[SCHEDULE 13D/A (Amendment No. 12)* SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION (Name of Issuer) Common Shares, par value US$0.0004 Per Share (Title of Class of Securities) 81663 N206 (CUSIP Number) Zheng Jinliang Legal Counsel Datang Telecom Technology & Industry Holdings Co., Ltd. No. 40 Xueyuan Road Beijing 100191, China Telephone: +86 10 62301914 With a copy to: Shuang Zhao, Esq.]
[SCHEDULE 13D/A (Amendment No. 12)* SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION (Name of Issuer) Common Shares, par value US$0.0004 Per Share (Title of Class of Securities) 81663 N206 (CUSIP Number) Zheng Jinliang Legal Counsel Datang Telecom Technology & Industry Holdings Co., Ltd. No. 40 Xueyuan Road Beijing 100191, China Telephone: +86 10 62301914 With a copy to: Shuang Zhao, Esq.]
[CONTENTS 3 Additional Information 4 Corporate Information 5 Financial Highlights 7 Letter to Shareholders 9 Business Review 13 Managements Discussion and Analysis of Financial Condition and Results of Operation 27 Directors and Senior Management 36 77 Corporate Governance Report 96 Social Responsibility 100 Independent Auditors Report 102 Consolidated Statement of Profit or Loss and Other Comprehensive Income 103 Consolidated Statement]
[CONTENTS 3 Additional Information 4 Corporate Information 5 Financial Highlights 7 Letter to Shareholders 9 Business Review 13 Managements Discussion and Analysis of Financial Condition and Results of Operation 27 Directors and Senior Management 36 77 Corporate Governance Report 96 Social Responsibility 100 Independent Auditors Report 102 Consolidated Statement of Profit or Loss and Other Comprehensive Income 103 Consolidated Statement]
[CONTENTS 3 Additional Information 4 Corporate Information 5 Financial Highlights 7 Letter to Shareholders 9 Business Review 13 Managements Discussion and Analysis of Financial Condition and Results of Operation 27 Directors and Senior Management 36 77 Corporate Governance Report 96 Social Responsibility 100 Independent Auditors Report 102 Consolidated Statement of Profit or Loss and Other Comprehensive Income 103 Consolidated Statement]
[SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION (Incorporated in the Cayman Islands with limited liability) (STOCK CODE: 0981) SMIC REPORTS UNAUDITED RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2015 · Revenue was $ 509.8 million in 1 Q1 5 ,]
[SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION (Incorporated in the Cayman Islands with limited liability) (STOCK CODE: 0981) SMIC REPORTS UNAUDITED RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2015 · Revenue was $ 509.8 million in 1 Q1 5 ,]
[FORM 20-F o OR x OR o OR o Semiconductor Manufacturing International Corporation Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) 18 Zhangjiang Road, Pudong New Area, Shanghai, China 201203 Mr. Gao Yonggang, Chief Financial Officer Telephone: (8621) 3861-0000 Facsimile: (8621) 3895-3568 18 Zhangjiang Road, Pudong New Area, Shanghai, China 201203 (Name, Telephone, E-mail and/or Facsimile number and Address] [4 . 12 Dated 4 June 2014 SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and DEUTSCHE BANK AG, HONG KONG BRANCH and J.P. MORGAN SECURITIES PLC SUBSCRIPTION AGREEMENT relating to US$95,000,000 Zero Coupon Convertible Bonds due 2018 convertible into ordinary shares of Semiconductor Manufacturing International Corporation (to be consolidated and form a single series with the US$200,000,000 Zero Coupon Convertible Bonds due 2018] [4 . 13 Dated 25 September 2014 SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and DEUTSCHE BANK AG, SINGAPORE BRANCH and J.P. MORGAN SECURITIES PLC SUBSCRIPTION AGREEMENT relating to US$500,000,000 4.125 per cent. Bonds due 2019 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888 Facsimile (852) 2810 8133/2810 1695 Ref: L-229156 Table of Contents Clause Heading Page 1 Issue] [4 . 14 Dated 4 June 2014 (1) SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and (2) DATANG HOLDINGS (HONGKONG) INVESTMENT COMPANY LIMITED and (3) DEUTSCHE BANK AG, HONG KONG BRANCH and (4) J.P. MORGAN SECURITIES (ASIA PACIFIC) LIMITED PLACING AND SUBSCRIPTION AGREEMENT relating to Shares in the share capital of 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888] [5 SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement (the 12 February 2015 Company , by and among Semiconductor Manufacturing International Corporation, a company established under the laws of Cayman Islands (the China Integrated Circuit Industry Investment Fund Co., Ltd. ( 国家集成电路产业投资基金股份有限公司 ), a company established under the laws of the Peoples Republic of China Buyer (the WHEREAS] [6 SERVICE CONTRACT Dear [Name of Director], Appointment of Director Director Board Company We hereby write to confirm the terms of your service contract as a director ( 1. You shall, subject as hereinafter provided, be appointed as a Class [*] Director. 2. Subject to paragraphs 3 and 6 below, your appointment shall be for a term commencing on [date] [7 SERVICE CONTRACT Dear [Name of Director], Appointment of Director Director Board Company We hereby write to confirm the terms of your service contract as a director ( 1. You shall, subject as hereinafter provided, be appointed as a Class [*] Director. 