Report of Foreign Issuer (6-k)
June 25 2018 - 6:08AM
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 June, 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
1
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: June 22, 2018
|
By:
|
/s/ Dr. Gao Yonggang
|
|
|
|
Name:
|
Dr. Gao Yonggang
|
|
|
|
Title:
|
Executive Director, Chief Financial Officer and Joint Company Secretary
|
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)
POLL
RESULTS
OF
EXTRAORDINARY
GENERAL
MEETING
HELD
ON
22 JUNE 2018
|
|
|
The
Company
announces
that
the
proposed
resolutions
set
out
in
the
notice of the EGM were
duly
passed
by
the
Independent
Shareholders
by
way
of
poll at the EGM held on 22 June 2018.
|
Reference is made to the circular of the Company dated 23 May 2018 (the “
Circular
”) in relation to, among other things, the following:
|
(1)
|
the Datang Pre-emptive Share Subscription Agreement and the Datang PSCS Subscription Agreement;
|
|
|
(2)
|
the China IC Fund Pre-emptive Share Subscription Agreement and the China IC Fund PSCS Subscription Agreement;
and
|
|
Unless otherwise specified, capitalised terms used herein shall have the same meanings as defined in the Circular.
POLL RESULTS OF THE EGM
The Company announces that the proposed resolutions set out in the notice of the EGM contained in the Circular were duly passed by the Independent Shareholders by way of poll at the EGM held on 22 June 2018.
As at the date of the EGM, the total number of Shares in issue was 4,932,104,431 Shares. The Shareholders and authorised proxies holding an aggregate of 4,921,122,905 Shares, representing 99.777% of the total Shares in issue were present at the commencement of the EGM.
As at the date of the EGM:
3
|
(1)
|
the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 1 in respect of the
Datang Pre-emptive Share Subscription Agreement and the Datang PSCS Subscription Agreement
was 4,134,108,309
Shares;
|
|
|
(2)
|
the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 2 in respect of the
China IC Fund Pre-emptive Share Subscription Agreement and the China IC Fund PSCS Subscription Agreement
was 4,192,104,431 Shares;
|
|
|
(3)
|
the total number of Shares entitling the holders to attend the EGM and abstain from voting in favour of the proposed resolutions as set out in Rule 13.40 of the Listing Rules at the EGM was nil Shares; and
|
|
|
(4)
|
there were no Shares entitling the holders to attend and vote only against the resolution at the EGM.
|
|
As set out in the Circular and in accordance with the Listing Rules, Datang, Datang HK and their associates, being connected persons of the Company in respect of the Datang Subscription and holding 797,996,122 Shares representing approximately 16.18% of the total issued share capital of the Company as at the date of the EGM, were required to abstain from voting on the ordinary resolution numbered 1.
As set out in the Circular and in accordance with the Listing Rules, as China IC Fund, Xinxin HK and their associates, being connected persons of the Company in respect of the China IC Fund Subscription and holding 740,000,000 Shares representing approximately 15.00% of the total issued share capital of the Company as at the date of the EGM, were required to abstain from voting on the ordinary resolution numbered 2.
The Company confirms that each of Datang HK, Datang, Xinxin HK, China IC Fund and other associates of Datang and China IC Fund has abstained from voting at the EGM pursuant to the aforesaid arrangements.
4
The number of Shares represented by votes for and against the respective resolution at the EGM was as follows:
|
|
|
|
|
|
|
|
|
|
ORDINARY
RESOLUTIONS
|
No.
of
Votes
(%)
|
|
|
FOR
|
AGAINST
|
|
|
1.
