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: May 22, 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)
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(1)
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GRANT
OF
SHARE
OPTIONS
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AND
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(2)
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NON-EXEMPT CONNECTED TRANSACTIONS -
PROPOSED
GRANT
OF
RESTRICTED SHARE UNITS
TO
DIRECTORS
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GRANT OF SHARE OPTIONS AND PROPOSED GRANT OF RESTRICTED SHARE UNITS TO DIRECTORS
The Board
announces
that
on
21 May 2019, the
Company conditionally granted an aggregate
of
125,000
share
options
under its 2014 Stock
Option
Plan
to
subscribe for Ordinary Shares, subject
to
acceptance
of the
grantees
and
compliance
with
applicable
laws and
regulations.
Among the share
options granted, 62,500
share
options were granted
to
Dr. Chen
and
62,500
share
options
were
granted
to
Mr. Brown
.
If any grant of the share options as detailed below has not been accepted by Dr. Chen or Mr. Brown or is not otherwise in compliance with any applicable laws and regulations, such grant in respect of the relevant grantee would not proceed or become effective for legal and regulatory purposes.
*
For
identification purposes
only
–
3
–
The Board announces that the Company proposes to grant 125,000 Restricted Share Units under the 2014 Equity Incentive Plan, subject to the Independent Shareholders’ approval at the EGM. Among the 125,000 Restricted Share Units to be granted, 62,500 Restricted Share Units will be granted to Dr. Chen and 62,500 Restricted Share Units will be granted to Mr. Brown. Each of the Restricted Share Units to be granted to Dr. Chen and Mr. Brown represents the right to receive an Ordinary Share on the date it vests.
It is intended that
62,500
and
62,500
Restricted Share Units to be
granted to Dr. Chen and Mr. Brown respectively will vest on 1 January 2020.
IMPLICATIONS UNDER THE LISTING RULES
Dr. Chen is a non-executive Director and Mr. Brown is an independent non-executive Director
.
As
such, each
of
Dr. Chen
and Mr. Brown
is
a
connected person
of
the
Company.
The
conditional
grant
of the
share
options
to
Dr. Chen
and
Mr. Brown was
approved
by
the
independent non-executive Directors (excluding Mr. Brown who is the grantee of the share options)
on
14 February
2019
in
accordance
with Rule
17.04(1)
of
the
Listing
Rules and the
announcement
of
the grant
of
the share
options
is
made
pursuant
to
Rule
17.06A
of
the
Listing Rules. Furthermore,
the
proposed
grant
of
125,000 Restricted
Share
Units
and
any transactions contemplated thereunder (including
the
allotment
and issue
of
any
new Ordinary Shares thereunder) constitutes non-exempt connected transactions
of
the Company
under
Chapter
14A
of
the
Listing
Rules
and
are thus
subject
to
reporting, announcement
and
the
Independent
Shareholders’ approval
requirements.
–
4
–
GRANT OF SHARE OPTIONS TO DIRECTORS
The Board
announces
that
on
21 May 2019, the
Company conditionally granted an aggregate
of
125,000
share
options
under the 2014 Stock
Option
Plan
to
subscribe for Ordinary Shares, subject
to
acceptance
of
the
grantees
and
compliance
with
applicable
laws and
regulations.
Among the 125,000
share
options granted,
62,500
share
options
were
granted
to
Dr. Chen
and 62,500
share
options
were
granted
to
Mr.
Brown.
If
any grant
of
the share
options
as
detailed
below has
not
been
accepted
by
Dr. Chen
or
Mr. Brown
or is
not
otherwise
in
compliance
with any
applicable
laws and
regulations,
such grant
in
respect
of
the
relevant grantee
would not
proceed
or be
effective
for legal and
regulatory purposes. Details
of
the share
options granted
are
as
follows:
Date
of
grant:
21 May
2019
Exercise price of the share options:
HK$
8.580
per Share
(being
the
higher
of
(a) the
closing market
price
of
the Shares
on
the
Stock
Exchange
as
stated
in
the
daily quotation
sheet
of
the
Stock
Exchange
(the
‘‘
Closing
Price
’’) on
21 May 2019, being
HK$8.580
and (b)
the average Closing
Price for the
period
from
14 May
2019
to
20 May
2019
(both
days
inclusive),
being
HK$8.194)
Number of share options granted:
125,000
share options, of which
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(i)
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62,500
share options were granted to Dr. Chen; and
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(ii)
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62,500 share options were granted to Mr. Brown.
