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SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

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Semiconductor Manufacturing International : INSIDE INFORMATION THE IMPLEMENTATION OF THE OVER-ALLOTMENT OPTION FOR THE RMB SHARE ISSUE AND USE OF PROCEEDS FROM SURPLUS FUNDS RAISED FROM THE RMB SHARE ISSUE

08/17/2020 | 09:48am EDT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information only and is not intended to and does not constitute, or form part of, an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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)

INSIDE INFORMATION

THE IMPLEMENTATION OF

THE OVER-ALLOTMENT OPTION FOR THE RMB SHARE ISSUE

AND

USE OF PROCEEDS FROM SURPLUS FUNDS RAISED

FROM THE RMB SHARE ISSUE

This announcement is made by Semiconductor Manufacturing International Corporation (the ''Company'') pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcements dated 5 May 2020, 1 June 2020, 2 June 2020, 3 June 2020, 19 June 2020, 23 June 2020, 29 June 2020, 30 June 2020, 6 July 2020 and 15 July 2020 and the circulars dated 9 May 2020 (the ''Circular'') and 6 June 2020 of the Company in relation to, among other things, the Company's RMB Share Issue under the Specific Mandate and the listing of the RMB Shares on the Sci-Tech Board. Unless otherwise stated, terms defined in the Circular shall have the same meanings when used in this announcement.

- 1 -

The over-allotment option (the ''Over-allotment Option'') for the RMB Share Issue has been fully exercised on 14 August 2020. Particulars of the implementation of the Over-allotment Option for the RMB Share Issue are as follows:

  1. Details of Over-allotment for the RMB Share Issue
    In accordance with the Over-allotment Option mechanism as disclosed in the Company's Listing Notice for the Initial Public Offering on the Sci-Tech Board dated 15 July 2020 (首次公開發行股票科創板上市公告書), Haitong Securities, the lead joint underwriter for the implementation of the Over-allotment Option in the RMB Share Issue, has agreed to over-allocate 252,843,000 RMB Shares, accounting for 15% of the initial shares of the RMB Share Issue. If the Over-allotment Option is exercised in full, the total number of shares of the RMB Share Issue will be increased to 1,938,463,000 RMB Shares. RMB Shares for settlement of the over-allotments will be made available from those of the strategic investors under the RMB Share Issue who are subject to deferred settlement.
  2. Exercise of Over-allotment Option for the RMB Share Issue
    During the post-listing stabilisation period of the RMB Share Issue of the Company, which is from the date when the shares of the RMB Share Issue started trading on the Sci-Tech Board to and including the 30th calendar day after listing (that is, from 16 July 2020 to 14 August 2020), Haitong Securities did not use the funds obtained from the over-allotment of the RMB Share Issue to purchase shares of the RMB Share Issue from the secondary market by auction.
    As at 14 August 2020, Haitong Securities has fully exercised the Over-allotment Option. The Company issued an additional 252,843,000 RMB Shares based on the initial issuance of 1,685,620,000 RMB Shares at the issue price of RMB27.46 per share of the RMB Share Issue, accounting for 15% of the initial shares of the RMB Share Issue before the Over-allotment Option is exercised. The total amount of funds raised by the Company from such exercise is approximately RMB6,943.07 million, together with the total amount of funds raised from the initial issuance of 1,685,620,000 RMB Shares of approximately RMB46,287.13 million, the total amount of funds raised from the RMB Share Issue is approximately RMB53,230.19 million. The net amount of funds raised after deducting the issuance expenses of approximately RMB714.59 million is approximately RMB52,515.61 million.
    Haitong Securities will apply and provide relevant materials within five working days after the end of the post-listing stabilisation period to place the additional RMB Shares issued in full exercise of the Over-allotment Option to the strategic investors who have accepted the deferred settlement arrangements. The shares allocated to strategic investors (including shares with deferred settlement arrangements) will be locked up for 12 months from the listing and commencement of trading date of the RMB Shares (16 July 2020).

