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
S
IGNATURES
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: December 14, 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
|
2
Hong
Kong
Exchanges
a
nd
Clearing
Limited
a
nd
The
Stock
Exchange
of
H
ong
Kong
Limited
take
no
r
esponsibility
f
or
th
e
c
ontents
of
this
announcement,
make
no
representation
as
to
its
accuracy
o
r
completeness
and
expressly
disclaim
a
ny
liability
whatsoever
for
any
loss
howsoever
arising
from
or
in
reliance
upon
the
whole
or
any
part
of
the
c
ontents
of
t
his
announcement.
This
announcement
is
f
or
information
purposes
only
and
does
not
constitute
an
invitation
or
a
s
olicitation
of
a
n
o
ffer
to
acquire,
purchase
o
r
subscribe
f
or
securities
or
an
invitation
to
enter
i
nto
a
n
agreement
to
do
any
such
t
hings,
nor
is
it
calculated
to
invite
any
offer
t
o
acquire,
purchase
o
r
subscribe
f
or
any
securi
ties.
This
announcement
is
n
ot
an
offer
of
securities
for
s
ale
in
t
he
PRC,
Hong
Kong
and
the
United
States
o
r
elsewhere.
The
Placed
PSCS
are
not
available
f
or
general
subs
cription
in
Hong
Kong
or
elsewhere.
This
announcement
does
not
constitute
or
fo
rm
a
p
art
of
a
ny
offer
o
r
s
olicitation
t
o
purchase
o
r
subscribe
f
or
securities
in
the
United
States.
The
Placed
PSCS
mentioned
herein
have
not
been,
and
will
not
be,
r
egiste
red
under
the
Securities
A
ct,
a
nd
may
not
be
offered
o
r
sold
in
t
he
United
States
except
pursuant
to
registration
or
an
exemption
f
rom
the
registration
requirement
s
of
t
he
Securities
Act.
No
public
offering
of
the
Placed
PSCS
will
be
made
in
the
United
States.
SEMICONDUCTOR
M
ANUFACTURING
I
NTERNATIONAL
CORPORATION
(incorporated
in
t
he
Cayman
Islands
with
limited
li
ability)
(Stock
Code:
981)
COMPLETION
O
F
T
HE
ISSUE
O
F
US$65
MILLION
PERPETUAL
SUBORDINATED
CONVERTIBLE
SECURITIES
|
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Sole
Global
Coordinator
J.P.
Morgan
|
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J.P.
Morgan
|
Joint
Bookrunners
and
M
anagers
Deutsche
Bank
|
Barclays
|
3
Reference
is
m
ade
to
t
he
announcement
o
f
t
he
Company
dated
29
N
ovember
2017
relating
to,
among
others,
t
he
proposed
issue
o
f
t
he
Placed
PSCS
(the
‘‘
Announcement
’’
)
.
Unless
the
c
ontext
o
therwise
requires,
capitalised
t
erms
used
in
this
announcement
shall
have
the
same
meanings
a
s
thos
e
d
efined
in
the
Announcement.
The
Company
is
pleased
to
announce
that
a
ll
conditions
set
out
in
the
P
laced
P
SCS
Subscription
A
greement
have
been
fulfilled
and
completion
of
the
issue
of
the
P
laced
PSCS
in
the
p
rincipal
amount
of
US$65
million
took
place
on
14
D
ecember
2017.
T
he
Company
has
obtained
c
onditional
approval
from
the
S
tock
Exchange
f
or
the
listing
of,
and
p
ermission
to
d
eal
i
n,
the
39,688,654
Pla
ced
Conversion
Shares
and
has
a
lso
r
eceived
approval
from
the
S
ingapore
Exchange
f
or
the
listing
and
quotation
of
the
P
laced
PSCS.
The
P
laced
P
SCS
ar
e
expected
to
be
listed
on
th
e
S
ingapor
e
Exchange
on
15
D
ecember
2017.
The
net
proceeds
(after
deduction
of
fees,
commissions
and
expenses)
are
approximately
U
S$64.2
million.