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Closing price of the Shares on the date of grant:
Validity period of the share options:
The
share
options
are valid
for
a
period
of 10
years commencing
on
21 May
2019,
subject
to
earlier termination
as
provided
under
the
2014
Stock
Option Scheme
and
applicable
award
documents.
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5
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PROPOSED GRANT OF RESTRICTED SHARE UNITS TO DIRECTORS
The Board announces that at meeting of the Board held on 14 February 2019, the Board resolved to grant
125,0
00
Restricted Share Units (the ‘‘
Proposed RSU Grants
’’) under the 2014 Equity Incentive Plan, subject to the Independent Shareholders’ approval at the EGM. Among the
125,0
00
Restricted Share Units, 62,500 Restricted Share Units and 62,500
Restricted Share Units will be granted to
Dr. Chen
and Mr. Brown, respectively. Each of the Restricted Share Units to be granted to Dr. Chen and Mr. Brown represents the right to receive an Ordinary Share on the date it vests. It is intended that 62,500 and 62,500 Restricted Share Units to be granted to Dr. Chen and Mr. Brown respectively will vest on 1 January 2020.
In accordance with the terms of the 2014 Equity Incentive Plan, the Proposed RSU Grant will be made for no consideration, other than the minimum payment required by the applicable law in the Cayman Islands (which is the par value of the Ordinary Shares to be
issued pursuant thereto).
As at the date of this announcement, Dr. Chen is interested in 602,187 share options granted to him by the Company pursuant to the 2004 Stock Option Plan and the 2014 Stock Option Plan and is interested in 287,656 Restricted Share Units granted to him by the Company pursuant to the 2014 Equity Incentive Plan, representing in aggregate approximately 0.0176% of the total issued share capital of the Company. As at the date of this announcement, Mr. Brown is interested in a total of 87,500 share options granted to him by the Company pursuant to the 2014 Stock Option Plan and is interested in 87,500 Restricted Share Units granted to him by the Company pursuant
to the 2014 Equity Incentive Plan, representing approximately 0.0035% of the total issued share
capital of the Company.
Subject to the grant of the share options becoming effective and the Independent Shareholders’ approval of the Proposed RSU Grants at the EGM and assuming that no further Shares will be issued or repurchased by the Company prior to the date of the EGM, the maximum number of Ordinary Shares that may be issued to Dr. Chen and Mr. Brown in accordance with and subject to the terms of the 2014 Stock Option Plan and the 2014 Equity Incentive Plan would be 125,000 and 125,000 respectively, representing approximately 0.0025% and 0.0025% respectively of the total issued share capital of the Company as at the date of this announcement and 0.0025% and 0.0025% respectively of the enlarged total issued share capital of the Company. The total interests of Dr. Chen and Mr. Brown in the underlying shares of the Company under the 2004 Stock Option Plan (where applicable), 2014 Stock Option Plan and the 2014 Equity Incentive Plan would represent approximately 0.0201% and 0.0059% respectively of the total issued share capital of the Company as at the date of this announcement and 0.0201% and 0.0059% respectively of the enlarged total issue share capital of the Company.
Based on the closing price of HK$8.580 per Share as quoted on the Stock Exchange on 21 May 2019, the market value of the Restricted Share Units under the Proposed RSU Grants amounts to approximately HK$1,072,500.
REASONS FOR AND BENEFITS OF THE PROPOSED RSU GRANTS
The Proposed RSU Grants are part of the Company’s remuneration system, the purpose of which is to closely align the interests and benefits of and risk sharing among the Shareholders, the Company and the employees in order to maximise the motivation of the Directors.
The Proposed RSU Grants aim to provide sufficient incentives to attract, retain and motivate Dr. Chen and Mr. Brown to participate in the continuing operation and long-term development of the Company
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6
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and to recognise Dr. Chen, and Mr. Brown’s contributions to the growth of the Company.
