UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September, 2015

 

Commission File Number: 001-31994

 

Semiconductor Manufacturing International
Corporation

(Translation of registrant’s name into English)

 

18 Zhangjiang Road

Pudong New Area, Shanghai 201203

People’s Republic of China

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

x Form 20-F   o Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 

o Yes   x No

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

 

 

 



 

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: 0981)

 

ANNOUNCEMENT OF UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2015

 

FINANCIAL HIGHLIGHTS

 

·                          Revenue was a record high of US$1,056.4 million for the six months ended June 30, 2015, compared to US$962.4 million for the six months ended June 30, 2014, representing an increase of 9.8%.

 

·                          Gross profit was a record high of US$326.3 million for the six months ended June 30, 2015 representing an increase of 36.4% compared to US$239.2 million for the six months ended June 30, 2014.

 

·                          Gross margin also grew to a record high of 30.9% for the six months ended June 30, 2015 from 24.9% for the six months ended June 30, 2014.

 

·                          Profit for the period was a record high of US$123.3 million for the six months ended June 30, 2015, representing a growth of 61.9% compared to US$76.1 million for the six months ended June 30, 2014.

 

·                          Profit for the period attributable to owners of the company was also a record high of US$132.2 million for the six months ended June 30, 2015, representing a growth of 71.5% compared to US$77.1 million for the six months ended June 30, 2014.

 

·                          Revenue from China-region customers grew to an all-time high of 49.1% of total revenue for the six months ended June 30, 2015, compared to 42.6% for the six months ended June 30, 2014, representing a revenue growth of 26.5%.

 

·                          Wafer revenue from 40nm to 65nm grew to 41.2% of total wafer revenue for the six months ended June 30, 2015, compared to 35.6% for the six months ended June 30, 2014, representing a wafer revenue growth of 29.1%.

 

RESULTS

 

The board of directors (the “Director(s)”) (the “Board”) of Semiconductor Manufacturing International Corporation (the “Company” or “SMIC”) is pleased to announce the unaudited interim results of operations of the Company and its subsidiaries (hereinafter collectively referred to as the “Group”) for the six months ended June 30, 2015.

 

1



 

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended June 30, 2015 and 2014

 

(In USD’000, except share and per share data)

 

 

 

 

 

Six months ended

 

 

 

Notes

 

06/30/15

 

06/30/14

 

 

 

 

 

(unaudited)

 

(unaudited)

 

Revenue

 

6

 

1,056,413

 

962,427

 

Cost of sales

 

 

 

(730,081

)

(723,256

)

Gross profit

 

 

 

326,332

 

239,171

 

Research and development expenses, net

 

 

 

(108,655

)

(81,733

)

Sales and marketing expenses

 

 

 

(18,364

)

(18,726

)

General and administration expenses

 

 

 

(94,537

)

(58,721

)

Other operating income

 

7

 

1,405

 

7,786

 

Profit from operation

 

 

 

106,181

 

87,777

 

Interest income

 

 

 

2,325

 

4,859

 

Finance costs

 

8

 

(7,426

)

(12,861

)

Foreign exchange gains or losses

 

 

 

5,080

 

(14,454

)

Other gains or losses, net

 

 

 

18,213

 

10,711

 

Share of profits of associates

 

 

 

(124

)

1,451

 

Profit before tax

 

9

 

124,249

 

77,483

 

Income tax expense

 

10

 

(978

)

(1,361

)

Profit for the period

 

 

 

123,271

 

76,122

 

Other comprehensive income

 

 

 

 

 

 

 

Item that may be reclassified subsequently to profit or loss

 

 

 

 

 

 

 

Exchange differences on translating foreign operations

 

 

 

(3

)

(1,953

)

Change in value of available-for-sale financial assets

 

 

 

445

 

 

Total comprehensive income for the period

 

 

 

123,713

 

74,169

 

Profit for the period attributable to:

 

 

 

 

 

 

 

Owners of the Company

 

 

 

132,181

 

77,062

 

Non-controlling interests

 

 

 

(8,910

)

(940

)

 

 

 

 

123,271

 

76,122

 

Total comprehensive income for the period attributable to:

 

 

 

 

 

 

 

Owners of the Company

 

 

 

132,618

 

75,109

 

Non-controlling interests

 

 

 

(8,905

)

(940

)

 

 

 

 

123,713

 

74,169

 

Earnings per share

 

 

 

 

 

 

 

Basic

 

12

 

0.00

 

0.00

 

Diluted

 

12

 

0.00

 

0.00

 

 

2



 

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

At June 30, 2015 and December 31, 2014

 

(In USD’000, except share and per share data)

 

 

 

Notes

 

06/30/15

 

12/31/14

 

 

 

 

 

(unaudited)

 

(audited)

 

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Property, plant and equipment

 

14

 

3,252,963

 

2,995,086

 

Prepaid land use right

 

 

 

143,220

 

135,331

 

Intangible assets

 

 

 

202,488

 

207,822

 

Investments in associates

 

15

 

160,744

 

57,631

 

Investments in joint venture

 

16

 

14,594

 

 

Deferred tax assets

 

 

 

44,701

 

44,383

 

Other assets

 

 

 

12,957

 

30,867

 

Total non-current assets

 

 

 

3,831,667

 

3,471,120

 

Current assets

 

 

 

 

 

 

 

Inventories

 

18

 

365,332

 

316,041

 

Prepayment and prepaid operating expenses

 

 

 

37,507

 

40,628

 

Trade and other receivables

 

19

 

489,675

 

456,388

 

Other financial assets

 

17

 

568,886

 

644,071

 

Restricted cash

 

20

 

105,791

 

238,051

 

Cash and cash equivalent

 

 

 

766,165

 

603,036

 

 

 

 

 

2,333,356

 

2,298,215

 

Assets classified as held-for-sale

 

13

 

 

44

 

Total assets

 

 

 

6,165,023

 

5,769,379

 

Equity and liabilities

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

Ordinary shares

 

21

 

16,300

 

14,342

 

Share premium

 

 

 

4,792,011

 

4,376,630

 

Reserves

 

 

 

96,168

 

98,333

 

Accumulated deficit

 

 

 

(1,408,709

)

(1,540,890

)

Equity attributable to owners of the Company

 

 

 

3,495,770

 

2,948,415

 

Non-controlling interests

 

 

 

350,254

 

359,307

 

Total equity

 

 

 

3,846,024

 

3,307,722

 

Non-current liabilities

 

 

 

 

 

 

 

Borrowings

 

24

 

85,484

 

256,200

 

Convertible bonds

 

25

 

385,947

 

379,394

 

Bonds payable

 

26

 

492,383

 

491,579

 

Deferred tax liabilities

 

 

 

1,383

 

69

 

Deferred government funding

 

 

 

173,291

 

184,174

 

Other liabilities

 

 

 

2,080

 

 

Total non-current liabilities

 

 

 

1,140,568

 

1,311,416

 

Current liabilities

 

 

 

 

 

 

 

Trade and other payables

 

23

 

863,210

 

794,361

 

Borrowings

 

24

 

119,727

 

162,054

 

Deferred government funding

 

 

 

62,368

 

62,609

 

Accrued liabilities

 

 

 

132,714

 

131,114

 

Current tax liabilities

 

 

 

412

 

103

 

Total current liabilities

 

 

 

1,178,431

 

1,150,241

 

Total liabilities

 

 

 

2,318,999

 

2,461,657

 

Total equity and liabilities

 

 

 

6,165,023

 

5,769,379

 

Net current assets

 

 

 

1,154,925

 

1,148,018

 

Total assets less current liabilities

 

 

 

4,986,592

 

4,619,138

 

 

3



 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the six months ended June 30, 2015 and 2014

 

 

 

 

 

 

 

(In USD’000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity-

 

 

 

value of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

settle

 

Foreign

 

available-

 

Convertible

 

 

 

Attributable

 

 

 

 

 

 

 

 

 

 

 

employee

 

currency

 

for-sale

 

bonds

 

 

 

to owner

 

Non-

 

 

 

 

 

Ordinary

 

Share

 

benefits

 

translation

 

financial

 

equity

 

Accumulated

 

of the

 

controlling

 

Total

 

 

 

Shares

 

premium

 

reserve

 

reserve

 

assets

 

reserve

 

deficit

 

Company

 

interest

 

Equity

 

 

 

(Note 21)

 

 

 

(Note 22)

 

 

 

 

 

(Note 25)

 

 

 

 

 

 

 

 

 

Balance at January 1, 2014 (audited)

 

12,845

 

4,089,846

 

55,177

 

4,553

 

 

15,210

 

(1,693,859

)

2,483,772

 

109,410

 

2,593,182

 

Profit for the period

 

 

 

 

 

 

 

77,062

 

77,062

 

(940

)

76,122

 

Other comprehensive income for the period

 

 

 

 

(1,953

)

 

 

 

(1,953

)

 

(1,953

)

Total comprehensive income for the period

 

 

 

 

(1,953

)

 

 

77,062

 

75,109

 

(940

)

74,169

 

Issuance of ordinary shares

 

1,036

 

196,161

 

 

 

 

 

 

197,197

 

 

197,197

 

Exercise of stock options

 

52

 

10,183

 

(6,187

)

 

 

 

 

4,048

 

 

4,048

 

Share-based compensation

 

 

 

7,491

 

 

 

 

 

7,491

 

 

7,491

 

Capital contribution from non-controlling interest

 

 

 

 

 

 

 

 

 

245

 

245

 

Recognition of equity component of convertible bonds

 

 

 

 

 

 

12,713

 

 

12,713

 

 

12,713

 

Sub-total

 

1,088

 

206,344

 

1,304

 

 

 

12,713

 

 

221,449

 

245

 

221,694

 

Balance at June 30, 2014 (unaudited)

 

13,933

 

4,296,190

 

56,481

 

2,600

 

 

27,923

 

(1,616,797

)

2,780,330

 

108,715

 

2,889,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015 (audited)

 

14,342

 

4,376,630

 

64,540

 

4,229

 

 

29,564

 

(1,540,890

)

2,948,415

 

359,307

 

3,307,722

 

Profit for the period

 

 

 

 

 

 

 

132,181

 

132,181

 

(8,910

)

123,271

 

Other comprehensive income for the period

 

 

 

 

(3

)

440

 

 

 

437

 

5

 

442

 

Total comprehensive income for the period

 

 

 

 

(3

)

440

 

 