- 2 -

Upon the full exercise of the Over-allotment Option, the final number of shares issued in the RMB Share Issue is 1,938,463,000 shares, of which: 842,810,000 shares were allotted to strategic investors, accounting for approximately 43.48% of the final number of shares issued; 589,967,000 shares were allotted to offline investors, accounting for approximately 30.43% of the final number of shares issued; and 505,686,000 shares were allotted to online investors, accounting for approximately 26.09% of the final number of shares issued.

3. Changes in the Shareholding Structure of the Company Before and After the Exercise of the Over-allotment Option for the RMB Share Issue and Lock-up Periods for Shares of the Company

As at the end of the post-listing stabilisation period of the RMB Share Issue of the Company, that is, 14 August 2020, the changes in the shareholding structure of the Company before and after the exercise of the Over-allotment Option for the RMB Share Issue were as follows:

Lock-up

Before the exercise of the

After the exercise of the

period

Over-allotment Option

Over-allotment Option

(Note)

Percentage

Percentage

Number of

of

Number of

of

Name of shareholder*/Type of shares

shares held

shareholding

shares held

shareholding

A.

Restricted tradable RMB Shares

China Information Communication

Technologies Group Co., Ltd

0

0

72,470,855

0.98%

12

months

National Integrated Circuit Industry

Investment Fund Phase II Co., Ltd.

0

0

127,458,120

1.72%

12

months

Shanghai Integrated Circuit Industry

Investment Fund Co., Ltd.

0

0

18,208,302

0.25%

12

months

China State-owned Capital Venture

Capital Fund Co., Ltd.

6,190,824

0.09%

6,190,824

0.08%

12

months

Beijing Tongfu Science and Technology

Innovation Service Trade Investment

Management Partnership LLP

18,208,302

0.26%

18,208,302

0.25%

12

months

China Insurance Investment Fund LLP

54,624,908

0.77%

54,624,908

0.74%

12

months

China Structural Reform Fund Co., Ltd.

36,416,605

0.51%

36,416,605

0.49%

12

months

Guoxin Investment Corporation Limited

36,416,605

0.51%

36,416,605

0.49%

12

months

Guo Xin Central Enterprise Operation

(Guangzhou) Investment Fund (LLP)

9,832,484

0.14%

9,832,484

0.13%

12

months

China Development Bank Technology

Venture Capital Co., Ltd.

1,820,830

0.03%

1,820,830

0.02%

12

months

Everbright Xinglong Trust Co., Ltd.

14,493,809

0.20%

14,493,809

0.20%

12

months

Shanghai S&T Venture Capital (Group)

Co., Ltd.

18,208,302

0.26%

18,208,302

0.25%

12

months

Shanghai International Group Asset

Management Co., Ltd.

3,623,452

0.05%

3,623,452

0.05%

12

months

Shanghai Pudong Kechuang Group Co.,

Ltd.

18,208,302

0.26%

18,208,302

0.25%

12

months

- 3 -

Lock-up

Before the exercise of the

After the exercise of the

period

Over-allotment Option

Over-allotment Option

(Note)

Percentage

Percentage

Number of

of

Number of

of

Name of shareholder*/Type of shares

shares held

shareholding

shares held

shareholding

Shenzhen Capital Group Company, Ltd.

18,208,303

0.26%

18,208,303

0.25%

12

months

Beijing Yitang Tongzhou Equity

Investment Center LLP

18,208,302

0.26%

18,208,302

0.25%

12

months

Beijing Financial Street Capital Operation

Center

3,641,660

0.05%

3,641,660

0.05%

12

months

Hefei Innovation Technology Venture

Capital Co., Ltd.

3,641,660

0.05%

3,641,660

0.05%

12

months

Jinkong Tianqin (Hangzhou) Venture

Capital Partnership LLP

10,924,981

0.15%

10,924,981

0.15%

12

months

People's Daily Media Innovation Co., Ltd.