The
P
laced
PSCS
have
been
offered
and
sold
to
the
following
placees:
|
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Name
of
Placee
|
Subscription
Amount
|
|
1.
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GIC
Private
L
imited
|
US$60
million
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2.
|
Rays
Capital
Partners
L
imited
|
US$5
million
|
To
the
b
est
o
f
t
he
Company’s
knowledge,
GIC
Private
L
imited
is
a
limited
liability
company
i
ncorporated
i
n
S
ingapore
and
is
principally
engaged
i
n
t
he
investment
of
developed
m
arket
equities,
emerging
market
equities,
nominal
bonus
and
c
ash,
inflation-
link
bonds,
and
private
e
quity
at
real
estate.
To
the
b
est
o
f
t
he
Company’s
knowledge,
R
ays
Capital
Partners
L
imited
is
a
limited
liability
c
ompany
incorporated
in
Hong
Kong
and
is
p
rincipally
engaged
i
n
investment
management
in
Far
East
A
sia
(
Ex-Japan)
for
pri
vate
clients
and
i
nstitutional
investors.
To
the
b
est
o
f
t
he
Company’s
knowledge,
inf
ormation
and
b
elief,
having
made
all
reasonable
enquiries,
each
of
the
p
lacees
(and
their
r
espective
ultimate
b
eneficial
owners)
is
independent
third
parties
not
connected
wi
th
the
Company
or
any
o
f
i
ts
subsidiaries
or
any
o
f
t
heir
respective
directors,
chief
executives
or
s
ubstantial
s
hareholders
or
any
o
f
th
eir
r
espective
a
ssociates.
Assuming
full
conversion
of
the
P
laced
PSCS
at
the
i
nitial
Conversion
Price
o
f
HK$12.78,
the
P
laced
P
SCS
will
be
convertible
i
nto
39,688,654
Pla
ced
Con
versio
n
Shares,
representing
(i)
a
pproximately
0.
81%
of
the
issued
s
hare
capital
o
f
t
he
Company
on
14
December
2017,
and
(ii)
a
pproximately
0
.80%
of
the
issued
s
hare
capital
o
f
t
he
Company
as
enlarged
by
the
issue
of
the
P
lace
d
Conversion
Shares
(assuming
that
t
here
is
no
change
in
the
issued
s
hare
capital
o
f
t
he
Company
a
s
at
14
D
ecember
2017,
save
f
or
the
issue
o
f
t
he
Placed
Conversion
Shares).
Reference
is
a
lso
m
ade
to
t
he
Announcement
r
elating
to,
among
other
things,
t
he
potential
exercise
of
pre-emptive
r
ight
and
t
he
potential
further
s
ubscription
of
perpetual
4
subordinated
convertible
securities
by
cer
tain
shareholders
of
the
Company.
Further
announcement(s)
will
be
made
by
the
Company
upon
t
he
entering
into
of
any
a
greement
as
a
r
esult
o
f
s
uch
potential
exercise
of
pr
e-emptive
r
ight
and
f
urther
subscription.
EFFECT
OF
CONVERSION
OF
THE
PLACED
P
SCS
O
N
T
HE
SHAREHOLDING
STRUCTURE
O
F
T
HE
COMPANY
The
following
table
i
llustrates
(i)
t
he
existing
shareholding
structure
o
f
t
he
Company;
(ii)
the
s
hareholding
structure
immediately
aft
er
the
issue
of
the
P
laced
PSCS
and
a
ssuming
no
conversion
of
the
P
laced
P
SCS
into
Placed
Conversion
Shares;
and
(iii)
t
he
shareholding
structure
immediately
a
fte
r
t
he
issue
o
f
t
he
Placed
PSCS
and
full
conversion
of
the
P
laced
P
SCS.