132,181

 

132,618

 

(8,905

)

123,713

 

Issuance of ordinary shares

 

1,880

 

397,580

 

 

 

 

 

 

399,460

 

 

399,460

 

Exercise of stock options

 

78

 

17,801

 

(10,690

)

 

 

 

 

7,189

 

 

7,189

 

Share-based compensation

 

 

 

8,088

 

 

 

 

 

8,088

 

 

8,088

 

Deconsolidation of subsidiaries due to loss of control

 

 

 

 

 

 

 

 

 

(148

)

(148

)

Sub-total

 

1,958

 

415,381

 

(2,602

)

 

 

 

 

414,737

 

(148

)

414,589

 

Balance at June 30, 2015 (unaudited)

 

16,300

 

4,792,011

 

61,938

 

4,226

 

440

 

29,564

 

(1,408,709

)

3,495,770

 

350,254

 

3,846,024

 

 

4



 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2015 and 2014

 

(In USD’000)

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

(unaudited)

 

(unaudited)

 

Cash flow from operating activities

 

 

 

 

 

Cash generated from operations

 

304,715

 

291,335

 

Interest paid

 

(18,475

)

(15,202

)

Interest received

 

2,284

 

3,327

 

Income taxes received (paid)

 

326

 

(786

)

Net cash from operating activities

 

288,850

 

278,674

 

Cash flow from investing activities:

 

 

 

 

 

Payments for property, plant and equipment

 

(459,951

)

(227,246

)

Payments for intangible assets

 

(16,568

)

(11,312

)

Payments for land use rights

 

(9,265

)

(1,123

)

Net changes in restricted cash relating to investing activities

 

130,327

 

(13,531

)

Payments to acquire financial assets

 

(1,209,318

)

(710,701

)

Proceeds on sale of financial assets

 

1,298,595

 

592,593

 

Net proceeds after netting off land appreciation tax from disposal of property, plant and equipment and assets classified as held for sale

 

53,142

 

16,002

 

Proceeds from disposal of available-for-sale investment

 

1,204

 

 

Payments to acquire long-term investment

 

(107,178

)

(16

)

Net cash outflow from deconsolidation of subsidiaries

 

(248

)

 

Net cash used in investing activities

 

(319,260

)

(355,334

)

Cash flow from financing activities:

 

 

 

 

 

Proceeds from borrowings

 

136,882

 

150,798

 

Repayment of borrowings

 

(349,927

)

(345,093

)

Proceeds from issuance of ordinary shares

 

399,460

 

197,604

 

Proceeds from issuance of convertible bonds

 

 

181,230

 

Proceeds from exercise of employee stock options

 

7,189

 

4,048

 

Proceeds from non-controlling interest — capital contribution

 

 

245

 

Net cash from financing activities

 

193,604

 

188,832

 

Net increase in cash and cash equivalents

 

163,194

 

112,172

 

Cash and cash equivalent, beginning of period

 

603,036

 

462,483

 

Effects of exchange rate changes on the balance of cash held in foreign currencies

 

(65

)

(1,323

)

Cash and cash equivalent, end of period

 

766,165

 

573,332

 

 

5



 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2015

 

1.                            GENERAL INFORMATION

 

Semiconductor Manufacturing International Corporation (the “Company” or “SMIC”) was established as an exempted company incorporated under the laws of the Cayman Islands on April 3, 2000.  The address of the principal place of business is 18 Zhangjiang Road, Pudong New Area, Shanghai, China, 201203. The registered address is at PO Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands. Semiconductor Manufacturing International Corporation is an investment holding company.

 

Semiconductor Manufacturing International Corporation and its subsidiaries (hereinafter collectively referred to as the “Group”) are mainly engaged in the computer-aided design, manufacturing, testing, packaging, and trading of integrated circuits and other semiconductor services, as well as designing and manufacturing semiconductor masks.

 

2.                            BASIS OF PREPARATION

 

The unaudited condensed consolidated financial statements of the Group have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (the “IASB”) as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The interim condensed consolidated financial statements should be read in conjunction with the Group’s annual financial statements as at December 31, 2014.

 

3.                            PRINCIPAL ACCOUNTING POLICIES

 

The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at fair values.

 

Except for the application of new or revised accounting standards as described below, the accounting policies and methods of computation used in the condensed consolidated financial statements as of and for the six months ended June 30, 2015 are the same as those followed in the preparation of the Group’s annual financial statements as of and for the year ended December 31, 2014.

 

In the current interim period, the Group has applied, for the first time, the following standards and amendments that are relevant for the preparation of the Group’s condensed consolidated financial statements.

 

Amendments to IAS 19

 

Defined Benefit Plans: Employee Contributions

Amendments to IFRSs

 

Annual Improvements to IFRSs 2010—2012 Cycle

Amendments to IFRSs

 

Annual Improvements to IFRSs 2011—2013 Cycle

 

The application of the above new or revised IFRSs in the current interim period has had no material effect on the amounts reported in these condensed consolidated financial statements and/or disclosures set out in these condensed consolidated financial statements.

 

6



 

4.                            ESTIMATES

 

The preparation of condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

 

In preparing this condensed consolidated interim financial information, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that were applied to the consolidated financial statements for the year ended December 31, 2014.

 

5.                            FINANCIAL RISK MANAGEMENT

 

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.

 

The condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements as at December 31, 2014.

 

There have been no changes in the risk management department since December 31, 2014 or in any risk management policies since December 31, 2014.

 

6.                            SEGMENT INFORMATION

 

The Group is engaged principally in the computer-aided design, manufacturing and trading of integrated circuits. The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about resources allocation and assessing performance of the Group. The Group operates in one segment. The measurement of segment profits is based on profit from operation as presented in the statements of profit or loss and other comprehensive income.

 

The Group operates in three principal geographical areas — United States, Europe, and Asia Pacific. The Group’s operating revenue from customers, based on the location of their headquarters, is detailed below.

 

 

 

Revenue from external

 

 

 

customers

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

United States

 

384,052

 

424,553

 

Mainland China and Hong Kong

 

518,963

 

410,143

 

Eurasia*

 

153,398

 

127,731

 

 

 

1,056,413

 

962,427

 

 


*                           Not including Mainland China and Hong Kong

 

7



 

6.                            SEGMENT INFORMATION (CONTINUED)

 

The Group’s business is characterized by high fixed costs relating to advanced technology equipment purchases, which result in correspondingly high levels of depreciation expenses. The Group will continue to incur capital expenditures and depreciation expenses as it equips and ramps-up additional fabs and expand its capacity at the existing fabs. The following table summarizes property, plant and equipment of the Group by geographical location.

 

 

 

Property, plant

 

 

 

and equipment

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

United States

 

108

 

124

 

Europe

 

3

 

4

 

Taiwan

 

136

 

9

 

Hong Kong

 

3,140

 

3,240

 

Mainland China

 

3,249,576

 

2,991,709

 

 

 

3,252,963

 

2,995,086

 

 

7.                            OTHER OPERATING INCOME

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

Gain on disposal of property, plant and equipment and assets classified as held-for-sale

 

1,141

 

7,593

 

Others

 

264

 

193

 

 

 

1,405

 

7,786

 

 

The gain on disposal of property, plant and equipment and assets classified as held-for-sale for the six months ended June 30, 2015 was primarily due to the disposal of equipments.

 

The gain on disposal of property, plant and equipment and assets classified as held-for-sale for the six months ended June 30, 2014 was primarily from the sales of the staff living quarters in Beijing to employees.

 

8.                            FINANCE COSTS

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

Interest on:

 

 

 

 

 

Bank and other borrowings

 

 

 

 

 

— wholly repayable within five years

 

8,577

 

16,444

 

Interest on convertible bonds

 

6,553

 

3,429

 

Interest on corporate bonds

 

11,117

 

 

Total interest expense for financial liabilities not classified as at FVTPL

 

26,247

 

19,873

 

Less: amounts capitalized

 

(18,821

)

(7,012

)

 

 

7,426

 

12,861

 

 

The weighted average interest rate on funds borrowed generally is 4.65% per annum (2014: 4.61% per annum).

 

8



 

9.                            PROFIT BEFORE TAX

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

Profit before tax has been arrived at after taking into account:

 

 

 

 

 

Depreciation and amortization of property, plant and equipment

 

226,826

 

254,926

 

Amortization of prepaid land use rights

 

1,031

 

1,060

 

Amortization of acquired intangible assets

 

22,515

 

19,348

 

Impairment loss (reversed) recognized on inventory

 

(9,051

)

6,651

 

Impairment loss recognized in respect of trade and other receivables

 

1,524

 

1,241

 

Foreign exchange gains or losses

 

(5,080

)

14,454

 

 

10.                     INCOME TAX EXPENSE

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

Current tax — Enterprise Income Tax Expense (Benefit)

 

(34

)

750

 

Current tax — Land Appreciation Tax

 

16

 

927

 

Deferred tax

 

996

 

(316

)

Total income tax expense

 

978

 

1,361

 

 

Under the Law of the People’s Republic of China (the “PRC”) on Enterprise Income Tax, or the EIT Law, the profits of a foreign invested enterprise arising in 2008 and beyond that distributed to its immediate holding company who is a non-PRC tax resident will be subject to a withholding tax rate of 10%.  A lower withholding tax rate may be applied if there is a favorable tax treaty between mainland China and the jurisdiction of the foreign holding company. For example, holding companies in Hong Kong that are also tax residents in Hong Kong (which should have commercial substance and proceed the formal treaty benefit application with in-charge tax bureau) are eligible for a 5% withholding tax on dividends under the Tax Memorandum between China and the Hong Kong Special Administrative Region.

 

The Company is incorporated in the Cayman Islands, where it is not currently subject to taxation.

 

The EIT Law (became effective on January 1, 2008) applies a uniform 25% enterprise income tax rate to both tax resident enterprise and non-tax resident enterprise, except where a special preferential rate applies.

 

Pursuant to Caishui Circular [2008] No. 1 (“Circular No. 1”) promulgated on February 22, 2008, integrated circuit production enterprises whose total investment exceeds RMB8,000 million (approximately US$1,095 million) or whose integrated circuits have a line width of less than 0.25 micron are entitled to a preferential tax rate of 15%. Enterprises with an operation period of more than 15 years are entitled to a full exemption from income tax for five years starting from the first profitable year after utilizing all prior years’ tax losses and 50% reduction of the tax for the following five years. Pursuant to Caishui Circular [2009] No. 69 (“Circular No. 69”), the 50% reduction should be based on the statutory tax rate of 25%.

