Report of Foreign Issuer (6-k)
September 18 2017 - 6:06AM
Edgar (US Regulatory)
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 September, 2017
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:
x
Form 20-F
o
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):
o
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):
o
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:
o
Yes
x
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.
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Semiconductor Manufacturing International Corporation
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Date: September 18, 2017
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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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SEMICONDUCTOR MANUFACTURING
INTERNATIONAL CORPORATION
TO THE REGISTERED HOLDERS
OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”)
REPRESENTING ORDINARY SHARES OF
SEMICONDUCTOR MANUFACTURING
INTERNATIONAL CORPORATION
Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting.
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FOLD AND DETACH HERE
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FOR
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AGAINST
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FOR
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AGAINST
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Res. 1
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Res. 3
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Res. 2
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Res. 4
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Address Change
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Mark box, sign and indicate changes/comments below:
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Mark box at right if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions marked above.
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¨
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Sign Below
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Date:
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Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
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Semiconductor Manufacturing International Corporation
(“Company”)
ORDINARY RESOLUTIONS
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1.
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(a) To receive, consider, approve, confirm and ratify the amended and restated joint venture agreement
dated 10 August 2017 (the ‘‘
Amendment JV Agreement
’’) entered into between the Company, Semiconductor
Manufacturing International (Beijing) Corporation, SMIC Holdings Corporation, China Integrated Circuit Industry Investment Fund
Co., Ltd., Beijing Semiconductor Manufacturing and Equipment Equity Investment Center (Limited Partnership), Beijing Industrial
Developing Investment Management Co., Ltd., Zhongguancun Development Group and E-Town Capital International Investment & Development
Co., Ltd. in relation to further capital contributions towards Semiconductor Manufacturing North China (Beijing) Corporation, and
the transactions contemplated thereby;
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(b) To receive, consider, approve, confirm and ratify the capital increase and subscription agreement dated 10 August 2017 (the ‘‘
Capital Increase Agreement
’’) entered into between the Company, Semiconductor Manufacturing International (Beijing) Corporation, SMIC Holdings Corporation, China Integrated Circuit Industry Investment Fund Co., Ltd.*, Beijing Semiconductor Manufacturing and Equipment Equity Investment Center (Limited Partnership), Beijing Industrial Developing Investment Management Co., Ltd., Zhongguancun Development Group, ETown Capital International Investment & Development Co., Ltd. and Semiconductor Manufacturing North China (Beijing) Corporation, and the transactions contemplated thereby; and
(c) To authorise any director of the Company, for and on behalf of the Company, to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Amendment JV Agreement, the Capital Increase Agreement and transactions contemplated thereunder; and/ or (ii) any amendment, variation or modification of the Amendment JV Agreement, the Capital Increase Agreement and the transactions contemplated thereunder upon such terms and conditions as the board of directors of the Company may think fit.
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2.
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(a) To approve and confirm the proposed grant of 1,054,659 restricted share units (‘‘
RSUs
’’)
to Dr. Tzu-Yin Chiu, the former Chief Executive Officer of the Company, in accordance with the terms of the 2014 Equity Incentive
Plan, and subject to all applicable laws, rules, regulations and the other applicable documents; and
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(b) To authorise any director of the Company to exercise the powers of the Company to allot and issue the ordinary shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or to do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.
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3.
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(a) To approve and confirm the proposed grant of 1,687,500 restricted share units (‘‘
RSUs
’’)
to Dr. Haijun Zhao, the Chief Executive Officer of the Company, in accordance with the terms of the 2014 Equity Incentive Plan,
and subject to all applicable laws, rules, regulations and the other applicable documents; and
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(b) To authorise any director of the Company to exercise the powers of the Company to allot and issue the ordinary shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or to do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.
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4.
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(a) To approve and confirm the proposed grant of 187,500 restricted share units (‘‘
RSUs
’’)
to Dr. Tzu-Yin Chiu, a non-executive Director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and
subject to all applicable laws, rules, regulations and the other applicable documents; and
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(b) To authorise any director of the Company to exercise the powers of the Company to allot and issue the ordinary shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or to do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.
The full text of each resolution is set out in the
Notice of Extraordinary General Meeting of the Company dated 13 September 2017.
Semiconductor Manufacturing International Corporation
JPMorgan Chase Bank, N.A., Depositary
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P.O. Box 64507, St. Paul, MN 55164-0507
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Voting Instruction Card
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JPMorgan Chase Bank, N.A. (the
“Depositary”) has received advice that the Extraordinary General Meeting (the “Meeting”) of Semiconductor
Manufacturing International Corporation (the “Company”) will be held at 18 Zhangjiang Road, PuDong New Area, Shanghai,
People’s Republic of China, on Friday, September 29, 2017, at 2:00 p.m. (Shanghai time), for the purposes set forth on this
card.
If you are desirous of having
the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your ADRs FOR
or AGAINST the Resolutions to be proposed at the Meeting, kindly execute and forward to the Depositary the attached Voting Instruction
Card. The enclosed postage paid envelope is provided for this purpose. The Voting Instruction Card should be executed in such a
manner as to show clearly whether you desire the Nominee or the Nominees of the Depositary to vote FOR or AGAINST the Resolutions,
as the case may be. You may include instructions to give a discretionary proxy to a person designated by the Company. The Voting
Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., September 28, 2017 (New York City
Time). Only the registered holders of record at the close of business on September 18, 2017, will be entitled to execute the attached
Voting Instruction Card.
The signatory, a registered
holder of ADRs representing Ordinary Shares of the Company, of record as of September 18, 2017, hereby requests and authorizes
the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Ordinary Shares of the Company
represented by such ADRs, on the Resolutions at the Meeting.
These instructions, when properly
signed and dated, will be voted in the manner directed herein. If you mark the box to indicate that you wish to give a discretionary
proxy to a person designated by the Company, the underlying Ordinary Shares represented by your ADRs will be voted by such person
in his or her discretion.
NOTE: In order to have the
aforesaid shares voted, this Voting Instruction Card MUST be received by the Depositary before 12:00 p.m., September 28, 2017 (New
York City Time).
For more information regarding
the Meeting please visit the Company’s website at http://www.smics.com/eng/investors/ir_filings.php. If you wish to obtain
a hard copy of the Notice of Extraordinary General Meeting free of charge, you may do so by calling JPMorgan Shareholder Service
Center at 1 (800) 990-1135 or by emailing jpmorgan.adr@wellsfargo.com.
JPMorgan Chase Bank, N.A.,
Depositary
PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please see reverse side for Voting Instructions.
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