Report of Foreign Issuer (6-k)
May 23 2019 - 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 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:
☒
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
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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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Semiconductor Manufacturing International Corporation (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong
Exchanges
and
Clearing Limited
and
The
Stock
Exchange
of
Hong Kong
Limited
take
no
responsibility
for the
contents
of
this
circular,
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
circular.
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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RE-ELECTION
OF
DIRECTORS
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(2)
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PROPOSED
GENERAL MANDATE
TO
ISSUE
AND
REPURCHASE
SHARES
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AND
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(3)
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NOTICE
OF
ANNUAL GENERAL
MEETING
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The
notice convening
an
annual general meeting
of
the
Company
to be
held
at
5
Floor
SO1
Building,
18
Zhangjiang
Road,
Pu
Dong New Area,
Shanghai, People’s Republic
of
China
on 21
June 2019
at
1 :
30
p.m.
is
contained
in
this circular.
Shareholders
are
advised
to
read the
notice
and to
complete
and return
the
enclosed
form
of
proxy
for
use
at
the annual
general meeting
in
accordance
with
the
instructions printed
thereon.
Whether you are able to attend the annual general meeting or not, please complete and return the enclosed form of proxy to the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting at the annual general meeting in person. Only shareholders of record on 21 June 2019 are entitled to attend and vote at the annual general meeting.
*
for identification purposes only
22 May 2019
CONTENTS
Page
DEFINITIONS
...
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1
LETTER
FROM THE
BOARD
.
....... .......
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3
APPENDIX
I
—
DETAILS
OF THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL GENERAL
MEETING
...
8
APPENDIX II — EXPLANATORY STATEMENT ON REPURCHASE
MANDATE
16
NOTICE
OF
ANNUAL
GENERAL
MEETING
20
– i
–
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
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‘‘ADS(s)’’
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American depositary shares
of
the
Company,
each
of
which
represents
5
Common
Shares;
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‘‘AGM’’
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the
annual general meeting
of
the
Company
to be
held
at 18
Zhangjiang Road, PuDong
New
Area, Shanghai,
the PRC
on
Friday,
21
June 2019
at
1 :
30
p.m.;
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‘‘Articles of Association’’
the
Eleventh Amended
and
Restated Articles
of
Association
of
the
Company adopted
by
special resolution passed
at
the
annual general meeting
of
the
Company
held
on
2
June
2008;
‘‘associate(s)’’
has the
meaning
as
described
to it in
the
Listing
Rules;
‘‘Board’’
the
board
of
Directors;
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‘‘Common
Shares’’
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the
common shares
of
US$0.004
each
in
the
share capital
of
the
Company;
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‘‘Company’’
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Semiconductor
Manufacturing
International
Corporation
(
中芯
國際集成電路製造有限公司
*)
,
a
company
incorporated
in
the
Cayman
Islands
with
limited
liability
,
the
Shares
of
which
are
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listed on the main board of the Stock Exchange and the ADSs of which are listed on the New York Stock Exchange, Inc.;
‘‘connected
person(s)’’
has
the
meaning
ascribed
to
it
under
the
Listing
Rules;
‘‘controlling shareholder(s)’’
has the same meaning as ascribed to it under the Listing Rules;
‘‘Director(s)’’
director(s)
of
the
Company;
‘‘Group’’
the
Company
and its
subsidiaries;
‘‘HK$’’
Hong Kong
Dollars,
the
lawful currency
of
Hong
Kong;
‘‘Hong
Kong’’
Hong
Kong
Special
Administrative
Region
of
the
PRC;
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‘‘Issue
Mandate’’
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a
general
and
unconditional mandate proposed
to be
granted
to
the
Directors
to
exercise
the
power
of
the
Company
to,
among
other things, allot
and
issue Shares
set out
as
resolution
numbered
4
in
the
notice
of
AGM
at
pages
20 to 25
of
this
circular;
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–
1
–
DEFINITIONS
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*
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for
identification purposes
only
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–
2
–
DEFINITIONS
‘‘Latest Practicable Date’’
16
May
2019, being
the
latest practicable
date prior
to
the
printing
of
this
circular
for
ascertaining certain
information
contained
herein;
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‘‘Listing
Rules’’
|
the Rules
Governing
the
Listing
of
Securities
on
The
Stock
Exchange
of
Hong Kong
Limited;
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‘‘PRC’’
|
the
People’s Republic
of
China
(for the
purpose
of
this
circular excluding
Hong
Kong, Macau Special Administrative Region
of
the
People’s Republic
of
China and
Taiwan);
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‘‘Preferred
Shares’’
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preferred share(s)
of
US$0.004
each
in
the share
capital
of
the
Company;
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‘‘Repurchase
Mandate’’
a
general
and
unconditional mandate proposed
to be
granted
to
the
Directors
to
exercise
the
power
of
the
Company
to
repurchase Shares
set out
as
resolution numbered
5
in
the
notice
of
the
AGM
at
pages
20
to
25
of
this
circular;
‘‘SFC’’
the
Securities
and
Futures
Commission
of
Hong
Kong;
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‘‘SFO’’
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Securities
and
Futures Ordinance (Chapter
571
of
the Laws
of
Hong
Kong);
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‘‘Share(s)’’
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share(s)
of
all
classes
in
the
capital
of
the
Company
(including
but
not
limited
to
Common
Shares
and
Preferred
Shares);
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‘‘Shareholder(s)’’
the
holder(s)
of
the
Shares;
‘‘Stock
Exchange’’
The
Stock Exchange
of
Hong Kong
Limited;
‘‘substantial shareholder(s)’’
has the meaning ascribed to it under the Listing Rules;
‘‘Takeovers
Code’’
the
Code
on
Takeovers
and
Mergers
issued
by
the
SFC;
‘‘US’’ or
‘‘United States’’
the United States of America;
‘‘US$’’, ‘‘USD’’ or
‘‘US Dollars’’
United States dollars,
the lawful
currency
of
the
United
States; and
‘‘%’’
per
cent.
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3
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LETTER FROM THE BOARD
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)
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:
Chen Shanzhi Zhou Jie
Ren Kai Lu Jun
Tong Guohua
Independent non-executive Directors:
William
Tudor
Brown
Chiang Shang-Yi
Cong
Jingsheng
Jason
Lau
Lawrence
Juen-Yee
Fan Ren
Da
Anthony
Registered Office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111 Cayman Islands
Principal
Place
of
Business:
18
Zhangjiang
Road
PuDong
New
Area
Shanghai
201203
People’s Republic of China
22 May 2019
To the Shareholders
Dear Sir
or
Madam,
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(1)
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RE-ELECTION
OF
DIRECTORS
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(2)
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PROPOSED
GENERAL MANDATE
TO
ISSUE
AND
REPURCHASE
SHARES
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AND
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(3)
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NOTICE
OF
ANNUAL GENERAL
MEETING
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*
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for
identification purposes
only
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LETTER FROM THE BOARD
INTRODUCTION
The
purpose
of
this
circular
is to
provide
you with
information
on
the
businesses
to be
transacted
at
the AGM
in
respect
of, among
other matters,
(i) the
re-election
of
Directors
and
(ii)
the
proposed
grant
to
the
Directors
of
the
Issue
Mandate
and
Repurchase
Mandate.
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I.
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RE-ELECTION
OF
DIRECTORS
|
The Board
currently consists
of
four
Class
I
Directors, namely
Dr. Zhou
Zixue,
Dr. Gao
Yonggang,
Mr.
William
Tudor Brown and Dr. Tong
Guohua,
five
Class
II
Directors,
namely,
Dr. Chen
Shanzhi,
Mr.
Lu
Jun, Dr. Zhao
Haijun, Professor
Lau
Lawrence
Juen-
Yee and Mr. Fan Ren
Da
Anthony
and five
Class
III
Directors, namely
Mr.
Zhou
Jie,
Mr.
Ren Kai, Dr.
Chiang Shang-Yi,
Dr. Cong
Jingsheng Jason
and Dr.
Liang
Mong
Song.
Five Class III
Directors, namely,
Mr. Zhou Jie, Mr. Ren Kai, Dr.
Chiang
Shang-Yi,
Dr.
Cong Jingsheng Jason
and Dr.
Liang
Mong
Song, shall retire
from
office
at
the
AGM pursuant
to
Article
90 of
the
Articles
of
Association.
Each
of
Mr. Zhou Jie, Mr. Ren
Kai,
Dr.
Chiang Shang-Yi,
Dr.
Cong
Jingsheng Jason
and Dr. Liang Mong Song will,
being eligible, offer himself
for
re-election
as
a Class III
Director
at
the AGM.