 

On January 28, 2011, the State Council of China issued Guofa [2011] No. 4 (“Circular No. 4”), the Notice on Certain Policies to Further Encourage the Development of the Software and Integrated Circuit Industries which reinstates the EIT incentives stipulated by Circular No. 1 for the software and integrated circuit enterprises.

 

On April 20, 2012, State Tax Bureau issued CaiShui [2012] No. 27 (“Circular No. 27”), stipulating the income tax policies for the development of integrated circuit industry. Circular No. 1 was partially abolished by Circular No. 27 and the preferential taxation policy in Circular No. 1 was replaced by Circular No. 27.

 

On July 25, 2013, State Tax Bureau issued [2013] No. 43 (“Circular No. 43”), clarifying that the accreditation and preferential tax policy of integrated circuit enterprise established before December 31, 2010, is applied pursuant to Circular No. 1.

 

9



 

10.                     INCOME TAX EXPENSE (CONTINUED)

 

The detailed tax status of SMIC’s principal PRC entities with tax holidays is elaborated as follows:

 

1)                     Semiconductor Manufacturing International (Shanghai) Corporation (“SMIS” or “SMIC Shanghai”) Pursuant to the relevant tax regulations, SMIS is qualified as an integrated circuit enterprise and enjoyed a 10-year tax holiday (five year full exemption followed by five year half reduction) beginning from 2004 after utilizing all prior years’ tax losses. The income tax rate for SMIS for 2015 is 15% (2014: 15%).

 

2)                     Semiconductor Manufacturing International (Tianjin) Corporation (“SMIT” or “SMIC Tianjin”)

 

In accordance with Circular No. 43 and Circular No. 1, SMIT is qualified as an integrated circuit enterprise and enjoying a 10-year tax holiday (five year full exemption followed by five year half reduction) beginning from 2013 after utilizing all prior years’ tax losses. The income tax rate for SMIT was 0% from 2013 to 2017 and 12.5% from 2018 to 2022.  After that, the income tax rate will be 15%.

 

3)                     Semiconductor Manufacturing International (Beijing) Corporation (“SMIB” or “SMIC Beijing”)

 

In accordance with Circular No. 43 and Circular No. 1, SMIB is qualified as an integrated circuit enterprise and enjoying a 10-year tax holiday (five year full exemption followed by five year half reduction) beginning from 2015 after utilizing all prior years’ tax losses.  The income tax rate for SMIB was 0% from 2015 to 2019 and 12.5% from 2020 to 2024.  After that, the income tax rate will be 15%.

 

All the other PRC entities of SMIC were subject to the income tax rate of 25%.

 

11.                     DIVIDEND

 

The Board did not recommend the payment of any dividend for the six months ended June 30, 2015 (six months ended June 30, 2014: Nil).

 

12.                     EARNINGS PER SHARE

 

The calculation of basic and diluted earnings per share attributable to the owners of the Company is based on following data.

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

Basic earnings per share

 

0.00

 

0.00

 

Diluted earnings per share

 

0.00

 

0.00

 

 

10



 

12.                     EARNINGS PER SHARE (CONTINUED)

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

Earnings

 

 

 

 

 

Earnings used in the calculation of basic earnings per share

 

132,181

 

77,062

 

Interest expense from convertible bonds

 

6,553

 

3,429

 

Earnings used in the calculation of diluted earnings per share

 

138,734

 

80,491

 

Number of shares

 

 

 

 

 

Weighted average number of ordinary shares used in the calculation of basic earnings per share

 

36,537,953,311

 

32,469,087,242

 

Effect of dilutive potential ordinary shares

 

 

 

 

 

Employee option and restricted share units

 

404,687,935

 

298,601,846

 

Convertible bonds

 

3,932,570,996

 

2,100,863,279

 

Weighted average number of ordinary shares used in the calculation of diluted earnings per share

 

40,875,212,242

 

34,868,552,367

 

 

As of June 30, 2015, the Group had 244,268,541 (2014: 679,640,307) weighted average outstanding employee stock options which were excluded from the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares.

 

13.                     ASSETS CLASSIFIED AS HELD FOR SALE

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Assets related to employee’s living quarters

 

 

44

 

 

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. There were no assets classified as held for sale at the end of June 30, 2015.

 

14.                     PROPERTY, PLANT AND EQUIPMENT

 

Construction in progress

 

The construction in progress balance of approximately US$1,415 million as of June 30, 2015, primarily consisted of US$771 million and US$137 million of the manufacturing equipment acquired to further expand the production capacity at two 12” fabs in Beijing and one 12” fab in Shanghai, respectively, and US$292 million of the manufacturing equipment acquired to further expand the production capacity at the 8” fab in Shenzhen. In addition, US$215 million was related to various ongoing capital expenditures projects of other SMIC subsidiaries, which are expected to be completed by the end of 2015.

 

Impairment losses recognized in the period

 

The Group didn’t record any impairment loss of property, plant and equipment for the six months ended June 30, 2015 and 2014.

 

Assets pledged as security

 

As of June 30, 2015, property, plant and equipment with carrying amount of approximately US$350 million (December 31, 2014: approximately US$306 million) have been pledged to secure borrowings of the Group (see Note 24) under a mortgage. The Group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

 

11



 

15.                     INVESTMENTS IN ASSOCIATES

 

Details of the Group’s associates, which are all unlisted companies, at the end of the reporting period are as follows:

 

 

 

Place of
establishment

 

Class of
share

 

Percentage of
ownership interest
and voting power
held by the

Company

 

Name of company 

 

and operation

 

held

 

06/30/15

 

12/31/14

 

Toppan SMIC Electronic (Shanghai) Co., Ltd (“Toppan”)

 

Shanghai, PRC

 

Ordinary

 

30.0

%

30.0

%

Zhongxin Xiecheng Investment (Beijing) Co., Ltd (“Zhongxin Xiecheng”)

 

Beijing, PRC

 

Ordinary

 

49.0

%

49.0

%

Brite Semiconductor Corporation

 

Cayman Island

 

Ordinary

 

47.8

%

47.8

%

China Fortune-Tech Capital Co., Ltd (“China Fortune-Tech”)

 

Shanghai, PRC

 

Ordinary

 

45.0

%

45.0

%

Beijing Wu Jin Venture Investment Center (Limited Partnership) (“WuJin”)

 

Beijing, PRC

 

Ordinary

 

32.6

%

32.6

%

Beijing Integrated Circuit Industry Development Fund - Design and Packaging Sub-Fund

 

Beijing, PRC

 

Ordinary

 

25.4

%

25.4

%

Shanghai Juyuan Qitai Investment Center (Limited Partnership)

 

Shanghai, PRC

 

Ordinary

 

33.0

%

N/A

 

Suzhou Changjiang Electric Xinke Investment Co., Ltd. (“Changjiang Xinke”)

 

Jiangsu, PRC

 

Ordinary

 

19.6

%

N/A

 

 

Above associates are accounted for using the equity method in these condensed consolidated financial statements.

 

16.                     INVESTMENTS IN JOINT VENTURE

 

The detail of the Group’s joint venture, which is an unlisted company, at the end of the reporting period is as follow:

 

 

 

Place of
establishment

 

Class of
share

 

Percentage of
ownership interest
and voting power
held by the

Company

 

Name of company 

 

and operation

 

held

 

06/30/15

 

12/31/14

 

Shanghai Xinxin Investment Centre (Limited Partnership)

 

Shanghai, PRC

 

Ordinary

 

49.5

%

N/A

 

 

17.                     OTHER FINANCIAL ASSETS

 

 

 

30/06/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Short-term investments

 

 

 

 

 

Financial products sold by banks

 

550,751

 

616,862

 

Bank deposit over 3 months

 

18,135

 

27,209

 

 

 

568,886

 

644,071

 

 

12



 

18.                     INVENTORIES

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Raw materials

 

75,041

 

65,598

 

Work in progress

 

215,034

 

179,047

 

Finished goods

 

75,257

 

71,396

 

 

 

365,332

 

316,041

 

 

19.                     TRADE AND OTHER RECEIVABLES

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Trade receivables

 

437,681

 

424,661

 

Allowance for doubtful debts

 

(43,053

)

(42,014

)

 

 

394,628

 

382,647

 

Other receivables and refundable deposits

 

95,047

 

73,741

 

 

 

489,675

 

456,388

 

 

The Group determines credit terms ranging generally from 30 to 60 days for each customer on a case-by-case basis, based on its assessment of such customer’s financial standing and business potential with the Group.

 

The following is analysis of trade receivables presented based on the invoice date at the end of the reporting period:

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Within 30 days

 

195,854

 

167,137

 

Between 31—60 days

 

123,175

 

122,387

 

Over 60 days

 

118,652

 

135,137

 

Total

 

437,681

 

424,661

 

 

The following is analysis of trade receivables (net of allowance for doubtful debt) by age, presented based on due date:

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Current

 

308,734

 

270,220

 

Past due but not impaired

 

 

 

 

 

Within 30 days

 

32,184

 

55,412

 

Between 31—60 days

 

18,776

 

20,915

 

Over 60 days

 

34,934

 

36,100

 

Total

 

394,628

 

382,647

 

 

13



 

20.                     RESTRICTED CASH

 

As of June 30, 2015, restricted cash consisted of US$1.2 million (December 31, 2014: US$0.6 million) of bank time deposits pledged against letters of credit and short-term borrowings,  and US$104.6 million (December 31, 2014: US$135.4 million) of government funding received mainly for the reimbursement of research and development expenses to be incurred.

 

In addition, as of December 31, 2014, the restricted cash of US$102 million was for the co-investment in the proposed acquisition of STATS ChipPAC Ltd. (“STATS ChipPAC”), through Changjiang Xinke, a company established in the PRC. STATS ChipPAC is a leading provider of advanced semiconductor packaging and test services, which is incorporated in the Republic of Singapore and listed on the SGX-ST. On June 18, 2015, the amount of US$102 million was applied as a capital contribution for 19.6% equity interest in Changjiang Xinke, which is accounted as an associate of the Group.

