A share code: 688981 A share abbreviation: SMIC International Announcement No.: 2020-020
Hong Kong Stock Code: 00981 Hong Kong stock abbreviation: SMIC International
SMIC international integrated circuit manufacturing Co., Ltd
On the signing of joint venture contract by SMIC holdings, a wholly-owned subsidiary
And announcement of related party (connected) transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and shall bear legal liabilities for the authenticity, accuracy and completeness of the contents in accordance with the law.
This is to refer to the company's announcement dated August 1, 2020, concerning the disclosure of inside information on the signing of a cooperation framework agreement between the company and the administrative committee of Beijing Development Zone. According to the cooperation framework agreement, the company and the Beijing Development Zone Management Committee intend to jointly establish a joint venture in China, and the company will be responsible for the development and operation of the joint venture.
The company is pleased to announce that SMIC holdings, national integrated circuit Fund II and Yizhuang Guotou will enter into a joint venture contract on December 4, 2020 (after the trading period). The registered capital of the joint venture is US $5 billion. SMIC holdings, national integrated circuit Fund II and Yizhuang Guotou agreed to contribute US $2.55 billion, US $1224.5 billion and US $1225.5 billion respectively, accounting for 51%, 24.49% and 24.51% of the registered capital of the joint venture, respectively.
The main terms and conditions of the joint venture contract are as follows:
date
December 4, 2020
counterparty
(a) SMIC holdings;
(b) National IC Fund II; and
(c) Yizhuang Guotou.
According to the best knowledge, full knowledge and belief of the directors after making all reasonable inquiries, based on the reasons disclosed in this announcement and with the exception of 5.75% equity of Yizhuang Guotou in SMIC north, with the exception of national integrated circuit Fund II, both Yizhuang Guotou and its ultimate beneficial owner are third parties independent of the company and its associated (connected) persons.
scope of business
The business scope of the joint venture includes the production of 12 inch integrated circuit wafers and integrated circuit packaging series; technical testing; integrated circuit related technology development, technical services and design services; sales of self-produced products (for projects subject to approval in accordance with relevant laws, business activities will be carried out in accordance with the approval contents approved by relevant authorities) (subject to the final approval and filing of market regulatory authorities) Content of).
Registered capital and contribution
The total investment of the joint venture is 7.6 billion US dollars and the registered capital is 5 billion US dollars.
Details of each shareholder's contribution are as follows:
shareholder Contribution Mode of investment stock right
(USD)
SMIC Holdings 2 billion 550 million cash 51%
National IC Fund II 1 billion 224 million 500 thousand cash 24.49%
Yizhuang Guotou 1 billion 225 million 500 thousand cash 24.51%
With the approval of the board of directors of the joint venture, the joint venture may raise funds from domestic and foreign banks or other financial or non-financial institutions or from the contracting parties of the joint venture contract to make up the difference between the total investment and the registered capital. With the approval of the board of directors of the joint venture, the joint venture may mortgage or pledge its assets to raise and obtain the above funds.
The company's contribution to the joint venture company is determined according to the company's strategic planning and its own financial and capital situation, and all the investment funds come from the company's own funds. Each shareholder shall inject 30% of the agreed capital contribution before December 31, 2020 and pay off the remaining 70% of the agreed capital contribution before December 31, 2024
amount of money. During the above period of capital contribution, the joint venture may, according to the actual capital demand and after reaching an agreement and making a resolution at the board meeting, issue a capital contribution notice to all parties, and require the relevant contracting parties to complete the capital contribution in stages or in one time. The last capital contribution shall be made no later than December 31, 2024. If either party fails to fulfill its obligation to pay the agreed proportion of contribution at any stage of the capital contribution schedule, the other contracting parties shall have the right to refuse to pay the part of its contribution.
SMIC will inject capital in USD cash or RMB equivalent, while other contractors will inject capital in RMB equivalent to USD. The applicable exchange rate will be calculated according to the middle rate of RMB to USD issued by the people's Bank of China on the day of contribution.
Composition of the board of directors of the joint venture
The board of directors of the joint venture will be composed of five directors, three of whom are nominated by SMIC holdings, one is nominated by national IC Fund II, and one is nominated by Yizhuang Guotou. The directors will be elected by the shareholders at the general meeting. The chairman of the board of directors will be elected by the board of directors of the joint venture.
Composition of the board of supervisors of the joint venture
The board of supervisors of the joint venture shall be composed of three supervisors, one of whom shall be nominated by the national integrated circuit Fund II and elected by the shareholders at the general meeting of shareholders, one shall be nominated by Yizhuang Guotou and elected by the shareholders at the general meeting of shareholders, and one supervisor shall be nominated and elected by the employee representative of the joint venture. The chairman of the board of supervisors will be elected by the board of supervisors.