If
re-elected
at
the
AGM, each
of
them will hold
office
for a term
ending
on
the
earlier
of
(a) the end
of
three
years
after the date
of
re-election;
or
(b) the date
of
the 2022
annual general meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any
other
applicable
law,
regulations
or
rules
of
stock
exchange.
Two
Class
II
Directors, Professor
Lau
Lawrence Juen-Yee
and Mr. Fan Ren
Da
Anthony,
whose
initial appointment
as
a
Director
took
effect
on 22
June
2018, shall retire
from
office
at
the
AGM
pursuant
to
Article
126
of
the
Articles
of
Association.
Each
of
Professor
Lau
Lawrence Juen-Yee
and
Mr. Fan Ren Da
Anthony
will, being
eligible,
offer
himself
for
re-election
as
a Class
II
Director
at
the AGM.
If
re-elected
at
the AGM,
he
will
hold
office
for a term
ending
on
the
earlier
of
(a) the end
of
three
years after the date
of
re-
election;
or
(b) the date
of
the 2021
annual general meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any other
applicable
law,
regulations
or
rules
of
stock
exchange.
Each
of
four
independent non-executive Directors
Dr.
Chiang Shang-Yi,
Dr.
Cong
Jingsheng Jason, Professor
Lau
Lawrence Juen-Yee
and Mr. Fan Ren
Da
Anthony
has
provided
an
annual confirmation
of
independence
to
the
Company,
and
confirmed
that they have fully
complied
with each
of
the
factors
for
assessing independence
set out
in
Rule
3.13
of
the
Listing Rules.
The
independent non-executive Directors
who will
stand
for
re-election
at
the AGM, have
provided valuable contributions
to
the
Company
and
demonstrated
their
ability
to
exercise independence
of
judgement
and
provide
a
balanced
and
objective
view
in
relation
to
the
Company’s affairs
which
continue
to be of
significant benefit
to
the
Company.
Mr.
Fan
Ren
Da
Anthony
is
holding eleven listed company directorships
as
independent non-executive directors.
All
of
them are not
involved
in
the
day-to-day
operations
of
the
businesses.
Mr.
Fan
had
disclosed
to
the
Company
the number and
nature
of
offices
held
in
public companies
or
organizations
and other
significant
commitments
each year with time
involved.
Mr. Fan
is
competent professional
and good
at
time
management
who
has
sound
knowledge
and
skills
to
effectively
handle
seventh
or
more
–
5
–
LETTER FROM THE BOARD
positions.
The
Board considers
Mr. Fan
devotes sufficient
time
to
the
Board.
The
board
also
believes
that the
re-election
of
the
above
four
independent non-executive Directors
to
be
Directors
of
the
Company
can
continuously enhance
the level
of
management
of
the
Company
and keep the
diversity
of
Board composition through leveraging
their
professional experience
and
knowledge, promote
the
objective decision-making
of
the
Board
and
contribute
to
the full and
impartial supervision
of
the
management
of
the
Company
in
accordance
with
the
interests
of
the
Company
and
the
Shareholders
as
a
whole.
Details
of
the
above-mentioned retiring Directors proposed
to be
re-elected
at
the AGM
are
set
out
in
Appendix
I
to
this
circular.
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II.
|
GENERAL
MANDATE
TO
ISSUE
AND
REPURCHASE
SHARES
|
At
the
annual general meeting
of
the
Company
held
on 22
June
2018,
the
Shareholders passed resolutions granting general mandates
to
the
Directors
to
issue
and
purchase Shares. These general mandates
will
lapse upon
the
conclusion
of
the AGM.
Resolutions
will
therefore
be
proposed
at
the AGM
to
renew the grant
of
these
general mandates.
The
relevant resolutions,
in
summary,
are:
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an
ordinary resolution
to
give the
Directors
a
general
and
unconditional mandate
to
allot, issue, grant, distribute
and
otherwise
deal with
additional Shares,
not
exceeding
20%
of
the
number
of
issued shares
of
the
Company
as at
the date
of
passing
such
resolution
(as
adjusted
in
accordance
with such
resolution),
for
the
period until
the
conclusion
of
the next
annual general meeting
of
the
Company
(or such
earlier period
as
stated
in
such
resolution);
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an
ordinary resolution
to
give the
Directors
a
general
and
unconditional mandate
to
exercise
the
powers
of
the
Company
to
repurchase
an
amount
of
Shares,
not
exceeding
10%
of
the
number
of
issued shares
of
the
Company
as at
the date
of
passing
such
resolution,
for the
period until
the
conclusion
of
the next
annual general meeting
of
the
Company
(or such
earlier period
as
stated
in
such
resolution);
and
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—
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conditional
on
the
passing
of
the
resolutions
to
grant
the
Issue Mandate
and the
Repurchase Mandate
in
the
preceding paragraphs,
an
ordinary resolution
to
authorize
the
Directors
to
exercise
the
powers
of
the
Company
to
allot, issue, grant, distribute
and
otherwise
deal with
additional Shares under
the
Issue
Mandate
in
respect
of
the
total number
of
issued shares
in
the
Company
purchased
by
the
Company.
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As at
the
Latest Practicable
Date, the
total number
of
the
Shares
in
issue
was
5,050,042,891. Subject
to
the
passing
of
resolution
no.
4 in
relation
to
the
Issue Mandate
and
in
accordance
with the
terms therein,
the
Company would
be
allowed
to
issue
additional Shares
of up to
the
aggregate amount
of a
maximum
of
1,010,008,578 Shares, representing
20%
of
the
existing number
of
issued shares
of
the
Company,
on
the
basis
that
no
further
Shares
will
be
issued
or
repurchased
prior
to
the
date
of
the
AGM.
–
6
–
LETTER FROM THE BOARD
As at the Latest Practicable Date, a total of 716,575,964 Common Shares remained to be issued on exercise of the conversion rights under (i) US$450 million zero coupon convertible bonds due 2022 issued by the Company on 7 July 2016, which are convertible into 371,589,972 Common Shares upon full conversion at the initial conversion price of HK$9.250 per Common Share, (ii) US$65 million perpetual subordinated convertible securities issued by the Company on 14 December 2017, which are convertible into 39,688,654 Common Shares upon full conversion at the initial conversion price of HK$12.780 per Common Share, (iii) US$200 million perpetual subordinated convertible securities issued by the Company on 29 June 2018, which are convertible into 122,118,935 Common Shares upon full conversion at the initial conversion price of HK$12.780 per Common Share, (iv) US$300 million perpetual subordinated convertible securities issued by the Company on 29 August 2018, which are convertible into 183,178,403 Common Shares upon full conversion at the initial conversion price of HK$12.780 per Common Share. Save as disclosed above and in the 2018 annual report of the Company, there were no other outstanding options, warrants and other derivatives and there were no exercise of any outstanding options, warrants and other derivatives during the year ended 31 December 2018 and up to the Latest Practicable Date.
An
explanatory statement providing
the
requisite information regarding
the
Repurchase Mandate
is
set out
in
Appendix
II to
this
circular.
GENERAL
Your attention is drawn to the appendices to this circular.
The full text
of
the
resolutions referred
to
above
is
set out
in
the
notice
of
AGM, attached
at
pages
20
to
25
of
this
circular.
RECOMMENDATIONS
The
Directors (including independent non-executive Directors)
are
of
the
opinion
that the
proposed resolutions
set out
in
the
notice
of
AGM are
in
the best
interests
of
the
Company
and the
Shareholders
as
a
whole. Accordingly,
the
Directors (save
in
respect
of
any
particular resolution relating
to
a
Director himself) recommend
the
Shareholders
to
vote
in
favour
of
the
proposed
resolutions
as
set
out
in
the
notice
of
AGM.
RESPONSIBILITY STATEMENT
This
circular,
for
which
the
Directors collectively
and
individually accept
full
responsibility, includes particulars
given
in
compliance
with the
Listing
Rules for
the
purpose
of
giving information
with
regard
to
the
Company.
The
Directors, having
made all
reasonable enquiries, confirm
that
to
the best
of
their
knowledge
and belief the
information
contained
in
this
circular
is
accurate
and
complete
in
all
material respects
and
not
misleading
or
deceptive,
and there are
no
other
matters
the
omission
of
which would
make
any
statement herein
or
this
circular
misleading.
–
7
–
LETTER FROM THE BOARD
ANNUAL
GENERAL
MEETING
The
voting
at
the AGM will
be
taken
by
a
poll.
The
Company
will make
an
announcement
of
the poll
results
in
accordance
with the
relevant requirements under
the
Listing
Rules
as
soon
as
possible.
To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon any Shareholders; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby it/he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its/his Shares to a third party, either generally or on a case-by-case basis.
