Semiconductor Manufacturing International
Corporation 2004 Stock Option Plan
Semiconductor Manufacturing International
Corporation 2004 Equity Incentive Plan
Semiconductor Manufacturing International
Corporation 2004 Employee Stock Purchase Plan
Semiconductor Manufacturing
International Corporation 2001 Stock Plan
Semiconductor Manufacturing International
Corporation 2001 Preference Shares Stock Plan
Semiconductor Manufacturing International
Corporation Amended and Restated 2004 Equity Incentive Plan
Semiconductor Manufacturing International
Corporation 2014 Stock Option Plan
Semiconductor Manufacturing International
Corporation 2014 Employee Stock Purchase Plan
Semiconductor Manufacturing International Corporation 2014
Equity Incentive Plan
(Full title of the plan)
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CT
Corporatio
n System
28 Liberty Street
New
York, New York 10005
(212)
590-9070
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(Name, address and telephone number, including area code, of agent for service)
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James C. Lin, Esq.
Davis Polk & Wardwell LLP
18
th
Floor, The Hong Kong Club
Building
3A Chater Road
Central, Hong Kong
+852 2533-3300
Indicate by check mark whether the Company
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
x
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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DEREGISTRATION OF UNSOLD SECURITIES
Semiconductor Manufacturing International
Corporation (the “Company”) has prepared this Post-Effective Amendment No. 1 to Form S-8 relating to the following
registration statements on Form S-8 (collectively, the “Registration Statements”):
(1) Registration Statement No. 333-113797,
pertaining to the registration of (a) 455,409,330 ordinary shares, par value $0.0004 per share (unadjusted for subsequent events)
(“Ordinary Shares”) under the Semiconductor Manufacturing International Corporation 2004 Equity Incentive Plan; (b)
1,317,000,000 Ordinary Shares under the Semiconductor Manufacturing International Corporation 2004 Stock Option Plan and the Semiconductor
Manufacturing International Corporation 2004 Employee Stock Purchase Plan; (c) 102,608,310 Ordinary Shares under the Semiconductor
Manufacturing International Corporation 2001 Stock Plan; and (d) 11,693,500 Ordinary Shares under the Semiconductor Manufacturing
International Corporation 2001 Preference Shares Stock Plan, which was filed with the U.S. Securities and Exchange Commission (“SEC”)
on March 22, 2004;
(2) Registration Statement No. 333-170770,
pertaining to the registration of (a) 1,117,667,733 Ordinary Shares under the Semiconductor Manufacturing International Corporation
2004 Stock Option Plan and the Semiconductor Manufacturing International Corporation 2004 Employee Stock Purchase Plan; and (b)
560,522,395 Ordinary Shares under the Semiconductor Manufacturing International Corporation Amended and Restated 2004 Equity Incentive
Plan, which was filed with the SEC on November 23, 2010; and
(3) Registration Statement No. 333-193189,
pertaining to the registration of (a) 3,207,377,124 Ordinary Shares under the Semiconductor Manufacturing International Corporation
2014 Stock Option Plan and the Semiconductor Manufacturing International Corporation 2014 Employee Stock Purchase Plan; and (b)
801,844,281 Ordinary Shares under the Semiconductor Manufacturing International Corporation 2014 Equity Incentive Plan, which was
filed January 6, 2014.
Prior to filing this Post-Effective Amendment,
the Company filed a Form 25 to notify the SEC of the delisting of its American Depositary Shares (each representing 5 ordinary
shares, par value $0.004 per share) (“ADSs”) from the NYSE. After filing this Post-Effective Amendment, the Company
intends to file a Form 15F to deregister and terminate its reporting and related obligations under the Securities Exchange Act
of 1934, as amended, and a post-effective amendment to its Registration Statement No. 333-168228 on Form F-6 for the purpose of
amending the deposit agreement in respect of its ADS program which it intends to convert into a sponsored Level 1 ADS program.
In accordance with an undertaking made by
the Company in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities
which remain unsold at the termination of the offering, the Company hereby amends the Registration Statements to withdraw from
registration the securities registered but unsold thereunder.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each individual whose signature appears below constitutes and appoints Dr. Zhao HaiJun, Dr. Liang Mong Song and Dr. Gao Yonggang,
jointly and severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective
and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Post-Effective Amendment No. 1 to Form S-8 has been signed by the following persons in the capacities indicated on June
14, 2019.
Signatures
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Title
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/s/ Zhou Zixue
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Chairman of the Board and Executive Director
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Zhou Zixue
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/s/ Zhao Haijun
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Co-Chief Executive Officer and Executive Director
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Dr. Zhao Haijun
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/s/ Liang Mong Song
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Co-Chief Executive Officer and Executive Director
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Dr. Liang Mong Song
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/s/ Gao Yonggang
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Chief Financial Officer and Executive Director
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Dr. Gao Yonggang
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Non-Executive Director
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Chen Shanzhi
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Non-Executive Director
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Zhou Jie
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Non-Executive Director
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Ren Kai
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Non-Executive Director
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Lu Jun
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/s/ Tong Guohua
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Non-Executive Director
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Dr. Tong Guohua
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/s/ William Tudor Brown
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Independent Non-Executive Director
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William Tudor Brown
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Independent Non-Executive Director
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Dr. Chiang Shang-Yi
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Independent Non-Executive Director
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Dr. Cong Jingsheng Jason
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/s/ Lau Lawrence Juen-Yee
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Independent Non-Executive Director
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Professor Lau Lawrence Juen-Yee
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/s/ Fan Ren Da Anthony
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Independent Non-Executive Director
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Fan Ren Da Anthony
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SIGNATURE OF
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of Semiconductor Manufacturing International Corporation, has signed this Post-Effective Amendment No.1 to Form S-8 on June 14,
2019.
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SMIC AMERICAS
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By:
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/s/ Claire Liu
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Name:
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Claire Liu
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Title:
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Authorized Representative
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