SMI 20-F DEF-14A Report Dec. 31, 2018 | Alphaminr

Effective Date August 11, 2021

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SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORP

20-Fs

20-F	Fiscal year ended Dec. 31, 2018
20-F	Fiscal year ended Dec. 31, 2017
20-F	Fiscal year ended Dec. 31, 2016
20-F	Fiscal year ended Dec. 31, 2015
20-F	Fiscal year ended Dec. 31, 2014
20-F	Fiscal year ended Dec. 31, 2013
20-F	Fiscal year ended Dec. 31, 2012
20-F	Fiscal year ended Dec. 31, 2011
20-F	Fiscal year ended Dec. 31, 2010
20-F	Fiscal year ended Dec. 31, 2009

TABLE OF CONTENTS

Part I Item 1. Identity Of Directors, Senior Management and Advisors Item 2. Offer Statistics and Expected Timetable Item 3. Key Information Item That May Be Reclassified Subsequently To Profit Or Loss Item 4. Information on The Company Item 4A. Unresolved Staff Comments Item 5. Operating and Financial Review and Prospects Item 6. Directors, Senior Management and Employees Item 7. Major Shareholders and Related Party Transactions Item 8. Financial Information Item 9. The Offer and Listing Item 10. Additional Information Item 11. Quantitative and Qualitative Disclosures About Market Risk Item 12. Description Of Securities Other Than Equity Securities Part II Item 13. Defaults, Dividend Arrearages, and Delinquencies Item 14. Material Modifications To The Rights Of Security Holders and Use Of Proceeds Item 15. Controls and Procedures Item 16A. Audit Committee Financial Expert Item 16B. Code Of Ethics Item 16C. Principal Accountant Fees and Services Item 16D. Exemptions From The Listing Standards Of Audit Committees Item 16E. Purchases Of Equity Securities By The Issuer and Affiliated Purchasers Item 16F. Changes in Registrant S Certifying Accountant Item 16G. Corporate Governance Item 16H. Mine Safety Disclosure Part III Item 17. Financial Statements Item 18. Financial Statements Item 19. Exhibits