A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Hopewell Centre, 17M Floor, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM. The completion of a form of proxy will not preclude you from attending and voting at the AGM in person.
For
determining
the
entitlement
to
attend
and vote
at
the AGM, the
register
of
members
of
the
Company
will
be
closed
from
18
June 2019
to 21
June 2019
(both
days
inclusive), during
which
period
no
transfer
of
shares
in
the Company will
be
registered.
In
order
to
qualify
for
attending
and
voting
at
the AGM, all
transfers, accompanied
by
the
relevant certificates,
must
be
lodged
with the
branch share registrar
of
the
Company,
Computershare
Hong Kong
Investor Services Limited,
at
Shops 1712–1716,
17th
Floor, Hopewell Centre,
183
Queen’s
Road
East, Wanchai,
Hong Kong
by no
later than 4 :
30
p.m.
on
Monday,
17
June
2019.
All
persons
who are
registered holders
of
the
Shares
on 21
June
2019,
the
record
date
for
the
AGM,
will
be
entitled
to
attend
and
vote
at
the
AGM.
MISCELLANEOUS
This circular has been prepared in both English and Chinese. In the case of inconsistency, the English text of this circular shall prevail over the Chinese text.
Yours faithfully,
On behalf of the Board of Directors of
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
–
8
–
APPENDIX I
DETAILS
OF
THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL
GENERAL
MEETING
The
following
sets out the
details
of
the
Directors
who
shall retire
and,
being eligible, offer themselves
for
re-election
at
the
AGM
pursuant
to
the
Articles
of
Association.
Liang Mong Song, aged 66, Executive Director
Dr.
Liang
Mong Song
became
the
Executive Director
and
Co-Chief Executive
Officer
of
the
Company
on 16
October 2017.
Dr.
Liang graduated
with a
doctor
of
philosophy
degree
in
electrical engineering
from the
Department
of
Electrical Engineering
and
Computer Sciences
at
University
of
California, Berkeley.
Dr. Liang has been
engaged
in
the
semiconductor industry
for over
33
years.
Dr. Liang held
senior director position
on
research
and
development
in
Taiwan Semiconductor Manufacturing Company Limited between
1992 and
2009.
Dr.
Liang
was
involved
in
memories
and
advanced logic process technology developments.
Dr. Liang owns over 450
patents
and has
published
over
350
technical
papers.
He
is
a
Fellow
of
Institute
of
Electrical
and
Electronics
Engineers
(IEEE).
Dr. Liang will enter into a
service contract
with the
Company immediately
after
re-
elected
in
the AGM. Dr. Liang will hold
office
for a term
ending
on
the
earlier
of
(a) the end
of
three years after
the date
of
re-election
or
(b) the date
of
the 2022
annual general
meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any
other applicable
law,
regulations
or
rules
of
stock exchange.
Dr.
Liang
is
entitled
to an
annual
cash
compensation
of
USD200,000,
net
of
tax. Dr.
Liang’s remuneration package
was
determined
by
the Board
according
to
the
Company’s Policy
on
Directors’
and
Senior
Management’s Remuneration
and with
reference
to
the
recommendation
of
the
compensation committee
and the
prevailing market conditions.
The total
amount
of
Dr.
Liang’s emoluments
for the year
ended
31
December
2018
is
US$478,000.
Dr.
Liang
is
subject
to
retirement
by
rotation
at
least
once
every three years
in
accordance
with
the
Articles
of
Association.
As at the Latest Practicable Date, Dr. Liang does not have any interest in the Shares within the meaning of Part XV of the SFO.
Dr. Liang does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.
Zhou Jie, aged 51, Non-executive Director
Mr. Zhou Jie has been a
Director
since
January 2009.
Mr. Zhou
is
the
Chairman
of
the
Board and the
secretary
of
CPC
party committee
of
Haitong Securities
Co., Ltd.
((listed
on
the
Shanghai Stock Exchange under
the
stock
code
of
600837; listed
on
the Hong
Kong
Stock Exchange under
the
stock
code
of
6837) since October 2016.
From
February
1992
to
June
1996,
Mr. Zhou
served
in
the
investment banking department
of
Shanghai
Wanguo
Holdings
Ltd. From June 1996
to
December 2001,
Mr. Zhou
served, successively,
as
the
manager
of
investment department,
the vice
general manager,
and the
chairman
of
the
board
of
directors
and the
general manager
of
Shanghai
SIIC
Asset Management
Co.,
Ltd.
From
December
2001
to
April 2003,
he
was the
director
and
general manager
of
SIIC
Medical Science
and
Technology (Group) Limited.
From
January
2002
to
July
2016,
he
acted,
successively,
as
the
executive
director
and
the
vice
executive
officer,
the
executive
–
9
–
APPENDIX I
DETAILS
OF
THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL
GENERAL
MEETING
director
and the
executive
vice
president,
the vice
chairman
and
chief executive officer
of
Shanghai Industrial Holdings Limited (listed
on
the Hong Kong
Stock Exchange under
the stock code
of
0363).
From
August
2004
to
July
2016,
he
was the
chief planning officer,
the
executive director
and vice
president,
the
executive director
and
executive
vice
president,
and the
president
and
deputy secretary
of
CPC
committee
of
SIIC
Shanghai (Holding)
Co.,
Ltd. From March 2010
to May
2012,
he
was the
chairman
of
the
supervisory committee
of
Shanghai Pharmaceuticals Holding
Co., Ltd.
(listed
on
the
Shanghai Stock Exchange under
the
stock
code
of
601607; listed
on
the Hong Kong
Stock Exchange under
the
stock
code
of
2607),
of
which
he
was the
chairman
of
the
board
of
directors
and the
secretary
of
CPC
committee
from Jun 2012
to
June 2013 and from May 2016
to
July
2016.
Mr. Zhou has been a
supervisor,
the
chairman
of
the
remuneration committee
of
Shanghai
Stock
Exchange,
the
president
of
Shanghai Securities Association,
and
the
representative
of
members
of
National Internet Finance Association
of
China since 2016,
the vice
chairman
of
Shanghai Financial Association,
the
president
of
Shanghai Association
of
Financial Planners,
and
an
arbitrator
of
Shanghai Arbitration Commission since 2017.
Mr. Zhou was
graduated
from the
College
of
Management
of
Shanghai
Jiao
Tong
University majoring
in
the
management engineering
with a
master’s degree
of
engineering
in
February
1992.
Mr.
Zhou
will
enter
into a
service contract
with the
Company immediately after
re-
elected
in
the AGM.
He
will hold
office
for a term
ending
on
the
earlier
of
(a) the end
of
three years after
the date
of
re-election;
or
(b) the date
of
the 2022
annual general meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any
other applicable
law,
regulations
or
rules
of
stock exchange.
Mr.
Zhou
is
not
entitled
to
any
emolument.
Mr. Zhou
is
subject
to
retirement
by
rotation
at
least
once
every three years
in
accordance
with the
Articles
of
Association.
As at the Latest Practicable Date, Mr. Zhou is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
Mr. Zhou does not have any
relationships
with any
directors, senior management,
other
substantial
or
controlling
shareholders
of
the
Company.
–
10
–
APPENDIX I
DETAILS
OF
THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL
GENERAL
MEETING
Ren Kai, aged 47, Non-executive Director
Mr. Ren Kai,
became
a
Director
of
the
Company
on 11
August
2015.
He
received
a
bachelor degree
in
industry
and
international trade
from
Harbin Engineering University.
Since
September
2014, Mr.
Ren
has been
serving
as
the Vice
President
of
Sino
IC
Capital.
From
October
2007
to
August 2014,
he
had
served
as
the
Director
of
the
Review
Board 4
of
the
Review Bureau
2
of
China
Development
Bank. From
October
2004
to
December
2007,
Mr. Ren
served
as
a
Deputy Director
of
each
of
the
Review Board
3 and the
Review Board
4
of
the
Review
Bureau 2
of
China
Development
Bank. From July 1995
to
October 2004,
Mr.
Ren had
worked
in
the
Electromechanical Textile Credit Bureau, Chengdu representative office,
the
Review
Bureau
4,
the
Review Bureau
3 and the
Review
Bureau 2
of
China
Development Bank.
Mr. Ren has been
engaged
in
loan
review programs
and
investment operations
in
the
fields
of
equipment
and
electronics;
he is
familiar
with
industrial
policies
and has
in-depth understanding
in
integrated circuit
and
related industries.
Mr. Ren
had
gained extensive experience
in
investment management while
he
was
working
in
the
Review
Board
2
of
China Development
Bank
as he
led the team
to
complete
the
review
of
hundreds
of
major
projects
with
annual review commitments
of
over
RMB100 billion
and
accumulative review commitments
of
over RMB30
billion
in
the
field
of
integrated
circuit.
