SMI 20-F DEF-14A Report Dec. 31, 2017 | Alphaminr
SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORP

SMI 20-F Report ended Dec. 31, 2017

TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisorsItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem That May Be Reclassified Subsequently To Profit Or LossItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages, and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards Of Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Changes in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosurePart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 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 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 Exhibit 4.16 Summary of purchase of Shanghai Commercial Housing from Shanghai Zhangjiang Integrated Circuit Industry Zone Developing Co., Ltd Exhibit 4.17 Summary of sale and leaseback arrangements entered into by the Group with the subsidiaries of Sino IC Leasing Co., Ltd. Exhibit4.18 2014 Stock Option Plan Prospectus Exhibit4.19 2014 Equity Incentive Plan Prospectus Exhibit8.1 List of Significant Subsidiaries Exhibit12.1 Certification of CEO under Section302 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit12.2 Certification of CFO under Section302 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit13.1 Certification of CEO and CFO under Section906 of the U.S. Sarbanes-Oxley Act of 2002 Exhibit15.1 Consent of PricewaterhouseCoopers Zhong Tian LLP