
the
relevant settlement instrument,
pay the
Majority
Loan
Settlement
Price
to
the
Vendor
on 30
December
2019.
The
Majority
Loan
Settlement
Price
was
determined
based
on
the
amount
of
the
Majority
Loan
and
the
Directors consider
that
the
Majority
Loan
Settlement
Price
is
fair
and
reasonable
and
in
the
interest
of
the
Company
and
its
shareholders
as
a
whole.
Closing
Subject
to
all
of
the
Conditions
having been
satisfied
or
otherwise
waived
in
writing
by
the
relevant parties,
the
Closing
shall take place
on 28
June 2019
or at
such other
place,
at
such
other
time
and/or
on
such
other
date
as
the
Vendor
and
the
Purchaser
may
agree.
Immediately
after
the
Closing,
the
Company
will cease
to
hold
any
equity
interest
of
the
Target
Company
and
the
Target
Company
will
cease
to
be
subsidiary
of
the
Company.
INFORMATION ON THE COMPANY AND THE TARGET GROUP
As at
the
date
of
this
announcement,
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.
The
Company
also
has
marketing
and
customer service offices
in
the
U.S.,
Europe,
Japan
and
Taiwan,
and
a
representative
office
in
Hong
Kong.
The Target Group comprises the Target Company, LFoundry, SMIC Sofia, LFoundry Sofia EOOD and Consorzio Delta Ti Research. The Target Company is a company incorporated in Hong Kong with limited liability and is principally engaged in CMOS Image Sensor (CIS) development and production. It owns a quota representing 70% of the issued and outstanding corporate capital of LFoundry. The Company acquired 70% of the corporate capital of LFoundry in July 2016. LFoundry is a limited liability company incorporated under the laws of Italy and is principally engaged in CIS development and production. Marsica and ISAR each owns a quota representing 15% of the issued and outstanding corporate capital of LFoundry. SMIC Sofia is a design service
7
center developing auto-related intellectual property platform and is wholly owned by the Target Company. LF
Sofia EOOD is engaged in the development of design and technical solutions dedicated to the manufacturing of sensors and integrated circuit and is wholly owned by LFoundry. Consorzio Delta Ti Research is engaged in the research and development in the nanot
echnology sector and is 50% owned by LFoundry.
In
accordance
with
the
International Financial Reporting Standards,
the net
loss
before
or
after
taxation (unaudited)
of
the
Target Group
for the
financial
year ended
31
December
2018
and the
financial
year ended
31
December
2017 were USD8.1
million
and
USD14.9 million,
respectively.
The
unaudited
total asset value
of
the
Target Group
as at 31
December
2018
was
USD256.2
million.
Based
on
the
consideration deducted
by
the
carrying
value
of
the net
asset,
it is
expected
that
the
Company
will record a gain
of
USD77.0 million (unaudited)
from
the
Transaction. Shareholders should
note that
the
actual gain
or
loss from
the
Transaction
to be
recorded
by
the
Company
will
be
subject
to
the
review
and
final
audit
by
the
auditors
of
the
Company.
INFORMATION ON THE PURCHASER
Jiangsu CAS-IGBT Technology Co., Ltd. is a sino-foreign joint venture high-tech enterprise focusing on the research and development of new power and electronic chips such as Insulated Gate Bipolar Transistor (‘‘IGBT’’) and Fast Recovery Diode (‘‘FRD’’).
REASONS FOR AND BENEFITS OF THE TRANSACTION
Having
considered
its own
operation
and
future overall
development,
the
Company
decided
to
dispose
of
the
Target Group.
The
benefits
of
the
deal
are
to
enable
the
management
to
focus
on
future
development
of
the
Company
as
well
as to
receive
positive returns
from this
business
investment.
The
Directors consider
that
the
terms
of
the
Share
Purchase Agreement
are
fair
and
reasonable
and are
on
normal
commercial terms,
and the
Transaction
is in
the
interests
of
the
Company
and the
Shareholders
as
a
whole.
USE OF PROCEEDS
The net
proceeds
from
the
Transaction
will
be
approximately
USD174
million,
after
taking
into
account
the
related
transaction
costs
of
approximately
USD2
million.
The Company intends to utilize the net proceeds generated from the Transaction for the development of advanced process technology and special and mature process.
8
LISTING
RULES IMPLICATIONS
As
certain
of
the
applicable percentage
ratios under
Chapter
14 of
the
Listing
Rules
for
the
Transaction
exceed
5%
but
are
less than 25%,
the
Transaction constitutes
a
discloseable transaction
of
the
Company,
and is
therefore subject
to
the
relevant
reporting
and
announcement
requirements
under
Chapter
14
of
the
Listing
Rules.
As the Closing is subject to the satisfaction and/or of terms and conditions set out in the Share Purchase Agreement, the Transaction may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.
DEFINITIONS
Unless otherwise stated or the context requires otherwise, the terms in this announcement shall have the following meanings:
‘‘Board’’
the
board
of
Directors
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‘‘Closing’’
|
the
completion
of,
and
the
carrying
out
of,
the
activities
necessary
for
the
sale
and
purchase
of
the
Sale Shares
in
accordance
with
the
Share
Purchase Agreement
and
in
general
the
execution
and
exchange
of
all
documents
and
the
performance
and
consummation
of
all
obligations
respectively
required
to be
executed, exchanged, performed
and
consummated pursuant
to
the
terms
of
the
Share
Purchase
Agreement
|
|
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‘‘Closing
Date’’
|
28
June 2019
or at
such other time and/or
on
such other date
as
the
Vendor
and
the
Purchaser
may
agree
|
|
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‘‘Company’’
|
Semiconductor Manufacturing
International
Corporation
(
中芯
國際集成電路製造有限公司
*)
,
a
company
incorporated
in
Cayman Island 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.
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|
‘‘Conditions’’
conditions
precedent
as
set
out
in
the
Share
Purchase
Agreement
‘‘connected
person’’
has the
meaning ascribed
to it
under
the
Listing
Rules
‘‘Consideration’’
the
aggregate consideration
in
the
amount
of
USD112,816,089 for the sale and purchase of the Sale Shares
9
Consorzio Delta Ti Research, a ‘‘consorzio con attivita`
esterna’’, incorporated under the laws of Italia and a non wholly-owned subsidiary of LFoundry
10
‘‘Director(s)’’
the
director(s)
of
the
Company
|
|
‘‘EUR’’
|
Euro,
the
lawful currency
of
the
European
Union from time
to
time
|
|
‘‘Hong
Kong’’
the
Hong Kong
Special Administrative
Region
of
the
PRC
‘‘Independent Third Party(ies)’’
any
party
who is not
connected (within
the
meaning
of
the
Listing
Rules) with
any
director,
chief
executive
or
substantial shareholder
of
the
Company
or
any
of
its
respective
subsidiaries
or
an
associate
of
any
of
them
|
|
‘‘ISAR’’
|
ISAR Valley
Capital Holding
GmbH,
a
company
incorporated
under
the
laws
of
Germany
|
|