Mr.
Ren
is
also
the
director
of
SJ
Semiconductor
(Jiangyin)
Corporation.
Mr. Ren will enter into a
service contract
with the
Company immediately
after
re-
elected
in
the AGM.
He
will hold
office
for a term
ending
on
the
earlier
of
(a) the end
of
three years after
the date
of
re-election;
or
(b) the date
of
the 2022
annual general meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any
other applicable
law,
regulations
or
rules
of
stock exchange.
Mr. Ren
is
currently entitled
to
an
annual
cash
salary
of
US$50,000 (including US$5,000
for
serving
as
a
member
of
the
Strategic Advisory Committee
of
the
Company),
his
compensation package
was
determined
by
the Board
in
accordance
with the
Company’s Policy
on
Directors
and
Senior
Management Remuneration
and with
reference
to
the
recommendation
of
the
Compensation Committee
and the
prevailing market conditions.
The
total
amount
of
Mr.
Ren’s
emoluments (including salary
and
bonus)
for the year
ended
31
December
2018
is
US$65,000.
Mr. Ren
is
subject
to
retirement
by
rotation
at
least
once
every three years
in
accordance
with the
Articles
of
Association.
As at
the
Latest Practicable Date,
Mr. Ren
is
not
interested
in
any
shares
of
the
Company within
the
meaning
of
Part
XV of
the
Securities
and
Futures Ordinance (Cap.
571
of
the Laws
of
Hong
Kong).
Save for the fact that Mr. Ren
is
the Vice
President
of
Sino
IC
Capital,
Mr. Ren does not have any
relationships
with any
directors, senior management, other substantial
or
controlling shareholders
of
the
Company.
–
10
–
APPENDIX I
DETAILS
OF
THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL
GENERAL
MEETING
Chiang Shang-Yi, aged 72, Independent Non-Executive Director
Dr.
Chiang Shang-Yi became
a
Director
of
the
Company
on 20
December
2016.
During
Dr.
Chiang’s
40- year
career
in
the
semiconductor industry,
he
has
contributed
to
the
research
and
development
of
CMOS, NMOS,
Bipolar,
DMOS, SOS, SOI, GaAs
lasers,
LED,
E-Beam lithography
and
silicon
solar
cells.
At
TSMC,
Dr. Chiang led TSMC
R&D
team set
milestones
in
semiconductor technology
in
the
0.25
μ
m, 0.18
μ
m, 0.15
μ
m, 0.13
μ
m, 90nm,
65nm,
40nm,
28nm, 20nm and 16nm FinFET
generations,
transformed
TSMC from a
technology follower
to
a
technology leader.
He
worked
at
Texas
Instruments
and
Hewlett-Packard after completing
his
study.
Then,
he
returned
to
Taiwan
in
1997
to
serve
as
TSMC’s
Vice
President
of
Research
and
Development.
He
was
Co-Chief Operating Officer
when
he
retired
at
the end
of
2013.
After
that,
Dr.
Chiang served
two more
years
as
the
Adviser
to
Chairman
at
TSMC.
Dr.
Chiang’s achievements
have won many
awards
and
honours.
In
2001,
he
was
chosen
as
one
of
the
50
‘‘Stars
of
Asia’’
by
Businessweek Magazine.
This
award recognizes
the
outstanding performance
of
TSMC’s R&D team
under
his
leadership,
his
vision
and
his
determination.
He
was made a Life
Fellow
of
the
Institute
of
Electrical
and
Electronics
Engineers (IEEE)
in
2002.
He
received
ERSO Award and was
honoured
as
National
Taiwan
University Distinguished
Alumni
in
2013.
He
won IEEE Ernst Weber
Managerial
Leadership Award
and was
elected
ITRI
(Industrial Technology Research Institute) Laureate
by
the
Taiwan Government
in
2015.
Dr. Chiang has devoted his career to advancing the semiconductor technology and developing the semiconductor industry, and is a pioneer in making digital technology commonplace in our society.
Dr.
Chiang earned
his
Bachelor
of
Science degree
from
National Taiwan University
in
1968,
his
Master
of
Science degree
from
Princeton University
in
1970 and his
Doctorate
from
Stanford University
in
1974,
all
in
Electrical
Engineering.
Dr.
Chiang
will enter into a
service contract
with the
Company immediately
after re-
elected
in
the AGM.
He
will hold
office
for a term
ending
on
the
earlier
of
(a) the end
of
three years after
the date
of
re-election;
or
(b) the date
of
the 2022
annual general meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any
other applicable
law,
regulations
or
rules
of
stock
exchange.
Dr.
Chiang
is
currently entitled
to
(i)
an
annual
cash
salary
of
US$50,000
(including
US$5,000
for
serving
as
a
member
of
the
Compensation
Committee
of
the
Company),
and
(ii)
equity awards,
which shall
be
additional granted every
year
to
subscribe
for
62,500
Common
Shares
of
the Company and
62,500 restricted
share units
to be
granted
in
accordance
with his
service contract
with the
Company.
Dr.
Chiang’s compensation package
was
determined
by
the Board
in
accordance
with the
Company’s Policy
on
Directors
and
Senior Management Remuneration
and with
reference
to
the
recommendation
of
the
Compensation Committee
and the
prevailing
market
conditions.
The
total amount
of
Dr.
Chiang’s emoluments
for the year
ended
31
December
2018
was
–
11
–
APPENDIX I
DETAILS
OF
THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL
GENERAL
MEETING
US$165,000 comprising
(i)
salaries
and bonus
of
US$65,000
and (ii)
share-based
compensation
of
US$100,000.
Dr.
Chiang
is
subject
to
retirement
by
rotation
at
least
once
every
three
years
in
accordance
with
the
Articles
of
Association.
As at
the Latest
Practicable
Date, Dr.
Chiang
was
interested
in
(i) the
share options
of
the
Company exercisable
into
187,500 Common Shares granted
to
him
by
the
Company pursuant
to
the 2014
Stock Option
Plan; and (ii)
187,500 Restrictive Share
Units
(‘‘RSUs’’)
granted
to
him
by
the
Company pursuant
to
the 2014
Equity Incentive
Plan
within
the
meaning
of
Part
XV of
the SFO.
Dr. Chiang does not have any
relationships
with any
directors, senior
management,
other
substantial
or
controlling
shareholders
of
the
Company.
Cong Jingsheng Jason, aged 56, Independent Non-Executive Director
Dr.
Cong Jingsheng Jason became
a
Director
on 14
February
2017. Dr. Cong
received
his B.S.
degree
in
computer science
from
Peking University
in
1985, his M.S. and
Ph.
D.
degrees
in
computer science
from the
University
of
Illinois
at
Urbana-Champaign
in
1987
and
1990, respectively.
He is
currently serving
as
a
Distinguished Chancellor’s Professor
at
the
Computer Science Department
of
University
of
California,
Los
Angeles,
the
Director
of
Center
for
Domain-Specific Computing,
and the
Director
of
VLSI
Architecture,
Synthesis
and
Technology
(VAST)
Laboratory.
He
served
as
the chair
of
the UCLA
Computer Science Department
from 2005
to
2008.
He is
a
co-director
of
the
Peking
University-UCLA
Joint Research Institute since
2009 and also a
distinguished visiting professor
at
Peking
University.
Dr. Cong
is
a
Co-founder
and the Chief
Scientific Advisor
of
Falcon Computing Solutions Inc.,
and
currently
he is
serving
as
its
Chairman
of
Board
of
Directors.
He is
currently
also a
director
of
Inspirit,
Inc.
Dr.
Cong’s research interests include electronic design automation
and
energy-efficient computing.
He
has
published
over 400
research
papers
in
these
areas.
He
received
12
Best
Paper Awards
and
three 10-Year
Retrospective
Most
Influential Paper Awards.
He
received
the 2011
ACM/IEEE
A.
Richard
Newton
Technical Impact
Award
in
Electric Design Automation
‘‘for
pioneering
work
on
technology mapping
for FPGA that has made
significant impact
on
the FPGA
research
community
and industry’’.
He
was
elected
IEEE
Fellow
in
2000 and ACM
Fellow
in
2008.
He
received
the 2010 IEEE
Circuits
and
System (CAS) Society Technical
Achievement
Award
and the 2016 IEEE
Computer Society Technical Achievement Award.
Dr. Cong
was elected
as
a
member
of
the
US
National Academy
of
Engineering
in
2017.
Dr. Cong will
enter
into a
service contract
with the
Company immediately after
re-
elected
in
the AGM.