 

21.                     SHARES AND ISSUED CAPITAL

 

Ordinary shares of US$0.0004 each issued and fully paid

 

 

 

Six months ended

 

Six months ended

 

 

 

June 30, 2015

 

June 30, 2014

 

 

 

Number of
shares

 

Issued
share
capital

 

Number of
shares

 

Issued
share
capital

 

 

 

 

 

USD’000

 

 

 

USD’000

 

Balance at January 1

 

35,856,096,167

 

14,342

 

32,112,307,101

 

12,845

 

Issuance of shares under the Company’s employee stock incentive plans

 

194,006,796

 

78

 

129,553,237

 

52

 

Ordinary shares issued at June 12, 2014

 

 

 

2,590,000,000

 

1,036

 

Ordinary shares issued at June 8, 2015

 

4,700,000,000

 

1,880

 

 

 

Balance at June 30

 

40,750,102,963

 

16,300

 

34,831,860,338

 

13,933

 

 

On February 12, 2015, the Company entered into a share purchase agreement with China Integrated Circuit Industry Investment Fund Co., Ltd., (the “China IC Fund”). Pursuant to the share purchase agreement, the Company proposed to issue 4,700,000,000 new ordinary shares (the “Placing of New Shares”) to the China IC Fund at a consideration of approximately HK$3,098.71 million. On June 8, 2015, the Placing of New Shares was completed and the Company issued 4,700,000,000 new ordinary shares to Xinxin (Hongkong) Capital Co., Limited, a wholly- owned subsidiary of the China IC Fund, at the issue price of HK$0.6593 per ordinary share.

 

14



 

22.                     SHARE-BASED PAYMENTS

 

Share options schemes

 

The Company has adopted the two share option schemes under which options to subscribe for the Company’s shares have been granted to certain employees, officers and other service providers.

 

The expense recognized for employee services received during the period is shown in the following table:

 

 

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

Expense arising from equity-settled share-based payment transactions

 

8,088

 

7,491

 

 

Movements during the period

 

(i)                     The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the period (excluding Restricted Share Units (“RSUs”)):

 

 

 

2015

 

2015

 

2014

 

2014

 

 

 

Number

 

WAEP

 

Number

 

WAEP

 

Outstanding at January 1

 

1,163,627,269

 

US$

0.08

 

1,320,383,853

 

US$

0.09

 

Granted during the period

 

49,739,650

 

US$

0.10

 

29,470,736

 

US$

0.08

 

Forfeited and expired during the period

 

(53,333,368

)

US$

0.14

 

(118,169,224

)

US$

0.16

 

Exercised during the period

 

(103,399,197

)

US$

0.07

 

(69,800,684

)

US$

0.06

 

Outstanding at June 30

 

1,056,634,354

 

US$

0.08

 

1,161,884,681

 

US$

0.08

 

 

In the current interim period, share options were granted on February 24, 2015 and May 20, 2015. The fair values of the options determined at the dates of grant using the Black-Scholes Option Pricing model were US$0.04 and US$0.04.

 

The weighted average closing price of the Company’s shares immediately before the dates on which the share options were exercised was US$0.11.

 

The following table lists the inputs to the Black Scholes Option Pricing model used for the options granted during the six months ended June 30, 2015 and 2014:

 

 

 

2015

 

2014

 

Dividend yield (%)

 

 

 

Expected volatility

 

45.38

%

58.49

%

Risk-free interest rate

 

1.55

%

1.66

%

Expected life of share options

 

5 years

 

5 years

 

 

The risk-free rate for periods within the contractual life of the options is based on the yield of the US Treasury Bond. The expected term of options granted represents the period of time that options granted are expected to be outstanding.  Expected volatilities are based on the average volatility of the Company’s stock prices with the time period commensurate with the expected term of the options. The dividend yield is based on the Group’s intended future dividend plan.

 

15



 

22.                     SHARE-BASED PAYMENTS (CONTINUED)

 

Movements during the period (Continued)

 

(i)                     (Continued)

 

The valuation of the options is based on the best estimates from the Group by taking into account a number of assumptions and is subject to limitation of the valuation model. Changes in variables and assumptions may affect the fair value of these options.

 

(ii)                  The following table illustrates the number and weighted average fair value (WAFV) of, and movements in, RSUs during the period (excluding share options):

 

 

 

2015

 

2015

 

2014

 

2014

 

 

 

Number

 

WAFV

 

Number

 

WAFV

 

Outstanding at January 1

 

274,057,667

 

US$

0.09

 

233,158,731

 

US$

0.07

 

Granted during the period

 

144,812,985

 

US$

0.11

 

 

 

 

Forfeited during the period

 

(7,161,483

)

US$

0.09

 

(3,538,688

)

US$

0.08

 

Exercised during the period

 

(90,607,599

)

US$

0.08

 

(59,752,553

)

US$

0.07

 

Outstanding at June 30

 

321,101,570

 

US$

0.10

 

169,867,490

 

US$

0.07

 

 

In the current interim period, RSUs were granted on May 20, 2015. The fair value of the RSUs determined at the date of grant using the Black-Scholes Option Pricing model was US$0.11.

 

The weighted average closing price of the Company’s shares immediately before the date on which the RSUs were exercised was US$0.09.

 

The following table lists the inputs to the Black Scholes Option Pricing model used for the RSU granted during the six months ended June 30, 2015:

 

 

 

2015

 

Dividend yield (%)

 

 

Expected volatility

 

36.99

%

Risk-free interest rate

 

0.6

%

Expected life of RSUs

 

2 years

 

 

The risk-free rate for periods within the contractual life of the RSUs is based on the yield of the US Treasury Bond. The expected term of RSUs granted represents the period of time that RSUs granted are expected to be outstanding. Expected volatilities are based on the average volatility of the Company’s stock prices with the time period commensurate with the expected term of the RSUs.  The dividend yield is based on the Group’s intended future dividend plan.

 

The valuation of the RSUs is based on the best estimates from the Group by taking into account a number of assumptions and is subject to limitation of the valuation model.  Changes in variables and assumptions may affect the fair value of these RSUs.

 

16



 

23.                     TRADE AND OTHER PAYABLES

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Trade payables

 

650,636

 

645,414

 

Advance receipts from customers

 

66,620

 

54,724

 

Deposit received from customers

 

129,714

 

77,296

 

Other payables

 

16,240

 

16,927

 

 

 

863,210

 

794,361

 

 

Trade payables are non-interest bearing and are normally settled on 30-day to 60-day terms.

 

The following is an aged analysis of trade payables presented based on the invoice date at the end of the reporting period:

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Within 30 days

 

552,620

 

555,556

 

Between 31—60 days

 

43,904

 

25,729

 

Over 60 days

 

54,112

 

64,129

 

Total

 

650,636

 

645,414

 

 

An aged analysis of the trade payables is as follows:

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Current

 

588,674

 

599,584

 

Overdue:

 

 

 

 

 

Within 30 days

 

27,065

 

12,520

 

Between 31 to 60 days

 

10,725

 

4,954

 

Over 60 days

 

24,172

 

28,356

 

 

 

650,636

 

645,414

 

 

17



 

24.       BORROWINGS

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

At amortized cost

 

 

 

 

 

Short-term commercial bank loans

 

55,753

 

115,084

 

 

 

55,753

 

115,084

 

2013 USD Loan (SMIC Shanghai)

 

10,760

 

221,520

 

2015 USD Loan (SMIC Shanghai)

 

59,462

 

 

2013 EXIM USD Loan (SMIC Beijing)

 

40,000

 

40,000

 

2013 CIDC RMB Entrusted loan (SMIC Beijing)

 

 

2,450

 

2014 EXIM RMB Loan (SMIC Beijing)

 

39,236

 

39,200

 

 

 

149,458

 

303,170

 

Less: current maturities of long-term debt

 

63,974

 

46,970

 

Non-current maturities of long-term debt

 

85,484

 

256,200

 

Borrowing by repayment schedule:

 

 

 

 

 

Within 1 year

 

119,727

 

162,054

 

Within 1—2 years

 

52,450

 

125,200

 

Within 2—5 years

 

33,034

 

131,000

 

 

 

205,211

 

418,254

 

 

As of June 30, 2015, property, plant and equipment and land use right with carrying amount of approximately US$350 million (December 31, 2014: US$308 million) have been pledged to secure borrowings of the Group.

 

25.       CONVERTIBLE BONDS

 

(i)       Issue of US$200 million zero coupon convertible bonds due 2018

 

On November 7, 2013, the Company issued zero coupon convertible bonds at a par value of US$200,000 each with an aggregate principal amount of US$200,000,000 (the “Original Bonds”).  The issue price was 100% of the aggregate principal amount of the Original Bonds. The Original Bonds is a compound instrument that included a liability component and an equity component. There are embedded derivatives in respect of the early redemption features of the Original Bonds, which are deemed to be clearly and closely related to the host contract and therefore, do not need to be separately accounted for. The fair value of the liability component of the Original Bonds was approximately US$179.4 million and the equity component was approximately US$15.2 million, determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole.

 

 

 

USD’000

 

Principal amount

 

200,000

 

Transaction cost

 

(5,400

)

Liability component at the date of issue

 

(179,390

)

Equity component

 

15,210

 

 

Please refer to the Company’s annual consolidated financial statements as at December 31, 2014 for the principal terms of the Original Bonds.

 

18



 

25.       CONVERTIBLE BONDS (CONTINUED)

 

(i)       Issue of US$200 million zero coupon convertible bonds due 2018 (Continued)

 

Subsequent to the initial recognition, the liability component of the Original Bonds was carried at amortized cost using the effective interest method. The effective interest rate of the liability component of the Original Bonds was 3.69% per annum. The movement of the liability component and equity component of the Original Bonds for the period ended June 30, 2015 is set out below:

 

 

 

Liability
Component

 

Equity
Component

 

Total

 

 

 

USD’000

 

USD’000

 

USD’000

 

As at January 1, 2015

 

187,156

 

15,210

 

202,366

 

Interest charged during the period

 

3,434

 

 

3,434

 

As at June 30, 2015

 

190,590

 

15,210

 

205,800

 

 

The equity component will remain in convertible bond equity reserve until the embedded conversion option is exercised or the bonds mature.