2. Subject to paragraphs 3 and 6 below, your appointment shall be for a term commencing on [date]] [8 .1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation Names Under Which Subsidiary Does Business Semiconductor Manufacturing International (Shanghai) Corporation PRC Semiconductor Manufacturing International (Shanghai) Corporation Semiconductor Manufacturing International (Beijing) Corporation PRC Semiconductor Manufacturing International (Beijing) Corporation Semiconductor Manufacturing International (Tianjin) Corporation PRC Semiconductor Manufacturing International (Tianjin) Corporation Semiconductor Manufacturing North China (Beijing) Corporation PRC Semiconductor Manufacturing North] [CERTIFICATIONS I, Tzu-Yin Chiu, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Gao Yonggang, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [28 , 201 5 Dr. Gao Yonggang Dr. Gao Yonggang EX-13.1 11 a15-9715_1ex13d1.htm EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S 8 (Nos. 333-193189, 333-170770 and 333-113797) of Semiconductor Manufacturing International Corporation of our report dated April 28, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20] [2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-193189, 333-170770 and 333-113797 on Form S-8 of our reports dated March 12 , 201 4 , relating to the financial statements and financial statement schedule of Semiconductor Manufacturing International Corporation, appearing in this Annual Report on Form 20-F of Semiconductor] [6 .1 Deloitte Touche Tohmatsu Consent Letter on change of auditors April 28, 2015 Dear Sirs/Madams: We have read Item 16F of Semiconductor Manufacturing International Corporation's Form 20-F dated April 28 , 2015, and have the following comments: 1. We agree with the statements made in paragraph 1 to 4 of Item 16F for which we have a basis on]
[FORM 20-F o OR x OR o OR o Semiconductor Manufacturing International Corporation Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) 18 Zhangjiang Road, Pudong New Area, Shanghai, China 201203 Mr. Gao Yonggang, Chief Financial Officer Telephone: (8621) 3861-0000 Facsimile: (8621) 3895-3568 18 Zhangjiang Road, Pudong New Area, Shanghai, China 201203 (Name, Telephone, E-mail and/or Facsimile number and Address] [4 . 12 Dated 4 June 2014 SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and DEUTSCHE BANK AG, HONG KONG BRANCH and J.P. MORGAN SECURITIES PLC SUBSCRIPTION AGREEMENT relating to US$95,000,000 Zero Coupon Convertible Bonds due 2018 convertible into ordinary shares of Semiconductor Manufacturing International Corporation (to be consolidated and form a single series with the US$200,000,000 Zero Coupon Convertible Bonds due 2018] [4 . 13 Dated 25 September 2014 SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and DEUTSCHE BANK AG, SINGAPORE BRANCH and J.P. MORGAN SECURITIES PLC SUBSCRIPTION AGREEMENT relating to US$500,000,000 4.125 per cent. Bonds due 2019 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888 Facsimile (852) 2810 8133/2810 1695 Ref: L-229156 Table of Contents Clause Heading Page 1 Issue] [4 . 14 Dated 4 June 2014 (1) SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and (2) DATANG HOLDINGS (HONGKONG) INVESTMENT COMPANY LIMITED and (3) DEUTSCHE BANK AG, HONG KONG BRANCH and (4) J.P. MORGAN SECURITIES (ASIA PACIFIC) LIMITED PLACING AND SUBSCRIPTION AGREEMENT relating to Shares in the share capital of 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888] [5 SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement (the 12 February 2015 Company , by and among Semiconductor Manufacturing International Corporation, a company established under the laws of Cayman Islands (the China Integrated Circuit Industry Investment Fund Co., Ltd. ( 国家集成电路产业投资基金股份有限公司 ), a company established under the laws of the Peoples Republic of China Buyer (the WHEREAS] [6 SERVICE CONTRACT Dear [Name of Director], Appointment of Director Director Board Company We hereby write to confirm the terms of your service contract as a director ( 1. You shall, subject as hereinafter provided, be appointed as a Class [*] Director. 2. Subject to paragraphs 3 and 6 below, your appointment shall be for a term commencing on [date] [7 SERVICE CONTRACT Dear [Name of Director], Appointment of Director Director Board Company We hereby write to confirm the terms of your service contract as a director ( 1. You shall, subject as hereinafter provided, be appointed as a Class [*] Director. 2. Subject to paragraphs 3 and 6 below, your appointment shall be for a term commencing on [date]] [8 .1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation Names Under Which Subsidiary Does Business Semiconductor Manufacturing International (Shanghai) Corporation PRC Semiconductor Manufacturing International (Shanghai) Corporation Semiconductor Manufacturing International (Beijing) Corporation PRC Semiconductor Manufacturing International (Beijing) Corporation Semiconductor Manufacturing International (Tianjin) Corporation PRC Semiconductor Manufacturing International (Tianjin) Corporation Semiconductor Manufacturing North China (Beijing) Corporation PRC Semiconductor Manufacturing North] [CERTIFICATIONS I, Tzu-Yin Chiu, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Gao Yonggang, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [28 , 201 5 Dr. Gao Yonggang Dr. Gao Yonggang EX-13.1 11 a15-9715_1ex13d1.htm EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S 8 (Nos. 333-193189, 333-170770 and 333-113797) of Semiconductor Manufacturing International Corporation of our report dated April 28, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20] [2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-193189, 333-170770 and 333-113797 on Form S-8 of our reports dated March 12 , 201 4 , relating to the financial statements and financial statement schedule of Semiconductor Manufacturing International Corporation, appearing in this Annual Report on Form 20-F of Semiconductor] [6 .1 Deloitte Touche Tohmatsu Consent Letter on change of auditors April 28, 2015 Dear Sirs/Madams: We have read Item 16F of Semiconductor Manufacturing International Corporation's Form 20-F dated April 28 , 2015, and have the following comments: 1. We agree with the statements made in paragraph 1 to 4 of Item 16F for which we have a basis on]