He
will hold
office
for a term
ending
on
the
earlier
of
(a) the end
of
three years after
the date
of
re-election;
or
(b) the date
of
the 2022
annual general meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any
other applicable
law,
regulations
or
rules
of
stock
exchange.
Dr.
Cong
is
currently entitled
to
(i)
an
annual
cash
salary
of
US$45,000,
and (ii)
equity awards, which
shall
be
additional granted every
year
to
subscribe
for
62,500
Common
Shares
of
the
Company
and
62,500 restricted share units
to be
granted
in
accordance
with
his
service
contract
with
the
Company.
Dr.
Cong’s
compensation
package
was
determined
–
12
–
APPENDIX I
DETAILS
OF
THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL
GENERAL
MEETING
by
the Board
in
accordance
with the
Company’s Policy
on
Directors
and
Senior
Management Remuneration
and with
reference
to
the
recommendation
of
the
Compensation Committee
and the
prevailing
market
conditions.
The total
amount
of
Dr.
Cong’s emoluments
for the year
ended
31
December
2018 was
US$177,000 comprising
(i)
salaries
and bonus
of
US$58,000
and (ii)
share-based compensation
of
US$119,000.
Dr. Cong
is
subject
to
retirement
by
rotation
at
least
once
every
three
years
in
accordance with
the
Articles
of
Association.
As at
the
Latest Practicable Date,
Dr. Cong was
interested
in
(i)
61,875 Common Shares;
(ii) the
share options
of
the
Company exercisable
into
187,500 Common Shares granted
to
him
by
the
Company pursuant
to the
2014
Stock Option
Plan; and (iii)
125,625
RSUs
granted
to
him
by
the
Company pursuant
to
the 2014
Equity Incentive
Plan
within
the
meaning
of
Part
XV of
the
SFO.
Dr.
Cong
does not have any
relationships
with any
directors, senior management,
other
substantial
or
controlling
shareholders
of
the
Company.
Lau Lawrence Juen-Yee, aged 74, Independent Non-Executive Director
Professor
Lau
Lawrence Juen-Yee, became a Director
of
the
Company
on 22
June
2018,
he
received
his B.S.
degree
(with
Great Distinction)
in
Physics
from
Stanford University
in
1964 and his M.A. and Ph.D.
degrees
in
Economics
from the
University
of
California
at
Berkeley
in
1966 and 1969
respectively.
He
joined
the
faculty
of
the
Department
of
Economics
at
Stanford University
in
1966, becoming Professor
of
Economics
in
1976
and
the first
Kwoh-Ting
Li
Professor
in
Economic Development
at
Stanford University
in
1992.
From 1992
to
1996,
he
served
as
a Co-Director
of
the
Asia-Pacific Research Center
at
Stanford University,
and from 1997
to
1999,
as
the
Director
of
the
Stanford Institute
for
Economic Policy Research.
He
became Kwoh-Ting
Li
Professor
in
Economic
Development,
Emeritus,
upon his
retirement
from
Stanford University
in
2006.
From 2004
to
2010, Professor
Lau
served
as
Vice-Chancellor (President)
of
The
Chinese University
of
Hong
Kong.
From
September
2010
to
September 2014,
he
served
as
Chairman
of
CIC
International
(Hong
Kong)
Co.,
Limited. Since 2007, Professor
Lau has also been
serving
as
the Ralph and
Claire Landau Professor
of
Economics
at
The
Chinese University
of
Hong
Kong.
Professor
Lau
was
a member
of
the 11th and 12th
National Committees
of
the
Chinese People’s Political Consultative Conference
and
a Vice-Chairman
of
its
Subcommittee
of
Economics.
In
addition,
he
currently serves
as
a Vice-Chairman
of
the China
Center
for
International Economic Exchanges, a Vice-President
of
the
China Science Center
of
the
International Eurasian Academy
of
Sciences,
an
Adviser
to
the
National
Bureau
of
Statistics
of
the
People’s Republic
of
China, a member
of
the
International
Advisory
Council
of
the China
Development
Bank and
Chairman
of
the
Board
of
Directors
of
The
Chinese University
of
Hong Kong
(Shenzhen) Finance Institute.
In
addition,
he
also
serves
as
a member
of
the
Exchange
Fund
Advisory Committee
of
Hong Kong and the
Chairman
of
its
Governance Sub-Committee, a member
of
the Hong Kong
Trade Development Council
(HKTDC)
Belt
and
Road
Committee,
a
Vice-Chairman
of
Our
Hong
Kong
–
13
–
APPENDIX I
DETAILS
OF
THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL
GENERAL
MEETING
Foundation, a Member
and
Chairman
of
the Prize
Recommendation Committee,
LUI Che Woo
Prize Company,
as
well
as
a member
of
the
Board
of
Directors
of
the
Chiang Ching-
kuo
Foundation
for
International Scholarly Exchange, Taipei.
He
also
serves
as
an
Independent Non-executive Director
of
AIA Group
Limited (stock
code:
04457), CNOOC Limited (stock code: 00883),
and
Hysan Development Company Limited (stock code: 00014),
all
listed
on
the Hong Kong
Stock Exchange,
and
an
Independent Non-executive Director
of
Far
EasTone Telecommunications Company Limited (Taiwan stock
code:
4904)
listed
on
the
Taiwan
Stock
Exchange.
Professor
Lau will
enter
into
a service contract
with the
Company immediately after
re-
elected
in
the AGM.
He
will hold
office
for
a
term
ending
on
the
earlier
of
(a) the end
of
three years after
the date
of
re-election;
or
(b) the date
of
the 2022
annual general meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any
other applicable
law,
regulations
or
rules
of
stock
exchange.
Professor
Lau is
currently entitled
to
(i)
an
annual
cash
salary
of
US$60,000
(including
US$5,000
for
serving
as
a member
of
the
Compensation Committee, US$5,000
for
serving
as
a
member
of
Nomination Committee,
and
US$5,000
for
severing
as
a member
of
Strategic Advisory Committee
of
the
Company),
and (ii)
equity awards, which shall
be
additional granted every
year
to
subscribe
for
62,500 Common Shares
of
the
Company
and
62,500 restricted share units
to be
granted
in
accordance
with his
service contract
with
the
Company. Professor Lau’s compensation package
was
determined
by
the
Board
in
accordance
with the
Company’s Policy
on
Directors
and
Senior
Management
Remuneration
and with
reference
to
the
recommendation
of
the
Compensation
Committee
and the
prevailing market conditions.
The
total amount
of
Professor Lau’s emoluments
for the year
ended
31
December
2018 was
US$142,000 comprising
(i)
salaries
and bonus
of
US$32,000
and (ii)
share-based compensation
of
US$110,000. Professor Lau
is
subject
to
retirement
by
rotation
at
least
once
every three
years
in
accordance
with
the
Articles
of
Association.
As at
the Latest
Practicable
Date,
Professor
Lau was
interested
in
(i) the share
options
of
the
Company exercisable
into
187,500 Common Shares granted
to
him
by
the
Company pursuant
to
the 2014 Stock
Option
Plan; and (ii)
187,500
RSUs
granted
to
him
by
the
Company pursuant
to
the 2014
Equity Incentive
Plan
within
the
meaning
of
Part
XV of
the SFO.
Professor Lau does not have any relationships with any directors, senior management, other substantial or controlling shareholders of the Company.
Fan Ren Da Anthony, aged 59, Independent Non-Executive Director
Mr. Fan Ren
Da
Anthony, became
a
Director
of
the
Company
on 22
June
2018.
Mr. Fan
holds
a
Master’s Degree
in
Business Administration
from the
United States
of
America.
He is
the
chairman
and
managing director
of
AsiaLink Capital Limited.
He
is
also
an
independent non-executive director
of
CITIC
Resources Holdings Limited (Stock Code: 1205), Uni-President China Holdings
Ltd.
(Stock Code: 220), Raymond Industrial Limited (Stock
Code:
229),
Shanghai
Industrial
Urban
Development
Group
Limited
(Stock
Code:
–
14
–
APPENDIX I
DETAILS
OF
THE
DIRECTORS PROPOSED
TO BE
RE-ELECTED
AT
THE
ANNUAL
GENERAL
MEETING
563), China Development
Bank
International Investment Limited (Stock Code:
1062),
Technovator International Limited (Stock
Code:
1206),
Renhe
Commercial
Holdings
Company Limited (Stock
Code:
1387), Neo-Neon Holdings Limited (Stock Code:
1868),
Hong Kong
Resources Holdings Company Limited (Stock Code: 2882)
and
Tenfu
(Cayman) Holdings Company Limited (Stock Code: 6868),
all
listed
on
the Main
Board
of
the
Stock Exchange.
Mr. Fan
is
the
President
of The
Hong Kong
Independent
Non-
Executive Director Association,
and held
senior positions
with
various
international
financial
institutions.