|
(a)
(b)
(c)
(d)
(e)
(f)
|
To approve, confirm and ratify the Datang Pre-emptive Share Subscription Agreement in relation to the issue of the Datang Pre-emptive Shares and the transactions contemplated thereby.*
To approve the issue of the Datang Pre-emptive Shares to Datang HK pursuant to the terms and conditions of the Datang Pre-emptive Share Subscription Agreement.*
To approve, confirm and ratify the Datang PSCS Subscription Agreement in relation to the issue of the Datang PSCS and the transactions contemplated thereby.*
To approve, subject to the completion of the Datang PSCS Subscription Agreement, the creation and issue of the Datang PSCS to Datang HK pursuant to the terms and conditions of the Datang PSCS Subscription Agreement.*
To authorise the directors of the Company to allot, issue and deal with the Datang Pre-emptive Shares and the Datang Conversion Shares upon exercise of the conversion rights attaching to the Datang PSCS on and subject to the terms and conditions of the Datang Pre-emptive Share Subscription Agreement, the Datang PSCS Subscription Agreement and the Datang PSCS.*
To authorise any director(s) 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 to be necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Datang Pre-emptive Share Subscription Agreement, the Datang PSCS Subscription Agreement and transactions contemplated thereunder and/or (ii) any amendment, variation or modification of the Datang Pre-emptive Share Subscription Agreement, the Datang PSCS Subscription Agreement and the transactions contemplated thereunder.*
|
1,220,488,009
76.5733%
|
373,394,764
23.4267%
|
|
|
As
more
than
50%
of
the
votes
were
cast
in
favour
of
the
resolution,
the
resolution
was
duly
passed.
|
|
5
|
|
|
|
|
|
|
|
|
|
2
.
|
(a)
(b)
(c)
(d)
(e)
(f)
|
To approve, confirm and ratify the China IC Fund Pre-emptive Share Subscription Agreement in relation to the issue of the China IC Fund Pre-emptive Shares and the transactions contemplated thereby.*
To approve the issue of the China IC Fund Pre-emptive Shares to Xinxin HK pursuant to the terms and conditions of the China IC Fund Pre-emptive Share Subscription Agreement.*
To approve, confirm and ratify the China IC Fund PSCS Subscription Agreement in relation to the issue of the China IC Fund PSCS and the transactions contemplated thereby.*
To approve, subject to the completion of the China IC Fund PSCS Subscription Agreement, the creation and issue of the China IC Fund PSCS to Xinxin HK pursuant to the terms and conditions of the China IC Fund PSCS Subscription Agreement.*
To authorise the directors of the Company to allot, issue and deal with the China IC Fund Pre-emptive Shares and the China IC Fund Conversion Shares upon exercise of the conversion rights attaching to the China IC Fund PSCS on and subject to the terms and conditions of the China IC Fund Pre-emptive Share Subscription Agreement, the China IC Fund PSCS Subscription Agreement and the China IC Fund PSCS.*
To authorise any director(s) 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 to be necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the China IC Fund Pre-emptive Share Subscription Agreement, the China IC Fund PSCS Subscription Agreement and transactions contemplated thereunder and/or (ii) any amendment, variation or modification of the China IC Fund Pre-emptive Share Subscription Agreement, the China IC Fund PSCS Subscription Agreement and the transactions contemplated thereunder.*
|
1,591,651,304 99.8590%
|
2,247,559
0.1410%
|
|
As
more
than
50%
of
the
votes
were
cast
in
favour
of
the
resolution,
the
resolution
was
duly
passed.
|
|
|
|
|
|
|
|
6
*
The
full
text
of
the
resolutions above
is
set
out
in
the
Notice
of
EGM
contained in the Circular.
Computershare Hong Kong Investor Services Limited, Hong Kong branch share registrar of the Company, acted as the scrutineer for the vote-taking at the EGM. The work performed by Computershare Hong Kong Investors Services Limited did not include provision of any assurance or advice on matters of legal interpretation or legal entitlement to vote.
By order of the Board
Semiconductor
Manufacturing
International
Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, PRC
22 June 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
Tzu-Yin Chiu (
Vice Chairman
)
Chen Shanzhi
Zhou Jie
Ren Kai
Lu Jun
Tong Guohua
Independent Non-executive Directors
William Tudor Brown
Shang-yi Chiang
Jason Jingsheng Cong
Lawrence Juen-Yee Lau
Fan Ren Da Anthony
* For identification purposes only
7
Semiconductor Manufacturing (NYSE:SMI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Semiconductor Manufacturing (NYSE:SMI)
Historical Stock Chart
From Apr 2023 to Apr 2024