Restrictions on transfer
As long as SMIC is still the single largest controlling shareholder of the joint venture, all parties to the joint venture contract shall have the right to purchase all or part of the equity of other parties in the joint venture. If any shareholder intends to transfer his equity in the joint venture to a third party, the other non transferring parties shall have the right to purchase all the equity to be transferred at a price, terms and conditions no less than those provided to the third party. Any non controlling shareholder who wishes to transfer his subscribed but not fully paid equity of the joint venture shall obtain the prior written consent of SMIC. If SMIC holdings and national integrated circuit Fund II intend to purchase all or part of the equity of Yizhuang Guotou in the joint venture, they shall comply with the relevant laws and regulations on the transfer of state-owned equity.
On the premise that SMIC is still the shareholder of the joint venture, the state integrated circuit Fund II and Yizhuang Guotou agree that the proposed transferee of the equity of the joint venture under the joint venture contract shall not enter into the business and products that compete with the business and products of the company and its controlling related parties, or engage in the business of manufacturing integrated circuits
A company that constitutes a competitive business.
Other clauses
According to the joint venture contract, as long as SMIC remains the single largest controlling shareholder of the joint venture, SMIC will cause the company and its designated affiliated parties to agree to authorize the joint venture to use manufacturing technology including 28 nm and above technologies that can be legally used by the above companies. After the establishment of the joint venture, the joint venture will sign a separate authorization agreement with the company and its designated related parties.
The term of operation of the joint venture will be 50 years from the date of its establishment. The contracting parties of the joint venture contract may extend the operation period of the joint venture upon unanimous agreement.
The terms and conditions of each Contracting Party under the joint venture contract shall comply with applicable laws (including the provisions of the regulatory authorities such as the stock exchange and Shanghai Stock Exchange).
The company believes that the establishment of a joint venture can meet the growing market and customer demand, help the company to expand production scale, reduce production costs, improve wafer foundry services, so as to promote the sustainable development of the company.
The directors (including independent non-executive directors) believe that the terms of the joint venture contract are fair and reasonable, and the joint venture contract and the transactions to be carried out under the joint venture contract are concluded in the ordinary and daily business process of the company on normal commercial terms, which is in the overall interests of the company and its shareholders.
With the exception of Mr. Lu Jun (who is the company's second category non-executive director and member of the nomination committee, who is also a director of the national integrated circuit Fund II), no director is deemed to have a significant interest in the joint venture contract, which requires the director to vote on the authorization of the joint venture contract at the board meeting.
As the national integrated circuit Fund II holds 23.077% of the shares of SMIC southern, and in view of SMIC holding's right to appoint a majority of directors of SMIC Southern's board of directors and such directors have full discretion to veto certain major matters deliberated at the shareholders' meeting of SMIC southern, SMIC Southern is regarded as a subsidiary of the company. Therefore, national integrated circuit Fund II is approved as the major shareholder of SMIC southern (fixed (see Hong Kong Listing Rules) and related persons of the company at the subsidiary level. Therefore, the joint venture contract constitutes a connected transaction of the company under Chapter 14A of the Hong Kong listing rules.
As the applicable percentage rate of the relevant joint venture contract under Rule 14.07 of the Hong Kong listing rules is higher than 5% but less than 25%, the joint venture contract constitutes a transaction subject to disclosure under Chapter 14 of the Hong Kong listing rules.
As (I) the board of directors has approved the joint venture contract and the transactions to be carried out accordingly; and (II) the board of directors (including independent non-executive directors) has confirmed that the terms of the joint venture contract and the transactions to be carried out under the joint venture contract are fair and reasonable, have been entered into on general commercial terms and are in the overall interests of the company and its shareholders, the joint venture contract is only subject to declaration under rule 14a.101 of the Hong Kong listing rules And announcement, but exempt from circular, independent financial opinion and independent shareholder approval.
According to the relevant rules of the sci tech Innovation Board of the Shanghai Stock Exchange, the joint venture contract and the transactions to be carried out under the joint venture contract constitute related party transactions, which shall also be disclosed on the Shanghai Stock Exchange.
The company and SMIC Holdings
The company and its subsidiaries jointly constitute one of the world's leading integrated circuit wafer foundry enterprises. It is also an integrated circuit manufacturing enterprise with the most advanced and comprehensive technology, the most complete set, the largest scale and transnational operation in mainland China. It provides wafer foundry and technical services of 0.35 μ m to 14 nm different technology nodes. Headquartered in Shanghai, China, the group has a global manufacturing and service base. We have built a 300 mm wafer plant, a 200 mm wafer plant and a 300 mm advanced process wafer joint venture in Shanghai, a 300 mm wafer plant and a 300 mm wafer plant in Beijing, a 200 mm wafer plant in Tianjin and Shenzhen, and a 300 mm bump processing joint venture in Jiangyin. The group has also set up marketing offices and customer services in the United States, Europe, Japan and Taiwan, as well as a representative office in Hong Kong. As the regional headquarters of multinational companies, SMIC holdings was established in 2015 as a wholly-owned subsidiary of the company, mainly as an investment holding platform.