Mr. Fan will
enter
into a
service contract
with the
Company immediately after
re-
elected
in
the AGM.
He
will hold
office
for a term
ending
on
the
earlier
of
(a) the end
of
three years after
the date
of
re-election;
or
(b) the date
of
the 2022
annual general meeting
of
the
Company, subject
to
the
provisions
of
the
Articles
of
Association
and any
other applicable
law,
regulations
or
rules
of
stock
exchange.
Mr. Fan
is
currently entitled
to
(i)
an
annual
cash
compensation
of
US$65,000
(including US$15,000
for
serving
as
the
Chairman
of
Audit
Committee
and
US$5,000a
member
of
the
Nomination Committee
of
the
Company),
and (ii)
equity awards,
which
shall
be
additional granted every
year
to
subscribe
for
62,500 Common Shares
of
the
Company
and
62,500 restricted
share units
to be
granted
in
accordance
with his
service contract
with
the
Company.
Mr. Fan’s
compensation package
was
determined
by
the
Board
in
accordance
with the
Company’s Policy
on
Directors
and
Senior Management Remuneration
and
with reference
to
the
recommendation
of
the
Compensation Committee
and the
prevailing
market conditions.
The
total amount
of
Mr.
Fan’s emoluments
for the year
ended
31
December
2018 was
US$144,000 comprising
(i)
salaries
and bonus
of
US$34,000
and
(ii)
share-based compensation
of
US$110,000.
Mr. Fan
is
subject
to
retirement
by
rotation
at
least
once
every
three
years
in
accordance
with
the
Articles
of
Association.
As at
the
Latest Practicable
Date, Mr. Fan was
interested
in
(i) the share
options
of
the
Company exercisable
into
187,500
Common
Shares granted
to
him
by
the
Company
pursuant
to
the 2014 Stock
Option
Plan; and (ii)
187,500
RSUs
granted
to him by
the
Company pursuant
to
the 2014
Equity Incentive
Plan
within
the
meaning
of
Part
XV of
the SFO.
Mr. Fan does not have any relationships with any directors, senior management, other substantial or controlling shareholders of the Company.
Save
as
disclosed herein,
no
Director holds
any
position
with the
Company
or
any
other member
of
the
Group,
nor has any
directorships
in
other listed companies
in
the past three years and there
is no
other
matter relating
to
any
of
the
abovementioned
Directors
that needs
to be
brought
to
the
attention
of
the
Shareholders
and there
is no
other information relating
to
the
abovementioned Directors which
is
required
to be
disclosed
pursuant
to
any
of
the
requirements
of
rule
13.51(2)
of
the
Listing
Rules.
–
15
–
APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This
is an
explanatory statement given
to
all
Shareholders relating
to
resolution
no.
5
on
the
notice
of AGM at
pages
20 to 25 of
this
circular
(the
‘‘Resolution’’) to be
considered,
and
if
thought
fit,
passed
by
the
Shareholders
at
the AGM
authorizing
the
Repurchase
Mandate.
LISTING RULES RELATING TO REPURCHASE OF SHARES
This
explanatory statement contains
the
information required
by
the
Listing
Rules,
which
provide
that all
repurchases
of
its own
shares
by
a
company
with its
primary
listing
on
the
Stock Exchange
must
be
approved
by
shareholders
in
advance
by an
ordinary
resolution, either
by
way
of
a
general mandate
to
its
directors
to
make such
repurchases
or
by
specific approval
in
relation
to
specific transactions
and that the
shares
to
be
repurchased
must
be
fully
paid
up.
SHARE CAPITAL
It is
proposed
that the
Repurchase Mandate
will
authorize
the
repurchase
by
the
Company
of
up to
10%
of
the
Shares
in
issue
as at
the date
of
passing
the
Resolution.
As
at
the
Latest Practicable
Date, the
authorized
share
capital
of
the
Company
is
US$42,000,000
consisting
of
10,000,000,000 Common Shares,
each with
a
par
value
of
US$0.004
and
500,000,000 Preferred Shares,
each with
a
par
value
of
US$0.004;
and the
issued share capital
of
the
Company
is
approximately US$20,200,172 comprising
5,050,042,891
Common Shares
in
issue. Subject
to
the
passing
of
the
Resolution
at
the AGM and
on
the basis that
no
new Common
Shares
will
be
issued
or
repurchased
up to
the date
of
passing
the
Resolution,
the
Company would
be
authorized under
the
Repurchase Mandate
to
repurchase
a
maximum
of
505,004,289 Shares (being
10%
of
the
Shares
in
issue)
during
the
period
in
which the
Repurchase Mandate remains
in
force.
REASONS FOR REPURCHASE
The
Directors believe
that
it is in
the best
interests
of
the
Company
and
the
Shareholders
to
have a
general authority
from the
Shareholders
to
enable
the
Directors
to
repurchase Shares
on
the
market.
Such
repurchases
may,
depending
on
market conditions
and
funding arrangements
at
the time, lead
to an
enhancement
of
the net value
of
the
Company
and its
assets and/or
its
earnings
(in each case
on
a per
Share basis)
and will
only
be
made when the
Directors believe
that such
repurchases
will
benefit
the
Company
and the
Shareholders.
FUNDING FOR REPURCHASE
Any
repurchase
of
securities
of
the
Company
would
be
made out
of
funds
legally
available
for such
purpose
in
accordance
with the
Articles
of
Association,
the
applicable
laws and
regulations
of
the
Cayman Islands
and the
Listing Rules.
It is
envisaged
that the
funds required
for any
repurchase would
be
derived
from the
distributable profits
of
the
Company.
–
16
–
APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
GENERAL
There might
be
a
material adverse
impact
on
the
working capital
or
gearing position
of
the
Company
as
disclosed
in
the
audited financial statements
of
the
Company
for the year
ended
31
December
2018
in
the
event
that the
Repurchase Mandate
were
to be
exercised
in
full
at
any time
during
the
proposed repurchase period. However,
the
Directors
do
not
propose
to
exercise
the
Repurchase Mandate
to
such
an
extent
as
would,
in
the
circumstances,
have a
material adverse effect
on
the
working capital requirements
of
the
Company
or
the
gearing level which
in
the
opinion
of
the
Directors
is
from time
to
time
appropriate
for the
Company.
DISCLOSURE OF INTERESTS
None
of
the
Directors
nor,
to
the best
of
their knowledge having
made all
reasonable enquiries,
any
of
their
associates,
has any
present intention,
in
the
event
that the
Repurchase
Mandate
is
approved
by
the
Shareholders,
to
sell
Shares
to
the
Company.
No
connected person
of
the
Company
has
notified
the
Company
that
he
has
a
present intention
to
sell
Shares
to
the
Company,
or
has
undertaken
not
to do
so,
in
the
event
that the
Repurchase Mandate
is
approved
by
the
Shareholders.
UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of the Cayman Islands.
–
17
–
APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
SHARE PRICES
During
each
of
the
twelve
months
preceding
the
Latest Practicable Date,
the
highest
and
lowest prices
at
which the
Shares
have been
traded
on
the
Stock Exchange
were
as follows:
|
|
|
|
|
|
Highest
(HK$)
|
Lowest
(HK$)
|
|
2018
April
|
$10.72
|
$9.49
|
|
May
|
$10.78
|
$9.98
|
|
June
|
$11.48
|
$9.90
|
|
July
|
$10.18
|
$9.27
|
|
August
|
$9.86
|
$8.51
|
|
September
|
$9.13
|
$8.35
|
|
October
|
$8.41
|
$5.99
|
|
November
|
$7.27
|
$6.34
|
|
December
|
$7.62
|
$6.76
|
|
2019
January
|
$7.41
|
$6.31
|
|
February
|
$8.48
|
$7.36
|
|
March
|
$8.50
|
$7.67
|
|
April
|
$8.39
|
$7.78
|
|
May (up to the Latest Practicable Date)
|
$9.12
|
$8.00
|
EFFECT OF THE TAKEOVERS CODE
If on exercise of the powers of repurchase pursuant to the Repurchase Mandate, the proportionate interest in the voting rights of the Company of a Shareholder increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at
the
Latest Practicable Date, according
to
the
register
kept
by
the
Company
pursuant
to
section
336
of
the SFO, (i)
Datang Telecom Technology
&
Industry Holdings
Co., Ltd.
