Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

(981)
  Report
SummaryChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

Semiconductor Manufacturing 'l : POLL RESULTS OF EXTRAORDINARY GENERAL MEETING HELD ON 13 FEBRUARY 2020

02/13/2020 | 05:26am 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.

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)

POLL RESULTS OF EXTRAORDINARY GENERAL MEETING

HELD ON 13 FEBRUARY 2020

The Company announces that the proposed resolutions set out in the notice of the EGM were duly passed by the Independent Shareholders by way of poll at the EGM held on 13 February 2020.

Reference is made to the circular of the Company dated 21 January 2020 (the "Circular") in relation to, among other things, the following:

  1. the SMSC Framework Agreement;
  2. the revision of the SMNC Framework Agreement Annual Caps;
  3. the grant of Restricted Share Units to a non-executive Director Dr. Chen Shanzhi;
  4. the grant of Restricted Share Units to an independent non-executive Director Mr. William Tudor Brown;
  5. the grant of Restricted Share Units to an independent non-executive Director Dr. Young Kwang Leei; and
  6. notice of the EGM.

Unless otherwise specified, capitalised terms used herein shall have the same meanings as defined in the Circular.

POLL RESULTS OF THE EGM

The Company announces that the proposed resolutions set out in the notice of the EGM contained in the Circular were duly passed by the Independent Shareholders by way of poll at the EGM held on 13 February 2020.

As at the date of the EGM, the total number of Shares in issue was 5,097,295,665 Shares. The Shareholders and authorised proxies holding an aggregate of 5,050,005,338 Shares, representing 99.07% of the total Shares in issue were present at the commencement of the EGM.

1

As at the date of the EGM:

  1. the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 1 in respect of the SMSC Framework Agreement was 4,300,240,764 Shares;
  2. the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 2 in respect of revision of the SMNC Framework Agreement Annual Caps was 4,300,240,764 Shares;
  3. the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 3 in respect of the grant of Restricted Share Units to a non- executive Director Dr. Chen Shanzhi was 5,097,295,665 Shares;
  4. the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 4 in respect of the grant of Restricted Share Units to an independent non-executive Director Mr. William Tudor Brown was 5,097,295,665 Shares;
  5. the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 5 in respect of the grant of Restricted Share Units to an independent non-executive Director Dr. Young Kwang Leei was 5,097,295,665 Shares;
  6. the number of Shares entitling the holders to attend the EGM and abstain from voting in favour of the proposed resolutions as set out in Rule 13.40 of the Listing Rules at the EGM was nil; and
  7. there were no Shares entitling the holders to attend and vote only against the resolution at the EGM.

As set out in the Circular and in accordance with the Listing Rules, as China IC Fund is a connected person of the Company, its wholly-owned subsidiary Xinxin (Hongkong) Capital Co., Limited and its other associates (as defined in the Listing Rules), holding 797,054,901 Shares representing approximately 15.64 % of the total issued share capital of the Company as at the date of the EGM, were required to abstain from voting on the ordinary resolutions numbered 1 and 2 to approve the SMSC Framework Agreement and the revision of the SMNC Framework Agreement Annual Caps, respectively.

As set out in the Circular and in accordance with the Listing Rules, each of Dr. Chen Shanzhi, Mr. William Tudor Brown, Dr. Young Kwang Leei and their associates are required to abstain from voting on the relevant ordinary resolutions to approve the Proposed RSU Grants to Dr. Chen Shanzhi, Mr. William Tudor Brown and Dr. Young Kwang Leei (as the case may be).

As at the date of the EGM, neither Dr. Chen Shanzhi, Mr. William Tudor Brown, Young Kwang Leei nor their associates hold any Shares.

The Company confirms that each of China IC Fund, its wholly-owned subsidiary Xinxin (Hongkong) Capital Co., Limited, Dr. Chen Shanzhi, Mr. William Tudor Brown, Dr. Young Kwang Leei and their respective associates has abstained from voting at the EGM pursuant to the aforesaid arrangements.

2

The number of Shares represented by votes for and against the respective resolution at the EGM was as follows:

ORDINARY RESOLUTIONS

No. of Votes (%)

FOR

AGAINST

1. (a)

To approve, confirm and ratify the framework agreement dated 6

December 2019 (the ''SMSC Framework Agreement'') entered

into between the Company and Semiconductor Manufacturing

South China Corporation and the transactions contemplated;

(b)

To approve and confirm the SMSC Framework Agreement annual

caps for the wo years ended 31 December 2020 and 2021,

respectively; and

1,073,885,502

222,888,250

(c)

To authorize any director(s) of the Company, for and on behalf of

the Company, to enter into any agreement, deed or instrument

82.81209%

17.18791%

and/or to execute and deliver all such documents and/or do all such

acts on behalf of the Company as he/she may consider necessary,

desirable or expedient for the purpose of, or in connection with (i)

the implementations and completion of the SMSC Framework

Agreement and the transactions contemplated thereunder and/or

  1. any amendment, variation or modification of the SMSC Framework Agreement upon such terms and conditions as the board of directors of the Company may think fit.

As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed.

