Report of Foreign Issuer (6-k)
May 24 2019 - 6:56AM
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 May, 2019
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
¨
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
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.
Date: May 24, 2019
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Semiconductor Manufacturing International Corporation
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By:
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/s/ 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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Announcement
of Intention to Delist American Depositary Shares From the New York Stock Exchange
And Intention to Deregister and Terminate
Reporting Obligations
Under the U.S. Securities Exchange Act
SHANGHAI, May 24,
2019 /PRNewswire/ -- Semiconductor Manufacturing International Corporation (“SMIC” or the “Company”;
NYSE: SMI; SEHK: 981) today announced that the Company has notified the New York Stock Exchange (“NYSE”) on May
24, 2019 (Eastern Time in the U.S.) that it will apply for the voluntary delisting of its American depositary shares
(“ADSs”) from the NYSE and the deregistration of such ADSs and underlying ordinary shares under the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors of SMIC approved the
delisting of its ADSs from NYSE and the deregistration of such ADSs and the underlying ordinary shares under the Exchange Act
due to a number of considerations, including the limited trading volume of its ADSs relative to its worldwide trading volume,
and the significant administrative burden and costs of maintaining the listing of the ADSs on the NYSE, the registration of
the ADSs with the United States Securities and Exchange Commission (the “SEC”) and complying with the periodic
reporting and related obligations of the Exchange Act.
As such, SMIC intends
to file a Form 25 with the SEC on or about June 3, 2019 to de-list its ADSs from the NYSE. The delisting of the ADSs from the NYSE
is expected to become effective ten days thereafter. The last day of trading of the ADSs on the NYSE will be on or about June 13,
2019. From and after that, SMIC will no longer list its ADSs evidenced by American Depositary Receipts (“ADRs”) on
the NYSE.
Once
the delisting has become effective and SMIC has met the criteria for deregistration, SMIC intends to file a Form 15F with the
SEC on or about June 14, 2019 to deregister its ADSs and the underlying ordinary shares under the Exchange Act. Thereafter, all
of SMIC’s reporting obligations under the Exchange Act will be suspended unless the Form 15F is subsequently withdrawn or
denied. Deregistration with the SEC and termination of SMIC’s reporting obligations under the Exchange Act are expected
to become effective 90 days after its filing of Form 15F with the SEC. Once the Form 15F is filed, SMIC will publish the information
required under Rule 12g3-2(b) of the Exchange Act on its website,
www.smics.com
. SMIC will also continue to comply with
its financial reporting and other obligations as a listed-issuer under the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”).
After delisting its ADSs
from the NYSE, SMIC remains committed to serve its investor and intends to maintain its ADR program as a Level I program, which
will enable American investors and current holders of SMIC ADSs to continue to hold and trade SMIC ADSs in the US over-the-counter
market. As a result of the delisting of the ADSs, the trading of SMIC’s securities will be concentrated on SMIC’s primary
market (The Stock Exchange of Hong Kong Limited).
SMIC reserves its rights
in all respect to delay or withdraw the aforementioned filings prior to their effectiveness and will issue any further announcement
if required under the Listing Rules or other applicable laws.
SMIC has filed with
the SEC its annual report on Form 20-F for the year ended December 31, 2018. The annual report is available on its website at
www.smics.com
. SMIC will provide hard copies of the annual report, free of charge, to its shareholders and ADS holders
upon request.
About SMIC
Semiconductor Manufacturing International
Corporation (“SMIC”; 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. SMIC provides
integrated circuit (IC) foundry and technology services on process nodes from 0.35 micron to 28 nanometer. Headquartered in Shanghai,
China, SMIC has an international manufacturing and service base. In China, SMIC 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 SMIC has a majority-owned 200mm fab.
SMIC also has marketing and customer service offices in the U.S., Europe, Japan, and Taiwan, and a representative office in Hong
Kong.
CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR”
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release may contain, 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 and Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange
Act of 1934. 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 are necessarily estimates reflecting judgment of SMIC’s
senior management and 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 cyclicality and market conditions in the semiconductor industry, intense
competition, timely wafer acceptance by SMIC’s customers, bad debt risk, timely introduction of new technologies, SMIC’s
ability to ramp new products into volume, supply and demand for semiconductor foundry services, industry overcapacity, shortages
in equipment, components and raw materials, availability of manufacturing capacity and financial stability in end markets.
Except as 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.
For more information, please visit
www.smics.com
.
Contact:
Investor Relations
+86-21-2081-2804
ir@smics.com
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