 

(ii)     Issue of US$86.8 million zero coupon convertible bonds due 2018

 

On May 29, 2014, the Company issued convertible bonds at a par value of US$200,000 each with an aggregate principal amount of US$54,600,000 to Datang Holdings (Hongkong) Investment Company Limited (“Datang”) and an aggregate principal amount of US$32,200,000 to Country Hill Limited (“Country Hill”) (collectively, the “Original Pre-emptive Bonds”). The issue price was 100% of the aggregate principal amount of the Original Pre-emptive Bonds and the terms and conditions of the Original Pre-emptive Bonds are the same in all respects as those for the Original Bonds except for the issue date. The Original Pre-emptive Bonds is a compound instrument that included a liability component and an equity component. There are embedded derivatives in respect of the early redemption features of the Original Pre-emptive Bonds, which are deemed to be clearly and closely related to the host contract and therefore, do not need to be separately accounted for. The fair value of the liability component of the Original Pre-emptive Bonds was approximately US$81.2 million and the equity component was approximately US$5.6 million, determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole.

 

 

 

USD’000

 

Principal amount

 

86,800

 

Liability component at the date of issue

 

(81,235

)

Equity component

 

5,565

 

 

19



 

25.       CONVERTIBLE BONDS (CONTINUED)

 

(ii)     Issue of US$86.8 million zero coupon convertible bonds due 2018 (Continued)

 

Subsequent to the initial recognition, the liability component of the Original Pre-emptive Bonds was carried at amortized cost using the effective interest method. The effective interest rate of the liability component of the Original Pre-emptive Bonds was 2.78% per annum. The movement of the liability component and equity component of the Original Pre-emptive Bonds for the period ended June 30, 2015 is set out below:

 

 

 

Liability
Component

 

Equity
Component

 

Total

 

 

 

USD’000

 

USD’000

 

USD’000

 

As at January 1, 2015

 

82,550

 

5,565

 

88,115

 

Interest charged during the period

 

1,133

 

 

1,133

 

As at June 30, 2015

 

83,683

 

5,565

 

89,248

 

 

The Original Pre-emptive Bonds have been consolidated and have formed a single series with the Original Bonds from the date of their issue.

 

(iii)    Issue of US$95 million zero coupon convertible bonds due 2018

 

On June 24, 2014, the Company issued convertible bonds at a par value of US$200,000 each with an aggregate principal amount of US$95,000,000 (the “Further Bonds”). The issue price was 101.5% of the aggregate principal amount of the Further Bonds and the terms and conditions of the Further Bonds are the same in all respects as those for the Original Bonds except for the issue date. The Further Bonds is a compound instrument that included a liability component and an equity component. There are embedded derivatives in respect of the early redemption features of the Further Bonds, which are deemed to be clearly and closely related to the host contract and therefore, do not need to be separately accounted for.  The fair value of the liability component of the Further Bonds was approximately US$87.1 million and the equity component was approximately US$7.1 million, determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole.

 

 

 

USD’000

 

Principal amount

 

95,000

 

Premium of convertible bonds

 

1,425

 

Transaction cost

 

(2,187

)

Liability component at the date of issue

 

(87,090

)

Equity component

 

7,148

 

 

20



 

25.       CONVERTIBLE BONDS (CONTINUED)

 

(iii)    Issue of US$95 million zero coupon convertible bonds due 2018 (Continued)

 

Subsequent to the initial recognition, the liability component of the Further Bonds was carried at amortized cost using the effective interest method. The effective interest rate of the liability component of the Further Bonds was 3.79% per annum. The movement of the liability component and equity component of the Further Bonds for the period ended June 30, 2015 is set out below:

 

 

 

Liability
Component

 

Equity
Component

 

Total

 

 

 

USD’000

 

USD’000

 

USD’000

 

As at January 1, 2015

 

88,740

 

7,148

 

95,888

 

Interest charged during the period

 

1,650

 

 

1,650

 

As at June 30, 2015

 

90,390

 

7,148

 

97,538

 

 

The Further Bonds have been consolidated and have formed a single series with the Original Bonds and the Original Pre-emptive Bonds from the date of their issue.

 

(iv)    Issue of US$22.2 million zero coupon convertible bonds due 2018

 

On December 4, 2014, the Company issued convertible bonds at a par value of US$200,000 each with an aggregate principal amount of US$22,200,000 to Datang (the “Further Pre-emptive Bonds”). The issue price was 101.5% of the aggregate principal amount of the Further Pre-emptive Bonds and the terms and conditions of the Further Pre-emptive Bonds are the same in all respects as those for the Original Bonds except for the issue date. The Further Pre-emptive Bonds is a compound instrument that included a liability component and an equity component. There are embedded derivatives in respect of the early redemption features of the Further Pre-emptive Bonds, which are deemed to be clearly and closely related to the host contract and therefore, do not need to be separately accounted for. The fair value of the liability component of the Further Pre-emptive Bonds was approximately US$20.9 million and the equity component was approximately US$1.6 million, determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole.

 

 

 

USD’000

 

Principal amount

 

22,200

 

Premium of convertible bonds

 

333

 

Liability component at the date of issue

 

(20,892

)

Equity component

 

1,641

 

 

21



 

25.       CONVERTIBLE BONDS (CONTINUED)

 

(iv)    Issue of US$22.2 million zero coupon convertible bonds due 2018 (Continued)

 

Subsequent to the initial recognition, the liability component of the Further Pre-emptive Bonds was carried at amortized cost using the effective interest method. The effective interest rate of the liability component of the Further Pre-emptive Bonds was 3.22% per annum. The movement of the liability component and equity component of the Further Pre-emptive Bonds for the period ended June 30, 2015 is set out below:

 

 

 

Liability
Component

 

Equity
Component

 

Total

 

 

 

USD’000

 

USD’000

 

USD’000

 

As at January 1, 2015

 

20,948

 

1,641

 

22,589

 

Interest charged during the period

 

336

 

 

336

 

As at June 30, 2015

 

21,284

 

1,641

 

22,925

 

 

The Further Pre-emptive Bonds have been consolidated and have formed a single series with the Original Bonds, the Original Pre-emptive Bonds and the Further Bonds from the date of their issue.

 

26.       BONDS PAYABLE

 

On October 7, 2014, the Company issued 5-year unsecured corporate bonds for a total amount of US$500 million. The corporate bonds carry a coupon interest rate of 4.125% with bond interest payable semi-annually on March 31 and September 30. As at the issue date, the net book value of the liabilities amounted to US$491.2 million after the deduction of (1) a discount of US$5.2 million and (2) issue expenses of US$3.6 million.

 

 

 

USD’000

 

Principal amount

 

500,000

 

Discount of bonds payable

 

(5,185

)

Transaction cost

 

(3,634

)

Bonds payable as at the issue date

 

491,181

 

 

The movement of the corporate bonds for the period ended June 30, 2015 is set out below:

 

 

 

USD’000

 

As at January 1, 2015

 

491,579

 

Interest charged during the period

 

11,117

 

Interest payable recognized during the period

 

(10,313

)

As at June 30, 2015

 

492,383

 

 

27.       COMMITMENTS FOR EXPENDITURE

 

Purchase commitments

 

As of June 30, 2015, the Group had the following commitments to purchase machinery, equipment and construction obligations. The machinery and equipment is scheduled to be delivered to the Group’s facility by December 31, 2015.

 

 

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

Commitments for the facility construction

 

145,865

 

211,696

 

Commitments for the acquisition of property, plant and equipment

 

485,736

 

292,867

 

Commitments for the acquisition of intangible assets

 

21,285

 

14,109

 

 

 

652,886

 

518,672

 

 

22



 

28.       FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Group considers that the carrying amounts of financial assets and financial liabilities recognized in the condensed consolidated financial statements approximate their fair values.

 

Valuation techniques and assumptions applied for the purposes of measuring fair value

 

The fair values of financial assets and financial liabilities are determined as follows:

 

·         the fair value of financial instruments based on quoted market prices in active markets, valuation techniques that use observable market-based inputs or unobservable inputs that are corroborated by market data. Pricing information the Group obtains from third parties is internally validated for reasonableness prior to use in the condensed consolidated financial statements. When observable market prices are not readily available, the Group generally estimates the fair value using valuation techniques that rely on alternate market data or inputs that are generally less readily observable from objective sources and are estimated based on pertinent information available at the time of the applicable reporting periods. In certain cases, fair values are not subject to precise quantification or verification and may fluctuate as economic and market factors vary and the Group’s evaluation of those factors changes.

 

Fair value measurements recognized in the consolidated statement of financial position

 

The following tables provide an analysis of financial instruments that are measured at fair value on a recurring basis subsequent to initial recognition, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. There is no transfer within different levels of the fair value hierarchy in the period ended June 30, 2015.

 

·         Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active market for identical assets or liabilities;

 

·         Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

 

·         Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

 

 

 

 

06/30/15

 

 

 

Valuation technique(s) and key input

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

USD’000

 

USD’000

 

USD’000

 

USD’000

 

Financial assets at FVTPL

 

 

 

 

 

 

 

 

 

 

 

Short-term investment carried at fair value through profit or loss

 

Discounted cash flow. Future cash flows are estimated based on contracted interest rates, discounted at a rate that reflects the credit risk of various counterparties.

 

 

550,751

 

 

550,751

 

Available-for-sale investment

 

Quoted prices in active markets

 

3,507

 

 

 

3,507

 

Available-for-sale investment

 

Recent transaction price

 

 

 

3,270

 

3,270

 

Total

 

 

 

3,507

 

550,751

 

3,270

 

557,528

 

 

 

 

 

 

12/31/14

 

 

 

Valuation technique(s) and key input

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

USD’000

 

USD’000

 

USD’000

 

USD’000

 

Financial assets at FVTPL

 

 

 

 

 

 

 

 

 

 

 

Short-term investment carried at fair value through profit or loss

 

Discounted cash flow. Future cash flows are estimated based on contracted interest rates, discounted at a rate that reflects the credit risk of various counterparties.