10,924,981

0.15%

10,924,981

0.15%

12

months

New China Life Insurance Company Ltd.

18,208,302

0.26%

18,208,302

0.25%

12

months

Dajia Life Insurance Co., Ltd.

14,622,295

0.20%

14,622,295

0.20%

12

months

Shanghai Fosun High Technology (Group)

Co., Ltd.

18,208,303

0.26%

18,208,303

0.25%

12

months

Maanshan Lianli Zhaoli Shaoshang

Integrated Circuit Investment

Partnership LLP

18,208,302

0.26%

18,208,302

0.25%

12

months

GIC Private Limited

109,249,819

1.53%

109,249,819

1.48%

12

months

Abu Dhabi Investment Authority

14,566,643

0.20%

14,566,643

0.20%

12

months

Qingdao Juyuan Xinxing Equity

Investment Partnership LLP

45,884,226

0.64%

80,589,949

1.09%

12

months

Haitong Innovation Securities Investment

Co., Ltd.

33,712,400

0.47%

33,712,400

0.46%

24

months

China CICC Wealth Management

Securities Company Limited

33,712,400

0.47%

33,712,400

0.46%

24

months

Other restricted tradable shares

55,421,777

0.78%

55,421,777

0.75%

6

months

Sub-total

645,388,777

9.04%

898,231,777

12.16%

-

  1. Unrestricted tradable RMB Shares

Unrestricted tradable shares

1,040,231,223

14.58%

1,040,231,223

14.08%

-

Sub-total

1,040,231,223

14.58%

1,040,231,223

14.08%

-

  1. Overseas listed shares

Hong Kong Shares

5,450,803,226

76.38%

5,450,803,226

73.77%

-

Sub-total

5,450,803,226

76.38%

5,450,803,226

73.77%

-

Total

7,136,423,226

100.00%

7,389,266,226

100.00%

-

Note: The lock-up periods commenced from the listing and commencement of trading date of RMB Shares (16 July 2020).

- 4 -

4. Use of Proceeds from the Over-allotment of RMB Shares

The net proceeds of approximately RMB6,852.81 million from the over-allotment of RMB Shares pursuant to the full exercise of the Over-allotment Option will be invested in the following projects:

Unit: In RMB'000

Percentage

Investment

of total net

Project name

amount

proceeds

Construction project for matured technology

production line

4,796,966.20

70.00%

Replenishment of working capital

2,055,842.70

30.00%

Total

6,852,808.90

100.00%

- 5 -

5. Use of Proceeds from the surplus funds raised from the RMB Share Issue

The net amount of funds raised from the RMB Share Issue by the Company (before the exercise of the Over-Allotment Option) is RMB45,662.80 million. Since the amount of funds to be raised from the RMB Share Issue was originally estimated to be RMB20,000.00 million, the actual funds raised by the Company exceed the original estimate by RMB25,662.80 million. The surplus will be invested in the following projects:

Unit: In RMB'000

Investment

amount from

Percentage of

the surplus

the surplus

amount of

amount of

Project name

funds raised

funds raised

12-Inch SN1 Project

10,000,000.00

38.97%

Construction project for matured technology

production line

5,000,000.00

19.48%

A reserve for the Company's advancedand

matured technology research and development

3,000,000.00

11.69%

Replenishment of working capital

7,662,798.30

29.86%

Total

25,662,798.30

100.00%

By order of the Board

Semiconductor Manufacturing International Corporation

Gao Yonggang

Executive Director, Chief Financial Officer and Joint Company Secretary

Shanghai, PRC

17 August 2020

- 6 -

As at the date of this announcement, 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

CONG Jingsheng Jason

LAU Lawrence Juen-Yee

FAN Ren Da Anthony

YOUNG Kwang Leei

  • For identification purposes only

- 7 -

Disclaimer

SMIC - Semiconductor Manufacturing International Corporation published this content on 17 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2020 13:47:08 UTC


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