(‘‘Datang Telecom’’), a
substantial shareholder
of
the
Company,
was
interested
in981,641,530 Common Shares, representing approximately 19.44%
of
the
issued share capital
of
the
Company;
(ii) China
Integrated Circuit Industry Investment
Fund
(‘‘China IC Fund’’), a
substantial shareholder
of
the
Company,
was
interested
in
980,233,304
Common
Shares, representing approximately 19.41%
of
the
issued share capital
of
the
Company;
(iii)
Tsinghua University
was
interested
in
374,665,110 Common Shares,
in
long
position
through
Tsinghua
Unigroup
Co.,
Ltd.
(a
51%
indirectly
held
subsidiary
of
Tsinghua
–
18
–
APPENDIX II
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
University and a 49% indirectly held subsidiary of Zhao Weiguo) and another corporation controlled by it, representing approximately 7.42% of the issued share capital of the Company.
Based
on
such
interests
and
assuming
that
no
further Shares
are
issued
or
repurchased
prior
to
the date
of
the AGM and
in
the
event
that the
Directors exercise
in
full the
power
to
repurchase securities
of
the
Company under
the
proposed Repurchase Mandate,
the
interests
of
Datang Telecom,
China
IC
Fund, Tsinghua University
will
be
increased
to
21.60%, 21.57%
and
8.24%
of
the
issued
share
capital
of
the
Company, respectively.
In
this
regard,
as at
the
Latest Practicable
Date, the
Directors
are not
aware
of
the
consequences
of
any
increase
in
the
voting rights
of
any
existing Shareholder resulting
from
an
exercise
in
full
by
the
Directors
of
the
power
to
repurchase securities
of
the
Company under
the
proposed Repurchase Mandate
that will
result
in
such
person becoming obliged
to
make
a mandatory offer under
Rule
26 of
the
Takeovers Code.
As at
the
Latest Practicable
Date,
approximately 59.76%
of
the
issued
share
capital
of
the
Company
was held
in
public hands. Based
on
such
percentage
of
shareholding
and
assuming
that
no
further Shares
are
issued
or
repurchased prior
to
the date
of
the AGM
and
in
the event that the
Directors exercise
in
full the
power
to
repurchase securities
of
the
Company under
the
proposed Repurchase Mandate, approximately 48.57%
of
the
issued
share
capital
of
the
Company
will
be
held
in
public hands.
The
Directors
have
no
present intention
to
exercise
the
proposed Repurchase Mandate
to
such
extent
as
will
result
in
less
than
25%
of
the
issued
share
capital
of
the
Company
held
in
public
hands.
SHARE PURCHASE MADE BY THE COMPANY
No purchase of Shares has been made by the Company on the Stock Exchange or otherwise in the six months immediately preceding the Latest Practicable Date.
–
19
–
NOTICE OF ANNUAL GENERAL MEETING
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)
NOTICE
OF
ANNUAL GENERAL
MEETING
NOTICE
IS
HEREBY GIVEN THAT the
annual general meeting
(‘‘AGM’’)
of
Semiconductor Manufacturing International Corporation
(the
‘‘Company’’)
will
be
held
on
21
June 2019
at
5
Floor
SO1
Building,18 Zhangjiang Road,
Pu
Dong New
Area,
Shanghai,
People’s Republic
of
China
at
1 :
30
p.m. for the
purpose
of
transacting
the
following
businesses:
ORDINARY BUSINESSES
|
|
1.
|
To
receive
and
consider
the
audited consolidated financial statements
and the
reports
of
the
directors
of
the
Company
(‘‘Director(s)’’)
and the
auditors
of
the
Company
for the year ended
31
December
2018.
|
|
|
|
2.
|
(a)
To
re-elect
Dr.
Liang
Mong
Song
as
an
executive
Director.
|
|
|
(b)
|
To
re-elect
Mr.
Zhou
Jie
as
a
non-executive
Director.
|
|
|
(c)
|
To
re-elect
Mr. Ren Kai
as
a
non-executive
Director.
|
|
|
(d)
|
To
re-elect
Dr.
Chiang
Shang-Yi
as
an
independent
non-
executive
Director.
|
|
|
(e)
|
To
re-elect
Dr. Cong
Jingsheng
Jason
as an
independent
non-executive Director.
|
|
|
|
(f)
|
To
re-elect Professor
Lau
Lawrence Juen-Yee
as an
independent
non-
executive
Director.
|
|
|
|
(g)
|
To
re-elect
Fan
Ren
Da
Anthony
as
an
independent
non-executive
Director
|
|
|
(h)
|
To
authorize
the
board
of
Directors
(the
‘‘Board’’)
to
fix
their
remuneration.
|
|
|
3.
|
To
re-appoint
PricewaterhouseCoopers
and
PricewaterhouseCoopers
Zhong
Tian
LLP
as
the
auditors
of
the
Company
for Hong Kong
financial reporting
and U.S.
financial reporting purposes, respectively,
and
to
authorise
the
audit committee
of
the Board
to
fix their
remuneration.
|
|
|
|
*
|
for
identification purposes
only
|
–
20
–
NOTICE OF ANNUAL GENERAL MEETING
SPECIAL BUSINESSES
To consider and, if thought fit, to pass with or without modification the following ordinary resolutions:
|
|
(A)
|
subject
to
paragraph
(B)
below,
the
exercise
by
the Board
during
the
Relevant Period
(as
defined below)
of
all the
powers
of
the
Company
to
allot,
issue, grant, distribute
and
otherwise
deal with
additional Shares
(as
defined
below)
and
to
make, issue
or
grant offers, agreements, options, warrants
and
other securities
which will
or
might require Shares
to be
allotted, issued, granted, distributed
or
otherwise dealt
with
during
or
after
the end
of
the
Relevant
Period,
be
and
is
hereby
generally
and
unconditionally
approved;
|
|
|
|
(B)
|
the
aggregate number
of
shares allotted, issued, granted, distributed
or
otherwise dealt
with
or
agreed conditionally
or
unconditionally
to
be
allotted, issued, granted, distributed
or
otherwise dealt
with
(whether
pursuant
to an
option, conversion
or
otherwise)
by
the
Board pursuant
to
the
approval
in
paragraph
(A)
above,
otherwise
than
pursuant
to:
|
|
|
|
(i)
|
a
Rights
Issue (as
defined below);
or
|
|
|
(ii)
|
any
option scheme
or
similar arrangement
for the time being
adopted
for the grant
or
issue
to
the
Directors and/or officers and/or employees
of
the
Company and/or
any
of
its
subsidiaries
of
Shares
or
rights
to
acquire
Shares,
including
without
limitation
pursuant
to
the
Company’s
|
|
(i)
2004 Stock
Option
Plan, 2004
Employee
Stock
Purchase
Plan and 2004
Equity Incentive
Plan; and (ii) 2014
Stock
Option
Plan,
2014
Employee
Stock
Purchase
Plan and 2014
Equity Incentive
Plan
adopted
by
the
Company
at
the
annual general meeting
of
the
Company
held
on 13
June
2013;
or
|
|
(iii)
|
the
exercise
of
rights
of
subscription
or
conversion
under the terms
of
any
warrant issued
by
the
Company
or
any
securities
which
are
convertible
into
Shares;
or
|
|
|
|
(iv)
|
any
scrip dividend
or
similar arrangement providing
for the
allotment
of
Shares
in
lieu
of
the
whole
or
part
of
a
dividend
on
Shares pursuant
to
the
articles
of
association
of
the
Company
(the
‘‘Articles
of
Association’’) from time
to
time,
|
|
shall not exceed the aggregate of:
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|
(a)
|
twenty
per
cent.
of
the
number
of
issued shares
of
the
Company
as at
the date
of
passing
this
Resolution
4
(the
‘‘Issue
Mandate
Limit’’);
and
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–
21
–
NOTICE OF ANNUAL GENERAL MEETING
|
|
(b)
|
(if the Board
is so
authorized
by
a
separate resolution
of
the
shareholders
of
the
Company)
the
aggregate number
of
shares
of
the
Company purchased
by
the
Company subsequent
to
the
passing
of
this
Resolution
4
(up
to
a
maximum equivalent
to
ten per cent.