 

 

616,862

 

 

616,862

 

Available-for-sale investment

 

Recent transaction price

 

 

 

13,803

 

13,803

 

Total

 

 

 

 

616,862

 

13,803

 

630,665

 

 

23



 

29.       RELATED PARTY TRANSACTIONS

 

The names of the related parties which had transactions with the Group during the six months ended June 30, 2015 and the relationships with the Group are disclosed below:

 

Related party name

 

Relationship with the Group

China Academy of Telecommunication Technology

 

A member of Datang Telecom Technology & Industry Group (“Datang Group”), which owns Datang Telecom

Datang Telecom Technology & Industry Holdings Co., Ltd. (“Datang Telecom”)

 

A substantial shareholder of the Company

Datang Microelectronics Technology Co., Ltd

 

A member of Datang Group

Leadcore Technology Co., Ltd

 

A member of Datang Group

Datang Telecom Group Finance Co., Ltd

 

A member of Datang Group

China Investment Corporation (“CIC”)

 

A substantial shareholder of the Company

Country Hill

 

A wholly-owned subsidiary of Bridge Hill Investments Limited, which is a subsidiary controlled by CIC

Toppan

 

An associate of the Group

Brite Semiconductor Corporation and its subsidiaries (“Brite”)

 

An associate of the Group

China Fortune-Tech

 

An associate of the Group

Zhongxin Xiecheng

 

An associate of the Group

 

Trading transactions

 

During the period, group entities entered into the following trading transactions with related parties that are not members of the Group:

 

 

 

Sale of goods

 

Sale of services

 

 

 

Six months ended

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

USD’000

 

USD’000

 

Datang Microelectronics Technology Co., Ltd

 

6,453

 

5,254

 

 

 

Leadcore Technology Co., Ltd

 

2,616

 

964

 

 

 

Toppan

 

 

 

2,319

 

2,194

 

Brite

 

15,528

 

16,248

 

 

 

China Fortune-Tech

 

 

NA

 

36

 

NA

 

 

 

 

Purchase of goods

 

Purchase of services

 

 

 

Six months ended

 

Six months ended

 

 

 

06/30/15

 

06/30/14

 

06/30/15

 

06/30/14

 

 

 

USD’000

 

USD’000

 

USD’000

 

USD’000

 

China Academy of Telecommunication Technology

 

 

 

365

 

 

Toppan

 

 

3

 

8,461

 

12,626

 

Zhongxin Xiecheng

 

 

 

624

 

1,934

 

Brite

 

 

 

801

 

2,175

 

China Fortune-Tech

 

 

NA

 

693

 

NA

 

 

24



 

29.       RELATED PARTY TRANSACTIONS (CONTINUED)

 

Trading transactions (Continued)

 

The following balances were outstanding at the end of the reporting period:

 

 

 

Amounts due
from related parties

 

Amounts due
to related parties

 

 

 

06/30/15

 

12/31/14

 

06/30/15

 

12/31/14

 

 

 

USD’000

 

USD’000

 

USD’000

 

USD’000

 

China Academy of Telecommunication Technology

 

 

360

 

 

 

Datang Microelectronics Technology Co., Ltd

 

5,578

 

5,642

 

 

 

Leadcore Technology Co., Ltd.

 

1,343

 

619

 

2,063

 

7

 

Toppan

 

778

 

387

 

2,104

 

2,739

 

Brite

 

4,064

 

3,772

 

 

700

 

China Fortune-Tech

 

6

 

41

 

 

 

 

On February 18, 2014, the Company entered into a Framework Agreement with Datang Telecom, pursuant to which, the Company (including its subsidiaries) and Datang Telecom (including its associates) will engage in business collaboration including but not limited to foundry service. The effective period of the Framework Agreement is two years. The pricing for the transactions contemplated under the agreement will be determined by reference to reasonable market price.

 

On November 6, 2008 and April 18, 2011, respectively, the Company entered into share purchase agreements with Datang Telecom and Country Hill which granted each of Datang and Country Hill a pre-emptive right to subscribe for additional shares if the Company issues new shares to other investors. On March 2, 2015, the Company received irrevocable notices from both Datang and Country Hill about exercising their pre-emptive right as a result of the Placing of New Shares. On June 11, 2015, Datang and Country Hill entered into agreements with the Company to subscribe for 961,849,809 ordinary shares and 323,518,848 ordinary shares, respectively, at a price of HK$0.6593 per share. As of June 30, 2015, the amount due from Datang and Country Hill for the share subscription were HK$634,147,579.07 and HK$213,295,976.49, respectively.

 

Arrangements/contracts for sale of self-developed living quarter units

 

In the first half of 2015, the Group entered into arrangements/contracts with 3 of the Company’s directors and key management for sale of self-developed living quarter units and the amount of the considerations is approximately US$2.9 million. The transactions were not completed as of the date of this announcement.

 

25



 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SALES

 

Sales increased by 9.8% from US$962.4 million for the six months ended June 30, 2014 to US$1,056.4 million for the six months ended June 30, 2015, primarily due to an increase in wafer shipments during this period including a significant increase in China sales. The number of wafer shipments increased by 15.7% from 1,230,385 8-inch wafer equivalents for the six months ended June 30, 2014 to 1,423,861 8-inch wafer equivalents for the six months ended June 30, 2015.

 

COST OF SALES AND GROSS PROFIT

 

Cost of sales slightly increased by 0.9% from US$723.3 million for the six months ended June 30, 2014 to US$730.1 million for the six months ended June 30, 2015.

 

The Group had a gross profit of US$326.3 million for the six months ended June 30, 2015 compared to a gross profit of US$239.2 million for the six months ended June 30, 2014, representing an increase of 36.4%. Gross margin increased to 30.9% for the six months ended June 30, 2015 from 24.9% for the six months ended June 30, 2014. The increase in gross margin was primarily due to a higher utilization rate and a favourable change in product-mix in the first half of 2015.

 

PROFIT FOR THE PERIOD FROM OPERATING

 

Profit from operations increased from US$87.8 million for the six months ended June 30, 2014 to US$106.2 million for the six months ended June 30, 2015 primarily due to shipment increase and high utilization in the first half of 2015.

 

Research and development expenses increased by 32.9% from US$81.7 million for the six months ended June 30, 2014 to US$108.7 million for the six months ended June 30, 2015. The increase was mainly due to an increase in R&D activities.

 

General and administrative expenses increased by 61.0% from US$58.7 million for the six months ended June 30, 2014 to US$94.5 million for the six months ended June 30, 2015. The increase was primarily due to 1) the start-up expenses relating to the two new fab projects — the 8-inch fab in Shenzhen and the 12-inch fab in Beijing and 2) an increase in accrued employee bonus in the first half of 2015.

 

Sales and marketing expenses slightly decreased by 1.9% from US$18.7 million for the six months ended June 30, 2014 to US$18.4 million for the six months ended June 30, 2015.

 

Other operating income were US$1.4 million and US$7.8 million for the six months ended June 30, 2015 and 2014, respectively, and the decrease was due to the gains arising from the partial disposal of the Group’s living quarters recorded in the first half of 2014.

 

As a result, the Group’s profit from operations increased to US$106.2 million for the six months ended June 30, 2015 from US$87.8 million for the six months ended June 30, 2014.

 

PROFIT FOR THE PERIOD

 

Due to the factors described above, the Group had a profit of US$123.3 million for the six months ended June 30, 2015 compared to US$76.1 million for the six months ended June 30, 2014.

 

26



 

FUNDING SOURCES FOR MATERIAL CAPITAL EXPENDITURE IN THE COMING YEAR

 

In 2015, the Group plans to spend approximately US$1.5 billion in capital expenditures for foundry operations which are subject to adjustment based on market conditions. The capital expenditures are mainly for 1) the capacity expansion in the 12-inch fab of Semiconductor Manufacturing North China (Beijing) Corporation (“SMNC”), 2) the capacity expansion in the 12-inch fab in Shanghai, 3) the capacity expansion in the new 8-inch fab in Shenzhen and 4) research and development equipment, mask shops and intellectual property acquisition.

 

In addition, the Group budgeted approximately US$150 million in 2015 as capital expenditures for non-foundry operations. This is mainly for the construction of living quarters for employees as part of the Group’s employee retention program. The Group plans to rent out or sell some of these living units to employees in the future.

 

The Group’s actual expenditures may differ from its planned expenditures for a variety of reasons, including changes in its business plan, process technology, market conditions, equipment prices, or customer requirements.  The Group will monitor the global economy, the semiconductor industry, the demands of its customers, and its cash flow from operations and will adjust its capital expenditures plans as necessary.

 

The primary sources of capital resources and liquidity include cash generated from operations, bank borrowings and debt or equity issuances and other forms of financing. Future acquisitions, mergers, strategic investments, or other developments also may require additional financing. The amount of capital required to meet the Group’s growth and development targets is difficult to predict in the highly cyclical and rapidly changing semiconductor industry.

 

LIQUIDITY AND CAPITAL RESOURCES

 

For the six months ended June 30, 2015, the Group incurred capital expenditures of US$513.0 million compared to US$250.8 million for the six months ended June 30, 2014. The Group financed its capital expenditures primarily from cash flows generated from operating and financing activities.

 

The Group had US$766.2 million in cash and cash equivalent as of June 30, 2015. These cash and cash equivalent are held in the form of United States Dollars, Japanese Yen, Euro, and Chinese Renminbi. The net cash from operating activities increased by 3.7% from US$278.7 million for the six months ended June 30, 2014 to US$288.9 million for the six months ended June 30, 2015.

 

Net cash used in investing activities was US$319.3 million for the six months ended June 30, 2015, primarily attributable to 1) purchases of plant and equipment for the fabs in Shanghai and Beijing, 2) the net result of proceeds from selling and payments for acquiring financial assets and 3) payments for acquiring long-term investment.  Net cash used in investing activities was US$355.3 million for the six months ended June 30, 2014, primarily attributable to 1) purchases of plant and equipment for the fabs in Shanghai and Beijing, and 2) the net result of proceeds from selling and payment for acquiring financial assets.

 

Net cash generated from financing activities was US$193.6 million for the six months ended June 30, 2015, which was primarily due to 1) the net result of proceeds from new bank borrowings and repayments of bank borrowings and 2) net proceeds from the issue of new Ordinary Shares in the first half of 2015.  Net cash generated from financing activities was US$188.8 million for the six months ended June 30, 2014, which was primarily 1) the net result of proceeds from new bank borrowings and repayments of bank borrowings and 2) net proceeds from the issue of the convertible bonds and net proceeds from the issue of new Ordinary Shares in the first half of 2014.

 

As of June 30, 2015, the Group’s outstanding long-term liabilities primarily consisted of US$70.2 million in secured bank loans, US$79.3 million in unsecured bank loans, US$385.9 million in convertible bonds and US$492.4 million in USD bond. Of which, US$64.0 million was classified as the current portion of long-term loans. The long-term loans are repayable in installments which will commence in August 2015 and will mature in December 2019.

