Filing Details

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² This calculation is rounded to the nearest tenth and is based on 4,649,527,864 shares of Common Stock of the Issuer outstanding as of April 27, 2017.

                    

Item 1. Security and Issuer

 

This Schedule 13D jointly filed with the Securities and Exchange Commission (the “SEC”) with respect to the common stock, par value US$0.004 per share (the “Common Stock”) of Semiconductor Manufacturing International Corporation (“SMIC” or the “Issuer”), a company incorporated in the Cayman Islands, having its principal executive offices at 18 Zhangjiang Road, Pudong New Area, Shanghai 201203, People’s Republic of China.

Name		Citizenship		Present Principal Occupation or Employment		Business Address
Wang Zhanfu		Chinese		Chairman of the board of directors		22/F Bldg,C, No.1 Zhenwumiao Rd., Xicheng Dist., Beijing, People’s Republic of China.
Ding Wenwu		Chinese		President		21/F Bldg,C, No.1 Zhenwumiao Rd., Xicheng Dist., Beijing, People’s Republic of China.
Wang Yanxin		Chinese		Chairman of the Supervisory Board		22/F Bldg,C, No.1 Zhenwumiao Rd., Xicheng Dist., Beijing, People’s Republic of China.
Wei Jun		Chinese		Executive Vice President		21/F Bldg,C, No.1 Zhenwumiao Rd., Xicheng Dist., Beijing, People’s Republic of China.
Huang Dengshan		Chinese		Executive Vice President		21/F Bldg,C, No.1 Zhenwumiao Rd., Xicheng Dist., Beijing, People’s Republic of China.
Zhang Chunsheng		Chinese		Executive Vice President		21/F Bldg,C, No.1 Zhenwumiao Rd., Xicheng Dist., Beijing, People’s Republic of China.

                          

(d) — (e) During the past five years, neither China IC Fund nor, to the best of its knowledge, any person named in Schedule A above, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Schedule B below lists the executive officers and directors of HKCo and contains the information concerning each person including: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship:

 

Schedule B

 

(d) — (e) During the past five years, neither HKCo nor, to the best of its knowledge, any person named in Schedule B above, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

On February 12, 2015, China IC Fund and SMIC entered into a share purchase agreement (the “SMIC SPA”), pursuant to which, subject to the terms and conditions of the agreement, SMIC agreed to issue to China IC Fund, and China IC Fund agreed to subscribe from SMIC, 4,700,000,000 shares of Common Stock of SMIC at the purchase price of HK$ 0.6593 per share, totaling HK$3,098,710,000. This transaction was closed on June 8, 2015 and whereby China IC Fund, via HKCo, acquired the said shares, representing approximately 11.6% of the issued share capital of SMIC.

 

On October 14, 2015, China IC Fund and Country Hill Limited, a wholly-owned subsidiary of China Investment Corporation, entered into a share purchase agreement (the “CIC SPA”), pursuant to which, Country Hill Limited agreed to sell, and China IC Fund agreed to purchase, 2,700,000,000 shares of Common Stock at the purchase price of HKD 0.75 per share, totaling HK$2,025,000,000.  This transaction was closed on December 28, 2015.  Upon closing of the transaction, China IC Fund, via HKCo, held an aggregate of 7,400,000,000 shares of Common Stock, representing 17.7% of the issued share capital of SMIC.

 

Both of the subscription of the 4,700,000,000 shares from SMIC and the purchase of 2,700,000,000 shares from Country Hill Limited were funded by China IC Fund’s own working capital.

 

In December 2016, as a result of the Issuer’s consolidation of every 10 shares of its Common Stock into one share of Common Stock, the number of shares held by HKCo was changed from 7,400,000,000 to 740,000,000.

 

         

           

Recently, the Issuer’s total issued and outstanding Common Stock increased as a result of the exercising of certain stock options and conversion of certain convertible bonds into Common Stock, which caused the percentage of shares held by HKCo to become 15.9% as of April 27, 2017.

 

Other than the transactions as described in this Item 3 above, none of the Reporting Persons nor, to their best knowledge, any of the persons set forth on Schedule A and Schedule B above, has effected any transaction in the Common Stock.

 

The description of the SMIC SPA and the CIC SPA is a summary and is qualified in its entirety by the terms of such agreements, copies of which are attached hereto as Exhibits 1 and 2, respectively.

 

Item 4. Purpose of Transaction

 

The information set forth in Item 3 of this Schedual13D is hereby incorporated by reference in its entirety into this Item 4.

 

The Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable, subject to applicable law, to benefit from changes in market prices of such Common Stock, changes in the Issuer’s operations, business strategy or prospects, or from sale or merger of the Issuer.  To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors.  Such factors and discussions may materially affect, and result in, subject to the limitations set forth in applicable law, the Reporting Persons’ modifying their ownership of the Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or pursuing one or more of the other actions described in subsections (a) through (j) of the instructions under Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

(a) — (b) As of the date of this Schedule 13D, China IC Fund may be deemed to have (i) beneficial ownership and (ii) shared power with HKCo to vote or direct to vote, and shared power with HKCo to dispose or direct disposition of, 740,000,000 shares of Common Stock, representing 15.9% of the outstanding Common Stock of SMIC.  China IC Fund may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer because HKCo, the record owner of the Common Stock, is China IC funds’ wholly-owned subsidiary.

 

As of the date of this Schedule 13D, HKCo may be deemed to have (i) beneficial ownership and (ii) shared power with China IC Fund to vote or direct to vote, and shared power with China IC Funds to dispose or direct disposition of, 740,000,000 shares of Common Stock, representing 15.9% of the outstanding Common Stock on an as-converted basis. HKCo may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer because HKCo is the record owner of the Common Stock.

 

(c) Other than the transactions as described in Item 3 above, none of the Reporting Persons nor, to their best knowledge, any of the persons set forth on Schedule A and Schedule B above, has effected any transaction in Common Stock during the past sixty (60) days.

 

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by China IC Fund and HKCo.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities

 

The information disclosed in Items 3 through 5 above is incorporated herein by reference.

 

Pursuant to Rule 13d-1(k), the Reporting Persons have entered into an agreement, attached hereto as Exhibit 3, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto.

 

Item 7. Material to be Filed as Exhibits

                

Exh. No.		Document
1		Share Purchase Agreement, dated February 12, 2015, by and between Semiconductor Manufacturing International Corporation and China Integrated Circuit Industry Investment Fund Co., Ltd. with respect to the acquisition of 4,700,000,000 shares of Common Stock (incorporated by reference to Exhibit 4.15 to the Issuer’s annual report on Form 20-F filed on April 28, 2015).
2		Share Purchase Agreement, dated October 14, 2015, by and between Country Hill Limited and China Integrated Circuit Industry Investment Fund Co., Ltd. with respect to the acquisition of 2,700,000,000 of shares of Common Stock.
3		Joint Filing Agreement, dated May 8, 2017, by and between China Integrated Circuit Industry Investment Fund Co., Ltd. and Xinxin (Hongkong) Capital Co., Limited with respect to the joint filing of Schedule 13D.

 

 

      

Date:   May 8, 2017	China Integrated Circuit Industry Investment Fund Co., Ltd.
		By:	/s/ Wang Zhanfu
		Name:	Wang Zhanfu
		Title:	Authorized Representative
	Xinxin (Hongkong) Capital Co., Limited
		By:	/s/ Wu Fengshuo
		Name:	Wu Fengshuo
		Title:	Authorized Representative

 

 

 

 

 

 

 

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