SHANGHAI, June 3, 2013 /PRNewswire/ -- Semiconductor
Manufacturing International Corporation ("SMIC"; NYSE: SMI; SEHK:
981), mainland China's largest and
most advanced semiconductor foundry, today announced that it
entered into the Joint Venture Agreement with SMIC Beijing, BIDIMC
and ZDG in relation to the establishment of the Joint Venture
Company (subject to the approval of the relevant PRC
authorities).
Following its establishment and depending on the environment in
which the Joint Venture Company operates and market conditions, the
Joint Venture Company is expected to establish and build up
significant manufacturing capacity with a focus on 45-nanometer and
finer technologies and aims to reach a manufacturing capacity of
35,000 wafers per month. The total investment is estimated to be
US$3.59 billion. US$1.2 billion of the total investment will be
contributed by the parties in the form of registered capital, and
the remaining amount is intended to be funded through the Joint
Venture Company's internal cash flow, shareholders' further
contribution to share capital, shareholders' loan and/or bank
loans.
SMIC and SMIC Beijing shall contribute 55% of the registered
capital in an aggregate amount of US$660
million, ZDG and BIDIMC shall contribute 45% of the
registered capital in an aggregate amount of US$540 million. The registered capital shall be
made by the parties within two years from the establishment of the
Joint Venture Company.
Funding to the Joint Venture Company in the form of
shareholders' further contribution to share capital or
shareholders' loan, if any, will be contributed as to 55% by SMIC
and SMIC Beijing, and as to 45% by ZDG and BIDIMC. In addition, the
Joint Venture Company and the parties involved may seek debt
financing on terms beneficial to the Joint Venture Company.
The progress of contributions by the parties to the Joint
Venture Agreement may be adjusted by the Joint Venture Company in
accordance with its actual operational needs. If a party does not
fully make its relevant contribution by the timing required, until
such contribution is fully made, the party may only enjoy its
shareholder rights based on its proportional actual contribution.
Each of the parties may transfer its rights to subscribe to the
share capital and contribution obligations under the Joint Venture
Agreement to its affiliates, subject to certain conditions. The
cash capital contribution from SMIC will be funded by internal cash
flow and, if necessary, other form of financing.
The board of directors of the Joint Venture Company will
comprise 5 directors. SMIC and SMIC Beijing are together entitled
to nominate 3 directors in total and ZDG is entitled to nominate 2
directors. BIDMIC is entitled to appoint an observer to sit in at
the board meetings. SMIC will be responsible for managing the daily
operations of the Joint Venture Company. The term of operation of
the Joint Venture Company will be 25 years from the date of the
issue of its business license. The parties to the Joint Venture
Agreement shall decide whether to extend the term of operation of
the Joint Venture Company at least six months prior to the expiry
date of the term of operation, subject to the approval of the
relevant PRC authorities. The Joint Venture Agreement will, after
being agreed and signed by the parties, become effective on the day
on which all necessary approvals and consents from the relevant PRC
governmental and regulatory authorities have been obtained. The
obligations of the parties under the Joint Venture Agreement are
subject to compliance with applicable laws (including those of
regulatory authorities (including the Stock Exchange)).
About SMIC and SMIC Beijing
Semiconductor Manufacturing International Corporation ("SMIC";
NYSE: SMI; SEHK: 981) is one of the leading semiconductor foundries
in the world and the largest and most advanced foundry in mainland
China, providing integrated
circuit (IC) foundry and technology services at 0.35-micron to
40-nanometer. Headquartered in Shanghai,
China, SMIC has a 300mm wafer fabrication facility (fab) and
a 200mm mega-fab in Shanghai, a
300mm mega-fab in Beijing, a 200mm
fab in Tianjin, and a 200mm fab
project under development in Shenzhen. SMIC also has customer service and
marketing 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 SMIC. For more
information, please visit www.smics.com.
About ZDG
ZDG was established in 2010, by merging and restructuring the
existing development units of Zhongguancun Science Park. It holds
total assets of RMB 64,300 million
and net assets of RMB 16,400 million.
As an integrated and highly market-based business platform, its
mission is to promote the Innovation Demonstration Zone, drive the
hi-tech industry development. Its core businesses focus on
investment, science and technology park developments and financial
services. ZDG is an important carrier for Beijing Municipal
government to build the Zhongguancun National Innovation
Demonstration Zone with high standards, fulfills the strategic plan
of developing Beijing as a
"culturally enriched, technologically competitive and eco-friendly"
city, and supports the China's
transition towards an innovative nation.
About BIDIMC
BIDIMC is a company wholly owned by the State with capital
contributed in full by Beijing State-owned Assets Management Co.,
Ltd. It is a novel investment management company established with
the approval of the Beijing Municipal Government with the objective
of bringing into play the government's pivotal role in investing
activities and ensuring scientific and efficient application of
State-owned funds in fulfillment of the requirements of a Socialist
market economy. BIDIMC aims to revitalize the modern manufacturing
sectors in Beijing and facilitate
structural realignment of the State-owned industrial economy in
Beijing. Its investments are
focused on selected key projects relating to the construction of
industrial bases in the electronic information, modern equipment
manufacturing sectors and other industries in Beijing.
Safe Harbor Statements
(Under the Private Securities Litigation Reform Act of 1995)
This press release contains, in addition to historical
information, "forward-looking statements" within the meaning of the
"safe harbor" provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements are
based on SMIC's current assumptions, expectations and projections
about future events. SMIC uses words like "believe,"
"anticipate," "intend," "estimate," "expect," "project" and similar
expressions to identify forward-looking statements, although not
all forward-looking statements contain these words. These
forward-looking statements involve significant risks, both known
and unknown, uncertainties and other factors that may cause SMIC's
actual performance, financial condition or results of operations to
be materially different from those suggested by the forward-looking
statements, including among others risks associated with the
current global economic slowdown, orders or judgments from pending
litigation and financial stability in end markets.
Investors should consider the information contained in SMIC's
filings with the U.S. Securities and Exchange Commission (SEC),
including its Annual Report on Form 20-F filed with the SEC on
April 15, 2013, especially in the
"Risk Factors Related to Our Financial Condition and Business" and
"Operating and Financial Review and Prospects" sections, and such
other documents that SMIC may file with the SEC or the Hong Kong
Stock Exchange from time to time, including current reports on Form
6-K. Other unknown or unpredictable factors also could have
material adverse effects on SMIC's future results, performance or
achievements. In light of these risks, uncertainties,
assumptions and factors, the forward-looking events discussed in
this press release may not occur. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date stated, or if no date is stated, as of
the date of this press release. Except as may be required by
law, SMIC undertakes no obligation and does not intend to update
any forward-looking statement, whether as a result of new
information, future events or otherwise.
SMIC Contact Information:
English Media
Anny Liao
Tel: +86-21-3861-0000 x16036
Email: Anny_Liao@smics.com
Chinese Media
Angela Miao
Tel: +86-21-3861-0000 x10088
Email: Angela_Miao@smics.com
SOURCE Semiconductor Manufacturing International Corporation