 

27



 

CO-INVESTMENT IN RELATION TO PROPOSED ACQUISITION OF STATS CHIPPAC

 

On December 22, 2014, (i) SilTech Shanghai, an indirectly wholly-owned subsidiary of the Company; (ii) Jiangsu Changjiang Electronics Technology Co., Ltd (“JCET”); and (iii) China Integrated Circuit Industry Investment Fund Co., Ltd., (“China IC Fund”) entered into a co-investment agreement to form an investment consortium in connection with the proposed acquisition of STATS ChipPAC Ltd. (“STATS ChipPAC”), a leading provider of advanced semiconductor packaging and test services in the world and a company incorporated in the Republic of Singapore, shares of which are listed on the Singapore Exchange Securities Trading Limited.

 

On June 18, 2015, according to the co-investment agreement, the Group invested US$102 million as a capital contribution for 19.6% equity interest in Suzhou Changjiang Electric Xinke Investment Co., Ltd. (“Changjiang Xinke”), a company incorporated in Jiangsu province, China. The transaction was recorded as an investment in associate of the Group.

 

On June 26, 2015, JCET-SC (Singapore) Pte. Ltd. (“JCET-SC”), a company incorporated in the Republic of Singapore, the subsidiary of Changjiang Xinke, announced a voluntary conditional cash offer (the “Offer”) for all the shares in STATS ChipPAC at SGD0.46577 per share. On August 5, JCET-SC’s financial advisers announced, for and on behalf of JCET-SC, that all conditions to the Offer had been fulfilled and the Offer had become and was declared unconditional in all respects. The unconditional acceptance announcement offer was closed on August 27, 2015.

 

JOINT VENTURE AGREEMENT IN RELATION TO SMIC SEMICONDUCTOR ADVANCED TECHNOLOGY RESEARCH (SHANGHAI) CORPORATION

 

On June 23, 2015, the Company, Huawei, Qualcomm Global Trading Pte. Ltd. (“Qualcomm”), and IMEC International (“imec”) jointly issued a press release in relation to the formation of SMIC Advanced Technology Research & Development (Shanghai) Corporation, an equity joint venture company. The joint venture company will focus on R&D towards next generation CMOS logic technology and is designed to build China’s most advanced integrated circuit (IC) development R&D platform. SMIC Advanced Technology R&D (Shanghai) Corporation will be majority owned by SMIC, while Huawei, imec, and Qualcomm will be minority shareholders. The current focus of the joint venture company will be on developing 14nm logic technology.

 

COMMITMENTS

 

As of June 30, 2015, the Group had commitments of US$145.9 million for facilities construction obligations in connection with the Group’s Shanghai, Beijing, Tianjin and Shenzhen facilities, US$485.7 million to purchase machinery and equipment mainly for the Shanghai, Beijing, Tianjin and Shenzhen fabs and US$21.3 million to purchase intellectual property.

 

DEBT TO EQUITY RATIO

 

As of June 30, 2015, the Group’s debt to equity ratio was approximately 28.2%.

 

FOREIGN EXCHANGE RATE FLUCTUATION RISK

 

The Group’s revenue, expenses, and capital expenditures are primarily transacted in U.S. dollars. The Group also enters into transactions in other currencies. The Group is primarily exposed to changes in exchange rates for the Euro, Japanese Yen, and RMB against the US dollar.

 

To minimize these risks, the Group purchases foreign-currency forward exchange contracts with contract terms normally lasting less than twelve months to protect against the adverse effect that exchange rate fluctuations may have on foreign-currency denominated transactions. These forward exchange contracts are principally denominated in RMB, Japanese Yen or Euro against the US dollar and do not qualify for hedge accounting in accordance with IFRS.

 

EMPLOYEES EQUITY INCENTIVE PLAN

 

Save as disclosed in this announcement, there is no material change to the information disclosed in the 2014 annual report of the Company in relation to the number and remuneration of employees, remuneration policies, bonus and share option schemes of employees.

 

28



 

ISSUE OF EQUITY SECURITIES UNDER GENERAL MANDATE

 

Issue of 4,700,000,000 New Ordinary Shares

 

On February 12, 2015, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with the China Integrated Circuit Industry Investment Fund Co., Ltd., a company established under the laws of the PRC (the “China IC Fund”) whereby (i) the Company has conditionally agreed to allot and issue to the China IC Fund, and the China IC Fund has conditionally agreed to subscribe, through its wholly-owned subsidiary incorporated in Hong Kong, for 4,700,000,000 new Ordinary Shares of US$0.0004 each (the “New Share(s)”) at the subscription price of HK$0.6593 per New Share (the “Subscription Price”). The aggregate nominal value of the New Shares was US$1,880,000. The Subscription Price represented a discount of approximately 7.14% to the closing price of HK$0.710 per Ordinary Share as quoted on The Stock Exchange of Hong Kong Limited (“SEHK”) on February 12, 2015, being the last full trading day immediately before the execution of the Share Purchase Agreement.

 

The New Shares were allotted and issued to Xinxin (Hongkong) Capital Co., Limited, a wholly-owned subsidiary of the China IC Fund, on June 8, 2015. The net proceeds from the issue of the New Shares were approximately US$399.5 million (US$0.085 per New Share). The net proceeds from the issue of the New Shares would be used for capital expenditure, debt repayment and general corporate purposes.

 

The Company considered that the China IC Fund would bring strategic value to the Company and the funds raised in this transaction would improve the working capital position of the Group and enhance its overall liquidity; the transaction therefore would enhance shareholders’ value and is in the interests of the Company and its shareholders as a whole.

 

PROSPECTS AND FUTURE PLANS

 

In the first half of 2015, the Group achieved its record high revenue, gross margin, and utilization. This was in part a result of enhanced operational efficiency and careful execution of its differentiation strategy. The Group has guided the third quarter revenue to continue to increase by 1% to 3% quarter over quarter. However, the Group is cautious about the remainder of 2015 given the industry’s ongoing inventory correction.  Despite the inventory correction situation, SMIC has successfully ramped up new products to maintain good utilizations, and targets to continue to implement its strategy of product differentiation and customer diversification.

 

With regard to SMIC’s future plans, the Group believes demand for its differentiated technology and advanced 28nm process are key growth drivers for its business. In response to the capacity demand, the Group continues to expand its 8-inch and 12-inch capacities. The Group targets to install an additional 10,000 8-inch wafers per month capacity in its Shenzhen 8-inch fab by the end of 2015. In terms of advanced capacity, the Group targets to install 6,000 12- inch wafers per month capacity in its joint-venture 12-inch fab in Beijing and an additional 2,000 12-inch wafers per month capacity in its Shanghai 12-inch fab by the end of 2015.

 

The Group continues to focus on sustaining profitability and delivering carefully planned growth. Furthermore, the Group will continue to pursue its strategy to capture growth opportunities in China and is committed to delivering sustainable profitability and building value for all stakeholders.

 

SHARE CAPITAL

 

During the six months ended June 30, 2015, the Company issued 101,616,170 and 63,178,000 Ordinary Shares as a result of the exercise of equity awards granted pursuant to the Company’s 2004 stock option plan (the “2004 Stock Option Plan”) and the Company’s 2004 equity incentive plan (the “2004 Equity Incentive Plan”), respectively. During this period, there were 1,783,027 and 27,429,599 Ordinary Shares issued as a result of the exercise of equity awards granted pursuant to the Company’s 2014 stock option plan (the “2014 Stock Option Plan”) and the Company’s 2014 equity incentive plan (the “2014 Equity Incentive Plan”) which have replaced the 2004 Stock Option Plan and the 2004 Equity Incentive Plan, respectively, upon their termination.

 

 

 

Number of Shares Outstanding

 

Outstanding Share Capital as of June 30, 2015:

 

 

 

Ordinary Shares

 

40,750,102,963

 

 

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Under the terms of the Company’s 2014 Equity Incentive Plan, the Compensation Committee may grant restricted share units (“Restricted Share Units”) to eligible participants. Each Restricted Share Unit represents the right to receive one Ordinary Share. Restricted Share Units granted to new employees and existing employees generally vest at a rate of 25% upon the first, second, third, and fourth anniversaries of the vesting commencement date.  Upon vesting of the Restricted Share Units and subject to the terms of the Insider Trading Policy and the payment by the participants of applicable taxes, the Company will issue the relevant participants the number of Ordinary Shares underlying the awards of Restricted Share Unit.

 

REPURCHASE SALE OR REDEMPTION OF SECURITIES

 

The Company has not repurchased, sold or redeemed any of its securities during the six months ended June 30, 2015.

 

CORPORATE GOVERNANCE PRACTICES

 

The Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange Listing Rules”) contains code provisions (the “Code Provisions”) which an issuer, such as the Company, is expected to comply with or advise as to reasons for deviations from and recommends best practices which an issuer is encouraged to implement (the “Recommended Practices”). The Company has adopted a set of Corporate Governance Policy (the “CG Policy”) since January 25, 2005 as its own code of corporate governance, which is amended from time to time to comply with the CG Code. The CG Policy, a copy of which can be obtained on the Company’s website at www.smics.com under “Investor Relations > Corporate Governance > Policy and Procedures”, incorporates all of the Code Provisions of the CG Code except for Code Provision E.1.3, which relates to the notice period of general meetings of the Company, and many of the Recommended Practices. In addition, the Company has adopted or put in place various policies, procedures, and practices in compliance with the provisions of the CG Policy.

 

During the six months ended June 30, 2015, the Company was in compliance with all the Code Provisions set out in the CG Code except as explained below:

 

Code Provision A.5.1 of the CG Code provides that the issuers should establish a nomination committee which is chaired by the chairman of the board or an independent non-executive director and comprises a majority of independent non- executive directors. As a result of Mr. Frank Meng’s cessation of being a member of the Nomination Committee of the Company (the “Nomination Committee”) due to his retirement as an independent non-executive Director upon the conclusion of the annual general meeting of the Company held on June 26, 2015 (“2015 AGM”), the Nomination Committee did not comprise a majority of independent non-executive Directors.  Following the appointment of Ms. Carmen I-Hua Chang, an independent non-executive Director, as a member of the Nomination Committee on August 7, 2015, the Company has complied with the requirement under Code Provision A.5.1 of the CG Code.

 

Code Provision A.6.7 of the CG Code requires that independent non-executive directors and other non-executive directors should attend general meetings and develop a balanced understanding of the views of shareholders. Mr. Sean Maloney, an independent non-executive Director, was not able to attend the 2015 AGM due to his other commitments.

 

Save as the aforesaid and in the opinion of the Directors, the Company has complied with all other Code Provisions set out in the CG Code during the six months ended June 30, 2015.