Immediately before completion Immediately after completion of the issue of the Placed PSCS Assuming full conversion of the of the issue of the Placed PSCS % of issued share capital of the Assuming no conversion of the Placed PSCS (Note 1) % of issued share capital of the Placed PSCS at the initial Conversion Price (Note 2) % of issued share capital of the Shareholder No. of Shares Company No. of Shares Company No. of Shares Company Datang (Note 3) 797,996,122 16.24% 797,996,122 16.24% 797,996,122 16.11% China IC Fund (Note 4) 740,000,000 15.06% 740,000,000 15.06% 740,000,000 14.94% Country Hill (Note 5) 90,559,889 1.85% 90,559,889 1.85% 90,559,889 1.83% Holders of Placed PSCS — — — — 39,688,654 0.80% Other Shareholders 3,284,306,141 66.85% 3,284,306,141 66.85% 3,284,306,141 66.32% Total 4,912,862,152 100.00% 4,912,862,152 100.00% 4,952,550,806 100.00%
Notes:
|
|
1.
|
Assuming
that
ot
he
r
than
th
e
Place
d
PSCS
,
no
f
urther
Share
is
issued
or
repurchased
b
y
t
he
Company,
no
iss
u
e
o
f
th
e
Subsc
ription
Securities,
no
Sha
re
option
is
exercised
,
no
Re
stricted
Sh
are
Unit
is
granted
and
no
c
o
nversi
on
into
Share
s
of
any
securities.
A
s
at
30
Septembe
r
2017
,
t
he
Company
had
98,570,820
outstanding
s
hare
options.
|
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2.
|
Assuming
that
ot
he
r
than
th
e
Place
d
PSCS
,
no
f
urther
Share
is
issued
or
repurchased
b
y
t
he
Company,
no
iss
u
e
o
f
th
e
Subsc
ription
Securities,
no
Sha
re
option
is
exercised
,
no
Re
stricted
Sh
are
Unit
is
g
ranted
and
no
conve
rsion
in
to
Shares
of
an
y
securities
other
than
the
P
laced
P
SCS.
As
at
30
Se
ptemb
e
r
2017,
th
e
Compa
ny
had
98
,
570,820
outstand
ing
s
hare
option
s.
|
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|
3.
|
B
a
se
d
on
th
e
l
at
es
t
i
n
f
or
m
at
i
on
pro
vi
d
e
d
to
th
e
Company,
all
s
uch
S
hares
a
re
held
by
Datang
HK,
a
wholly-owned
subsidiary
of
Datang.
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|
4.
|
B
a
se
d
on
th
e
l
at
es
t
i
n
f
or
m
at
i
on
pro
vi
d
e
d
to
th
e
Company,
all
s
uch
S
hares
a
re
held
by
Xinxin
HK,
a
wholly-owned
subsid
iary
of
China
IC
Fund.
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|
5
|
|
5.
|
Based
on
t
he
latest
information
p
rovided
to
t
he
Company,
all
s
uch
S
hares
a
re
held
by
Country
Hill
Limi
ted,
a
wholly-owned
subsidiary
of
Bridge
Hill
Investments
L
imited,
which
is
a
subsidi
ary
co
ntro
lle
d
by
China
I
nves
tment
Corporation.
|
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By
order
o
f
t
he
Board
Semiconductor
M
anufacturing
International
Corporation
Gao
Yonggang
Executive
D
irector,
Chief
F
inancial
O
fficer
and
Joint
C
ompany
S
ecretary
Shanghai,
14
December
2017
As
at
the
d
ate
of
t
his
announcement,
the
d
irectors
of
the
Company
are:
Executive
D
irectors
Zhou
Zixue
(Chairman)
Zhao
HaiJun
(
C
o-Chief
E
xecutive
Officer)
Liang
Mong
Song
(Co-Chief
E
xecutive
Officer)
Gao
Y
onggang
(Chief
Financial
Officer)
Non-executive
Directors
Tzu-Yin
Chiu
(Vice
Chairman)
Chen
Shanzhi
Zhou
Jie
Ren
K
ai
Lu
Jun
Tong
Guohua
Independent
Non-executive
Directors
Lip-Bu
Tan
William
Tudor
Brown
Carmen
I-Hua
Chang
Shang-yi
Chiang
Jason
J
ingsheng
Cong
*
For
ide
ntification
p
urpo
ses
6