of
the
number
of
issued shares
of
the
Company
as at
the date
of
passing
this
Resolution
4),
|
|
and the said approval shall be limited accordingly;
|
|
(C)
|
for the
purposes
of
calculating
the number
of
Shares
that
may be
issued
under the Issue
Mandate Limit,
the
number
of
new
Shares allotted
and
issued
upon the
exercise
of
any
right
to
subscribe
for
or
purchase Shares attached
to
any
Shares
(‘‘Convertible
Shares’’)
issued pursuant
to
this
resolution shall,
to
the
extent
of
the
amount
of
the
aggregate number
of
such new
Shares
to be
issued
that
is
equal
to
the
aggregate number
of
such
Convertible Shares
and
provided
that such
Convertible Shares
are
cancelled
on or
after
the
issue
of
such new
Shares,
be
disregarded;
|
|
|
|
(D)
|
for the
purpose
of
this
Resolution
4 :
|
|
|
(i)
|
‘‘Relevant Period’’
means
the
period
from (and
including)
the date
of
passing
this
Resolution
4
until
the
earlier
of:
|
|
|
|
(a)
|
the
conclusion
of
the
next
annual
general
meeting
of
the
Company;
|
|
|
(b)
|
the
expiration
of
the
period within which
the next
annual general meeting
of
the
Company
is
required
by
the
Articles
of
Association
or
by
law
to
be
held;
or
|
|
|
|
(c)
|
the
revocation
or
variation
of
the
authority given under
this
Resolution
4
by an
ordinary resolution
of
the
shareholders
of
the
Company
in
a
general
meeting;
|
|
|
|
(ii)
|
‘‘Rights
Issue’’
means
an
offer
of
Shares
open for
a
period fixed
by
the
Board
to
holders
of
Shares
on
the
register
of
members (and,
if
appropriate,
to
the
holders
of
warrants
and
other securities
which
carry
a
right
to
subscribe
or
purchase shares
in
the
Company
on
the
relevant register)
on
a
fixed
record
date
in
proportion
to
their
then
holdings
of
such
Shares (and,
if
appropriate,
such
warrants
and
other securities) (subject
to
such
exclusions
or
other arrangements
as
the Board
may
deem
necessary
or
expedient
in
relation
to
fractional
entitlements
or
having regard
to
any
legal
or
practical restrictions
or
obligations under
the laws of,
or
the
requirements
of
any
recognised
regulatory
body
or
any
stock exchange
in, any
jurisdiction
or
territory
applicable
to
the
Company);
|
|
|
|
(iii)
|
‘‘Common Shares’’
means the
common shares
of
par
value U$0.004
each
in
the
capital
of
the
Company;
|
|
–
22
–
NOTICE OF ANNUAL GENERAL MEETING
|
|
(iv)
|
‘‘Preferred Shares’’
means the
preferred shares
of
par
value
of
US$0.004
each
in
capital
of
the
Company;
and
|
|
|
|
(v)
|
‘‘Shares’’
means
shares
of
all
classes
in
the
capital
of
the
Company
(including
but not
limited
to
Common Shares
and
Preferred Shares)
and
warrants
and
other securities which carry
a
right
to
subscribe
for
or
purchase shares
in
the
Company.’’
|
|
|
|
(A)
|
subject
to
paragraph
(B)
below,
the
exercise
by
the Board
during
the
Relevant Period
of
all the
powers
of
the
Company
to
purchase Shares
on
The
Stock Exchange
of
Hong Kong
Limited
(the
‘‘Stock
Exchange’’) or
any
other stock exchange
on
which
the
Shares
may
be
listed
and which
is
recognised
for this
purpose
by
the Hong Kong
Securities
and
Futures Commission
and the
Stock Exchange,
in
accordance
with all
applicable
laws,
including
the
Hong
Kong Code
on
Share
Buy-backs
and the Rules
Governing
the
Listing
of
Securities
on
The
Stock Exchange
of
Hong Kong
Limited
(as
amended
from
time
to
time),
be
and
is
hereby generally
and
unconditionally
approved;
|
|
|
|
(B)
|
the
aggregate number
of
Shares which
may
be
purchased
or
agreed
conditionally
or
unconditionally
to be
purchased pursuant
to
the
approval
in
paragraph
(A) above
shall
not
exceed
ten per
cent.
of
the
number
of
issued
shares
of
the
Company
as at
the date
of
passing
of
this
Resolution
5,
and
the
said
approval
shall
be
limited accordingly;
and
|
|
|
|
(C)
|
for the
purpose
of
this
Resolution
5 :
|
|
|
(i)
|
‘‘Relevant Period’’
means
the
period
from (and
including)
the
passing
of
this
Resolution
5
until the
earlier
of:
|
|
|
|
(a)
|
the
conclusion
of
the
next
annual
general
meeting
of
the
Company;
|
|
|
(b)
|
the
expiration
of
the
period within which
the next
annual general meeting
of
the
Company
is
required
by
the
Articles
of
Association
of
the
Company
or
by
law
to
be
held;
or
|
|
|
|
(c)
|
the
revocation
or
variation
of
the
authority given under
this
Resolution
5
by an
ordinary resolution
of
the
shareholders
of
the
Company
in
a
general meeting;
and
|
|
|
|
(ii)
|
‘‘Shares’’
means
shares
of
all
classes
in
the
capital
of
the
Company (including
but not
limited
to
common shares
of
par
value US$0.004
each
in
the
capital
of
the
Company
and
preferred shares
of
par
value
US$0.004
each
in
the
capital
of
the
Company).’’
|
|
–
23
–
NOTICE OF ANNUAL GENERAL MEETING
|
|
6.
|
‘‘THAT,
conditional
on
the
passing
of
Resolutions
4
and
5,
the
exercise
by
the
Board
of
the
powers
referred
to
in
paragraph
(A)
of
Resolution
4
in
respect
of
the
share
capital
of
the
Company
referred
to
in
sub-paragraph
(b)
of
paragraph
(B)
of
Resolution
4,
be
and
is
hereby
approved
and
authorized.’’
|
|
By order of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, 22 May 2019
Principal place of business:
18 Zhangjiang Road Pu Dong New Area Shanghai 201203
People’s Republic of China
Registered office:
Cricket Square, Hutchins
Drive
P.O. Box 2681
Grand Cayman, KY1-1111 Cayman Islands
As at the date of this notice, 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
CHEN Shanzhi
ZHOU Jie
REN Kai
LU Jun
TONG Guohua
Independent Non-executive Directors
William Tudor BROWN
CHIANG Shang-Yi
CONG Jingsheng Jason
LAU Lawrence Juen-Yee
FAN Ren Da Anthony
–
24
–
NOTICE OF ANNUAL GENERAL MEETING
Notes:
|
|
1.
|
A
member entitled
to
attend
and vote
at
the
meeting convened
by
the above
notice
is
entitled
to
appoint
a
proxy
or,
if
such
member
is
a
holder
of
more than one
share,
more than one
proxy
to
attend
and vote
instead
of
such
member. Where
a
member appoints
more than one
proxy
the
instrument
of
proxy shall state which proxy
is
entitled
to
vote
on
a
poll.
A
proxy
need
not
be
a
member
of
the
Company.
|
|
|
|
2.
|
To be
valid,
a
form
of
proxy
must
be
delivered
to
the
Company’s branch
share
registrar, Computershare
Hong Kong
Investor Services Limited,
at
17M
Floor, Hopewell Centre,
183
Queen’s
Road East,
Wanchai,
Hong
Kong,
not less than
48
hours before
the
meeting
or
adjourned meeting
(or
24
hours before
a
poll
is
taken,
if
the poll
is
not taken
on
the same day
as
the
meeting
or
adjourned meeting).
If
a
proxy
form
is
signed under
a
power
of
attorney,
the
power
of
attorney
or
other
authority
relied
on to
sign
it
(or
an
office copy)
must
be
delivered
to
the
Company’s share registrar
with the
proxy form, except
that
a
power
of
attorney which
has
already
been
registered
with the
Company
need not
be so
delivered. Completion
and
return
of
a
form
of
proxy
will not
preclude
a
member
from
attending
in
person
and
voting
at
the
meeting
or
any
adjournment thereof should
he so
wish.
|
|
|
|
3.
|
The
register
of
members
of
the
Company
will
be
closed
from
Tuesday,
18
June 2019
to
Friday,
21
June 2019
(both
days
inclusive), during which period
no
transfer
of
shares
in
the
Company
will
be
registered.
In
order
to
qualify
for
attending
and
voting
at
the
AGM, all
transfers, accompanied
by
the
relevant certificates,
must
be
lodged
with
the
branch share registrar
of
the
Company, Computershare
Hong Kong
Investor Services Limited,
at
Shops
1712–1716,
17th
Floor, Hopewell Centre,
183
Queen’s
Road
East, Wanchai,
Hong Kong
by no
later
than
4 :
30
p.m.
on
Monday,
17
June
2019.
All
persons
who are
registered holders
of
the
Company’s shares
on 21
June
2019,
the
record
date
for
the
AGM,
will
be
entitled
to
attend
and
vote
at
the
AGM.
|
|
|
|
4.
|
Shareholders
are
advised
to
read the
circular
of
the
Company dated
22
May
2019
which
contains
information
concerning
the
resolutions
to
be
proposed
at
the
AGM.
|
|
|
|
5.
|
The
voting
at
the AGM will
be
taken
by
a
poll.
|
–
25
–
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