 

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS

 

The Company has adopted an Insider Trading Compliance Program (the “Insider Trading Policy”) which encompasses the requirements of the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Stock Exchange Listing Rules (the “Model Code”). The Company, having made specific enquiry of all Directors, confirms that all Directors have complied with the Insider Trading Policy and the Model Code throughout the six months ended June 30, 2015. The senior management of the Company as well as all officers, directors, and employees of the Company and its subsidiaries are also required to comply with the provisions of the Insider Trading Policy.

 

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THE BOARD

 

The Board has a duty to the Company’s shareholders to direct and oversee the affairs of the Company in order to maximize shareholder value. The Board, acting by itself and through its various committees, actively participates in and is responsible for the determination of the overall strategy of the Company, the establishment and monitoring of the achievement of corporate goals and objectives, the oversight of the Company’s financial performance and the preparation of the accounts, the establishment of corporate governance practices and policies, and the review of the Company’s system of internal controls. The management of the Company is responsible for the implementation of the overall strategy of the Company and its daily operations and administration. The Board has access to the senior management of the Company to discuss enquiries on management information.

 

The Board consists of ten Directors and one alternate Director as at the date of this announcement. Directors may be elected to hold office until the expiration of their respective term upon a resolution passed at a duly convened shareholders’ meeting by holders of a majority of the Company’s issued shares being entitled to vote in person or by proxy at such meeting. The Board is divided into three classes with one class of Directors eligible for re-election at each annual general meeting of the Company. Each class of Directors (including all non-executive Directors) serves a term of three years.

 

·                  The Class I Directors are Dr. Zhou Zixue, Dr. Tzu-Yin Chiu, Dr. Gao Yonggang and Mr. William Tudor Brown. All Class I Directors (except Dr. Zhou) were re-elected for a term of three years at the 2014 AGM to hold office until the 2017 AGM. Dr. Zhou, whose initial appointment as a Director took effect from March 6, 2015, retired from office and was re-elected as a Class I Director at the 2015 AGM pursuant to Article 126 of the Company’s Articles of Association to hold office until the 2017 AGM.

 

·                  The Class II Directors are Dr. Chen Shanzhi, Mr. Lip-Bu Tan and Ms. Carmen I-Hua Chang. All Class II Directors were re-elected for a term of three years at the 2015 AGM to hold office until the 2018 AGM.

 

·                  The Class III Directors are Mr. Zhou Jie, Mr. Sean Maloney and Mr Ren Kai. Mr. Zhou was re-elected for a term of three years at the 2013 AGM to hold office until the 2016 AGM. Mr. Maloney, whose initial appointment as a Director took effect on June 15, 2013, retired from office and was re-elected as a Class III Director at the 2014 AGM pursuant to Article 126 of the Company’s Articles of Association to hold office until the 2016 AGM. Mr. Ren, whose initial appointment as a Director took effect from August 11, 2015, shall retire from office at the 2016 AGM pursuant to Article 126 of the Company’s Articles of Association. Mr. Ren will, being eligible, offer himself for re-election as a Class III Director at the 2016 AGM.

 

As of the date of this announcement, the roles of Chairman and Chief Executive Officer are segregated and such roles are performed by Dr. Zhou Zixue and Dr. Tzu-Yin Chiu, respectively.

 

The following table sets forth the names, classes and categories of the Directors as at the date of this announcement:

 

Name of Director

 

Category of Director

 

Class of Director

Zhou Zixue

 

Chairman and Executive Director

 

Class I

Tzu-Yin Chiu

 

Chief Executive Officer and Executive Director

 

Class I

Gao Yonggang

 

Chief Financial Officer and Executive Director

 

Class I

William Tudor Brown

 

Independent Non-executive Director

 

Class I

Chen Shanzhi

 

Non-executive Director

 

Class II

Lip-Bu Tan

 

Independent Non-executive Director

 

Class II

Carmen I-Hua Chang

 

Independent Non-executive Director

 

Class II

Sean Maloney

 

Independent Non-executive Director

 

Class III

Zhou Jie

 

Non-executive Director

 

Class III

Ren Kai

 

Non-executive Director

 

Class III

Li Yonghua

 

Alternate Director to Chen Shanzhi

 

 

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On an annual basis, each independent non-executive Director confirms his independence to the Company, and the Company considers these Directors to be independent as such term is defined in the Hong Kong Stock Exchange Listing Rules. There are no relationships among members of the Board, including between the Chairman of the Board and the Chief Executive Officer.

 

The Board meets at least four times a year at approximately quarterly intervals and on such other occasions as may be required to discuss and vote upon significant issues affecting the Company. The schedule of Board meetings for a given year is planned in the preceding year. The Company Secretary assists the Chairman in preparing the agenda for the Board meetings and also assists the Board in complying with applicable laws, rules and regulations. The relevant papers for the Board meetings are dispatched to Board members in accordance with the CG Code.  Directors may include matters for discussion in the agenda if the need arises. Upon the conclusion of the Board meeting, minutes are circulated to all Directors for their review and comments prior to their approval of the minutes at the following or subsequent Board meeting. Transactions in which any Directors are considered to have a conflict of interest which the Board has determined to be material are dealt with by physical Board meetings rather than written resolutions and the interested Directors are not counted in the quorum of such Board meetings and abstain from voting on the relevant matters.

 

All Directors have access to the Company Secretary, who is responsible for assisting the Board in complying with applicable procedures regarding compliance matters. Every Board member is entitled to have access to documents tabled at the Board meeting or filed into the Company’s minutes book. Furthermore, the Board has established the procedures pursuant to which a Director, upon reasonable request, may seek independent professional advice at the Company’s expense in order for such Director to discharge his/her duties. The Company Secretary continuously updates all Directors on the latest development of the Hong Kong Stock Exchange Listing Rules and other applicable regulatory requirements to ensure the Company’s compliance with and maintenance of good corporate governance practices. Each new Director is provided with training with respect to his/her responsibilities under the Hong Kong Stock Exchange Listing Rules and other regulatory requirements and the Company’s corporate governance policies and practices.

 

CHANGES IN DIRECTORATE AND UPDATE OF DIRECTORS’ INFORMATION

 

Changes in the members of the Board

 

As previously disclosed by the Company, there were the following changes in the members of the Board during the period from the date of the Company’s 2014 Annual Report and the date of this announcement:

 

·                  Mr. Zhang Wenyi resigned as a Class I executive Director, Chairman of the Board and chairman of the Nomination Committee with effect from March 6, 2015;

 

·                  Dr. Zhou Zixue was appointed as a Class I executive Director, Chairman of the Board and chairman of the Nomination Committee with effect from March 6, 2015;

 

·                  Mr. Frank Meng retired as a Class II independent non-executive Director upon the conclusion of the 2015 AGM held on June 26, 2015 and thus ceased to be a member of each of the Audit Committee and the Nomination Committee; and

 

·                  Mr. Ren Kai was appointed as a Class III non-executive Director and a member of the Strategic Advisory Committee with effect from August 11, 2015.

 

Changes in, and updates to, previously disclosed information relating to the Directors

 

As required under Rules 13.51B and 13.51(2) of the Hong Kong Stock Exchange Listing Rules, certain changes in, and updates to, the information previously disclosed regarding the Directors during their respective term of office are set out below:

 

·                  Mr. William Tudor Brown, an independent non-executive Director, was appointed as a member of the Audit Committee with effect from August 7, 2015; and

 

·                  Ms. Carmen I-Hua Chang, an independent non-executive Director, was appointed as a member of the Nomination Committee with effect from August 7, 2015.

 

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WAIVER FROM COMPLIANCE WITH THE HONG KONG STOCK EXCHANGE LISTING RULES

 

Save as disclosed in the prospectus of the Company dated March 8, 2004, the Company has not received any waivers from compliance with the Hong Kong Stock Exchange Listing Rules which are still in effect.

 

REVIEW BY AUDIT COMMITTEE

 

The Audit Committee has reviewed with the management of the Company the accounting principles and practices accepted by the Company and the interim financial statements of the Company for the six months ended June 30, 2015.

 

INTERIM REPORT

 

The Company’s Interim Report for the six months ended June 30, 2015 containing financial statements and notes to the accounts will be published on the website of the SEHK (http://www.hkex.com.hk) as well as the website of the Company (http://www.smics.com) in due course.

 

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

This announcement contains, in addition to historical information, “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on SMIC’s current assumptions, expectations and projections about future events. SMIC uses words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward looking statements, although not all forward- looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of SMIC’s senior management and involve significant risks, both known and unknown, uncertainties and other factors that may cause SMIC’s actual performance, financial condition or results of operations to be materially different from those suggested by the forward- looking statements including, among others, risks associated with cyclicality and market conditions in the semiconductor industry, intense competition, timely wafer acceptance by SMIC’s customers, timely introduction of new technologies, SMIC’s ability to ramp new products into volume, supply and demand for semiconductor foundry services, industry overcapacity, shortages in equipment, components and raw materials, availability of manufacturing capacity, financial stability in end markets and intensive intellectual property litigation in high tech industry.

 

In addition to the information contained in this announcement, you should also consider the information contained in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), including our annual report on Form 20-F filed with the SEC on April 28, 2015, especially in the “Risk Factors” section and such other documents that we may file with the SEC or SEHK from time to time, including on Form 6-K. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this announcement may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated or, if no date is stated, as of the date of this announcement.

 

Except as required by law, SMIC undertakes no obligation and does not intend to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

 

Semiconductor Manufacturing International Corporation Gareth Kung

 

Company Secretary

 

Shanghai, August 28, 2015

 

As at the date of this announcement, the directors of the Company are:

 

Executive Directors

Zhou Zixue (Chairman)

Tzu-Yin Chiu (Chief Executive Officer)

Gao Yonggang (Chief Financial Officer)

 

Non-executive Directors

Chen Shanzhi (Li Yonghua as his Alternate)

Zhou Jie

Ren Kai

 

Independent Non-executive Directors

William Tudor Brown

Sean Maloney

Lip-Bu Tan

Carmen I-Hua Chang

 


*                   For identification purposes only

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Semiconductor Manufacturing International Corporation

 

 

 

Date: September 10, 2015

By:

/s/ Dr. Tzu-Yin Chiu

 

 

Name:

Dr. Tzu-Yin Chiu

 

 

Title:

Chief Executive Officer, Executive Director

 

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