Exhibits

Exhibit1.1 Eleventh Amended and Restated Articles of Association, as adopted at the Registrants annual general meeting of shareholders on June2, 2008 (Filed as Exhibit1.1 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2007, and incorporated herein by reference) Exhibit4.1 Form of Indemnification Agreement, as adopted at the Registrants annual general meeting of shareholders on May 6, 2005 (Filed as Exhibit 4.5 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2004, and incorporated herein by reference) Exhibit4.2 Form of Service Contract between the Company and each of its executive directors(Filed as Exhibit4.4 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2012, and incorporated herein by reference) Exhibit4.3 Form of Service Contract between the Company and each of its non-executive directors and independent non-executive directors (Filed as Exhibit4.5 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2012, and incorporated herein by reference) Exhibit4.4 Subscription Agreement related to US$200 Million Zero Coupon Convertible Bonds due 2018, dated October24, 2013 by and between the Company as the Issuer and Deutsche Bank AG, Hong Kong Branch and J.P.Morgan Securities PLC as the Manager (Filed as Exhibit4.11 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2013, and incorporated herein by reference) Exhibit4.5 Subscription Agreement related to US$95 Million Zero Coupon Convertible Bonds due 2018 convertible into our ordinary shares, dated as of June4, 2014 and entered into by SMIC and J.P. Morgan Securities PLC and Deutsche Bank AG, Hong Kong Branch (Filed as Exhibit4.12 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2014, and incorporated herein by reference) Exhibit4.6 Subscription Agreement related to US$500 Million 4.125% Bonds due 2019, dated as of September25, 2014 and entered into by SMIC and J.P. Morgan Securities PLC and Deutsche Bank AG, Hong Kong Branch (Filed as Exhibit4.13 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2014, and incorporated herein by reference) Exhibit4.7 Placing and Subscription Agreement related to issue of 2,590,000,000 new ordinary shares, dated as of June4, 2014 and entered into by SMIC, J.P. Morgan Securities PLC, Deutsche Bank AG, Hong Kong Branch and Datang Holdings (Hongkong) Investment Company Limited (Filed as Exhibit4.14 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2014, and incorporated herein by reference) Exhibit4.8 Share Purchase Agreement related to the proposed issuance of 4,700,000,000 new shares dated as of February12, 2015, and entered into by the Company and China Integrated Circuit Industry Investment Fund Co.,Ltd. (Filed as Exhibit4.15 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2014, and incorporated herein by reference) Exhibit4.9 Share Purchase Agreement by and between the Company and Datang Holdings (Hongkong) Investment Company Limited dated as of June11, 2015 (Filed as Exhibit4.16 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2015, and incorporated herein by reference) Exhibit4.10 Share Purchase Agreement by and between the Company and Country Hill Limited dated as of June11, 2015 (Filed as Exhibit4.17 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2015, and incorporated herein by reference) Exhibit4.11 Summary of Disposal Agreement between Siltech Shanghai and JCET, Subscription Agreement between Siltech Shanghai and JCET, and Supplemental Agreement relating to Disposal Agreement between SilTech Shanghai and JCET (Filed as Exhibit4.15 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2016, and incorporated herein by reference) Exhibit4.12 Subscription Agreement relating to US$450 Million Zero Coupon Convertible Bonds due 2022 convertible into our ordinary shares of Semiconductor Manufacturing International Corporation, dated as of June7, 2016 and entered into by SMIC and J.P. Morgan Securities PLC (Filed as Exhibit4.16 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2016, and incorporated herein by reference) Exhibit4.13 Summary of Sale and Purchase Agreement to Acquire 70% of the Corporate Capital of LFoundry S.r.l. (Filed as Exhibit4.17 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2016, and incorporated herein by reference) Exhibit4.14 Placing Agreement related to issue of 241,418,625 new ordinary shares, dated as of June 4, 2017 and entered into by SMIC, J.P. Morgan Securities PLC and Deutsche Bank AG, Hong Kong Branch (Filed as Exhibit 4.14 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2017, and incorporated herein by reference) Exhibit4.15 Subscription Agreement related to issue of US$65 million perpetual subordinated convertible securities, dated as of June 4, 2017 and entered into by SMIC, J.P. Morgan Securities PLC, Deutsche Bank AG, Hong Kong Branch and BARCLAYS BANK PLC (Filed as Exhibit 4.15 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2017, and incorporated herein by reference) Exhibit 4.16 Summary of purchase of Shanghai Commercial Housing from Shanghai Zhangjiang Integrated Circuit Industry Zone Developing Co., Ltd (Filed as Exhibit 4.16 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2017, and incorporated herein by reference) Exhibit 4.17 Summary of sale and leaseback arrangements entered into by the Group with the subsidiaries of Sino IC Leasing Co., Ltd. (Filed as Exhibit 4.17 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2017, and incorporated herein by reference) Exhibit4.18 2014 Stock Option Plan Prospectus (Filed as Exhibit 4.18 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2017, and incorporated herein by reference) Exhibit4.19 2014 Equity Incentive Plan Prospectus (Filed as Exhibit 4.19 to the Registrants Annual Report on Form 20 F for the fiscal year ended December 31, 2017, and incorporated herein by reference) Exhibit4.20 Subscription Agreement related to issue of US$300.0 million perpetual subordinated convertible securities, dated as of August 29, 2018, and entered into by SMIC and ChinaIntegrated Circuit Industry Investment Fund Co., Ltd Exhibit4.21 Subscription Agreement related to issue of 57,054,901new ordinary shares, dated as of August 29, 2018, and entered into by SMIC and ChinaIntegrated Circuit Industry Investment Fund Co., Ltd Exhibit4.22 Subscription Agreement related to issue of US$200.0 million perpetual subordinated convertible securities, dated as of Junet 29, 2018, and entered into by SMIC and Datang Telecom Technology & Industry HoldingCo., Ltd. Exhibit4.23 Subscription Agreement related to issue of 61,526,473 new ordinary shares, dated as of June 29, 2018, and entered into by SMIC andDatang Telecom Technology & Industry HoldingCo., Ltd. Exhibit4.24 Summary of sale and leaseback arrangements entered into by the Group with the subsidiaries of Sino IC Leasing Co., Ltd. Exhibit8.1 List of Significant Subsidiaries Exhibit12.1 Certification of Co-Chief Executive Officer under Section302 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit12.2 Certification of Co-Chief Executive Officer under Section302 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit12.3 Certification of Chief Financial Officer under Section302 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit13.1 Certification of Co-Chief Executive Officer under Section906 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit13.2 Certification of Co-Chief Executive Officer under Section906 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit13.3 Certification of Chief Financial Officer under Section906 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit15.1 Consent of PricewaterhouseCoopers Zhong Tian LLP

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

FUND	NUMBER OF SHARES	VALUE ($)	PUT OR CALL

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS

Customers

Customer name	Ticker
ON Semiconductor Corporation	ON

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