National IC Fund II
The national integrated circuit Fund II was registered and established in October 2019. Through equity investment, it mainly invests in the value chain of the integrated circuit industry, including IC chip production, chip design, packaging and testing, equipment and materials. National integrated circuit Fund II has 27 fund investors, including (including) the Ministry of finance of China (the single largest shareholder, holding 11.02% equity), China Development Finance (holding 10.78%), Chengdu Tianfu Guoji Investment Co., Ltd. (holding 7.35%) and Chongqing strategic emerging industry equity investment fund partnership (Limited partnership) (holding 7.35%) %Equity), Wuhan light
Gu Financial Holding Group Co., Ltd. (holding 7.35% shareholding interest), China Tobacco Corporation (holding 7.35% shareholding interest), Shanghai Guosheng (Group) Co., Ltd. (holding 7.35% shareholding interest), Zhejiang Fuzhe integrated circuit industry development Co., Ltd. (holding 7.35% shareholding interest) and a group of 19 shareholders (each holding less than 7% shareholding interest, including companies and partnership enterprises) And Huaxin Investment Management Co., Ltd., which is also a fund manager). For further details of the National IC Fund II, please refer to our circular dated 6 June 2020 issued by the stock exchange.
Yizhuang Guotou
Yizhuang Guotou was founded in February 2009 as a wholly-owned subsidiary of the financial audit bureau of Beijing Economic and Technological Development Zone. As a state-owned investment company established for industrial transformation and upgrading in Beijing Economic and Technological Development Zone, Yizhuang state investment can provide innovative financial services to meet the development needs of local enterprises. Through long-term strategic investment, at the same time build the master fund system of the whole process, and rely on its market strength, develop diversified industrial investment and financial services, aiming to promote the development of integrated circuits and create intelligent industrial clusters. As of the date of this announcement, Yizhuang Guotou held 5.75% equity of SMIC north.
Unless the context otherwise requires, the following words in this announcement have the following meanings:
"Beijing Development Zone Management Committee" finger Administrative Committee of Beijing Economic and Technological Development Zone
"Board of directors" finger Board of directors
National integrated circuit Fund II finger National integrated circuit industry investment fund phase II Co., Ltd
Company, a company established under the laws of China
"The company" finger SemiconductorManufacturingInternational
SMIC international integrated circuit manufacturing Co., Ltd
*), a limited company incorporated in the Cayman Islands,
Its shares are listed on the main board of the stock exchange and the Kechuang board of the Shanghai Stock Exchange
"Cooperation Framework Agreement" finger The company and the Management Committee of Beijing Development Zone
The contents of the framework agreement on cooperation signed by and between
It is suggested to establish a joint venture
"Director" finger Directors of the company
"Yizhuang Guotou" finger Beijing Yizhuang International Investment Development Co., Ltd
Companies incorporated under Chinese law
"The group" finger The company and its subsidiaries
"Hong Kong" finger Hong Kong Special Administrative Region of China
Hong Kong Listing Rules finger Listing Rules of SEHK
"Joint venture contract" finger SMIC holdings, national integrated circuit Fund II and Yizhuang investment
For joint ventures entered into on December 4, 2020
agreement
"Joint venture" finger SMIC Jingcheng integrated circuit manufacturing (Beijing) Co., Ltd,
A company will be established in China under a joint venture contract with limited liability
Company, as a non wholly owned subsidiary of the company
"China" finger The People's Republic of China
"The project" finger Development of 12 inch wafer production facility in Beijing
"RMB" finger RMB, legal tender of China
"Shareholders" finger Shareholders of joint venture
"SMIC Holdings" finger SMIC International Holdings Limited, a company under Chinese law
The company is a wholly-owned subsidiary of the company
Affiliated company
"SMIC North" finger SMIC North integrated circuit manufacturing (Beijing) Co., Ltd,
A company incorporated under the laws of China, and
Non wholly owned subsidiary of
"SMIC south" finger SMIC Southern integrated circuit manufacturing Co., Ltd., a
The company is a Sino foreign joint venture established under the laws of China
Non wholly owned subsidiary of
Shanghai Stock Exchange finger Shanghai Stock Exchange
Stock Exchange finger Stock exchange of Hong Kong Limited
"US dollar" finger US dollar, legal tender of the United States of America
SMIC international integrated circuit manufacturing Co., Ltd
Board of directors
December 5, 2020
Ticker Name
Percentage Change
Inclusion Date