2. (a) To approve, confirm and ratify the amendment agreement dated 6 December 2019 (the ''Amendment Agreement'') and entered into among the Company and Semiconductor Manufacturing North China (Beijing) Corporation and the transactions contemplated thereunder;

  1. To approve and confirm the revised annual caps for the year ended 31 December 2020; and

(c) To authorize any director(s) of the Company, for and on behalf of

1,296,773,552

200

the Company, to enter into any agreement, deed or instrument

99.99998%

0.00002%

and/or to execute and deliver all such documents and/or do all

such acts on behalf of the Company as he/she may consider

necessary, desirable or expedient for the purpose of, or in

connection with (i) the implementation and completion of the

Amendment Agreement and the transactions contemplated

thereunder, and/or (ii) any amendment, variation or modification

of the Amendment Agreement and the transactions contemplated

thereunder upon such terms and conditions as the board of

directors of the Company may think fit.

As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed.

3

3. (a) To approve and confirm the proposed grant of 62,500 restricted share units (''RSU(s)'') to Dr. Chen Shanzhi, a non-executive director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents; and

  1. To authorize any director(s) of the Company to exercise the

powers of the Company to allot and issue the shares of the 1,959,811,207 134,017,446

Company pursuant to the proposed RSU grant under the specific 93.59941% 6.40059% mandate granted to the Directors by the Shareholders at the annual

general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.

As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed.

4. (a) To approve and confirm the proposed grant of 62,500 RSUs to Mr. William Tudor Brown, an independent non-executive director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents; and

  1. To authorize any director(s) of the Company to exercise the

powers of the Company to allot and issue the shares of the 1,959,811,207 134,017,446

Company pursuant to the proposed RSU grant under the specific 93.59941% 6.40059% mandate granted to the Directors by the Shareholders at the annual

general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.

As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed.

5. (a) To approve and confirm the proposed grant of 187,500 RSUs to Dr. Young Kwang Leei, an independent non-executive director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents; and

  1. To authorize any director(s) of the Company to exercise the

powers of the Company to allot and issue the shares of the 1,959,811,207 134,017,446

Company pursuant to the proposed RSU grant under the specific 93.59941% 6.40059% mandate granted to the Directors by the Shareholders at the annual

general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.

As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed.

* The full text of the resolutions above is set out in the Notice of EGM contained in the Circular.

4

Computershare Hong Kong Investor Services Limited, Hong Kong branch share registrar of the Company, acted as the scrutineer for the vote-taking at the EGM. The work performed by Computershare Hong Kong Investors Services Limited did not include provision of any assurance or advice on matters of legal interpretation or legal entitlement to vote.

By order of the Board

Semiconductor Manufacturing International Corporation

Gao Yonggang

Executive Director, Chief Financial Officer and Joint Company Secretary

Shanghai, PRC

13 February 2020

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

5

Disclaimer

SMIC - Semiconductor Manufacturing International Corporation published this content on 13 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 February 2020 10:25:06 UTC


ę Publicnow 2020
All news about SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
07/21Intel's foundry ambitions could be slowed by lack of deal targets
RE
07/19SEMICONDUCTOR MANUFACTURING INTERNAT : 688981) added to Shanghai Stock Exchange ..
CI
07/19SEMICONDUCTOR MANUFACTURING INTERNAT : 981) dropped from Shanghai Stock Exchange..
CI
07/19SEMICONDUCTOR MANUFACTURING INTERNAT : 981) dropped from Shanghai Stock Exchange..
CI
07/16SEMICONDUCTOR MANUFACTURING INTERNAT : 981) added to Shanghai Stock Exchange Com..
CI
07/16SEMICONDUCTOR MANUFACTURING INTERNAT : 981) added to Shanghai Stock Exchange A S..
CI
07/09LONDON STOCK EXCHANGE : FTSE Russell to remove more China stocks from indexes ov..
RE
07/06SEMICONDUCTOR MANUFACTURING INTERNAT : SMIC's R&D Vice President Steps Down Over..
MT
07/06Hong Kong Stocks Suffer Six-Day Rout; Tech Shares Slide Amid Heightened Scrut..
MT
06/28China's Chip Sector Attracts Over $6 Billion in Investments in January-May
MT
More news
Financials (USD)
Sales 2021 4 928 M - -
Net income 2021 741 M - -
Net cash 2021 2 732 M - -
P/E ratio 2021 34,6x
Yield 2021 -
Capitalization 25 539 M 25 544 M -
EV / Sales 2021 4,63x
EV / Sales 2022 4,44x
Nbr of Employees 17 354
Free-Float 82,9%
Chart SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
Duration : Period :
Semiconductor Manufacturing International Corporation Technical Analysis Chart | 981 | KYG8020E1199 | MarketScreener
Technical analysis trends SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
Short TermMid-TermLong Term
TrendsBullishNeutralNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus HOLD
Number of Analysts 24
Last Close Price 3,23 $
Average target price 3,19 $
Spread / Average Target -1,21%
EPS Revisions
Managers and Directors
Hai Jun Zhao Co-Chief Executive Officer & Executive Director
Meng Song Liang Co-Chief Executive Officer & Executive Director
Yong Gang Gao CFO, Secretary, Executive Director & EVP
Zi Xue Zhou Chairman
Mei Sheng Zhou Executive VP-Technology Research & Development
Sector and Competitors