Furthermore, there will not be substantial cash outflow by the Company under the Proposed RSU Grants. In this regard, the Directors (excluding the independent non-executive Directors and subject to advice from the Independent Financial Adviser) consider that the terms of the Proposed RSU Grants are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
SPECIFIC MANDATE TO ISSUE NEW ORDINARY SHARES
The new
Ordinary Shares
to be
issued
under the
Proposed
RSU
Grants
will
be
issued under
the
specific mandate granted
to
the
Directors
by
the
Shareholders
at
the
annual general meeting
of
the
Company
held
on 13
June 2013 for the issue
of
Shares
under
the
2014
Equity Incentive
Plan. The
Listing Committee
of the
Stock
Exchange
has
previously granted
its
approval
for the
listing
of, and
permission
to
deal in,
Ordinary Shares
to be
issued
under the 2014
Equity Incentive Plan, subject
to
the
fulfilment
of
all
other conditions
of
the 2014
Equity Incentive
Plan.
In
the
context
of the
grant
of
Restricted
Share Units and issue
of
Ordinary Shares pursuant thereto
under the 2014
Equity Incentive
Plan
to
a Director
as
a connected
person,
the
requirements
under
Chapter 14A of
the
Listing
Rules would
be
required
to
be
satisfied, including
the
obtaining
of
the approval
of
the
Independent Shareholders.
The total
number
of
such
new Ordinary
Shares
which may
be
issued
under the 2014
Equity Incentive
Plan will not
exceed 80,184,428.
LISTING RULES IMPLICATIONS
Dr. Chen is a non-executive Director of the Company and Mr. Brown is an independent non-executive Director of the Company. As such, each of Dr. Chen and Mr. Brown is a connected person of the Company. The conditional grant of the share options to Dr. Chen and Mr. Brown was approved by the independent non-executive Directors (excluding Mr. Brown who is the grantee of the share options) on
14 February
2019 in accordance with Rule 17.04(1) of the Listing Rules and the announcement of the grant of the share options is made pursuant to Rule 17.06A of the Listing Rules
Furthermore,
the
proposed
grant
of
125,000
Restricted
Share Units and any
transactions contemplated thereunder (including
the
allotment
and issue
of
any new
Ordinary Shares thereunder) constitutes non-exempt connected transactions
of
the
Company under Chapter
14A
of
the
Listing
Rules and are thus
subject
to
reporting, announcement and
the
Independent Shareholders’ approval requirements.
The
Company
has
established the Independent
Board
Committee
to
advise
the
Independent Shareholders
in
respect
of
the Proposed
RSU
Grants
and any
transactions contemplated thereunder.
An
Independent Financial Adviser
will
be
appointed
to
advise the
Independent
Board
Committee
and
the Independent Shareholders
in
respect
of the
Proposed
RSU
Grants
and any
transactions contemplated
thereunder.
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7
–
GENERAL
An
ordinary resolution
will
be
proposed
at
the EGM
to
approve the
Proposed
RSU Grants
and any
transactions contemplated thereunder (including
the
allotment
and
issue
of
any
new
Ordinary Shares thereunder).
A
circular containing,
among other things
, details
of the
Proposed
RSU
Grants,
a letter
from the
Independent
Board
Committee and a
letter from
the
Independent Financial Adviser together
with the
notice convening the
EGM will
be
dispatched
to
the
Shareholders
at a
later
date
as
more time
is
required
to
ascertain
the
relevant information
therein.
INFORMATION
ABOUT THE
COMPANY
Semiconductor Manufacturing International Corporation (NYSE: SMI; SEHK: 981), 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; additionally, in Italy the Company has a majority-owned 200mm fab. The Company also has marketing and customer service offices in the U.S., Europe, Japan, and Taiwan, and a representative office in Hong Kong.
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8
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DEFINITIONS
In
this
announcement,
the
following expressions
have the
meanings
set out below
unless
the
context otherwise
requires:
‘‘2014 Equity Incentive Plan’’
the
2014
equity incentive
plan
adopted
by
the
Company pursuant
to
a
resolution passed
by
the
Shareholders at
the annual general meeting
of
the
Company
held
on 13
June
2013
and
effective
from
15
November
2013 upon its
registration with
SAFE,
a
summary
of
which
is
set
out
in
the
2015
Annual
Report
‘‘2014 Stock Option Plan’’
the 2014 stock option plan adopted by the Company by way of a Shareholders’ resolution on 13 June 2013 which became effective from 15 November 2013
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‘‘ADS(s)’’
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American depositary share(s)
of
the
Company,
each
of
which represents
5
Ordinary
Shares
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