SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
SEMICONDUCTOR
MANUFACTURING INTERNATIONAL CORPORATION
(Name of Issuer)
Common Shares, Par Value US$0.0004 Per Share
(Title of Class of Securities)
(CUSIP Number)
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| Zheng Jinliang
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Steven Liu |
| Legal Counsel
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DLA Piper UK LLP Beijing Office |
| Datang Telecom Technology
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20th Floor, South Tower |
| & Industry Holdings Co., Ltd.
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Beijing Kerry Center |
| No. 40 Xueyuan Road,
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1 Guanghua Road, Chaoyang District |
| Beijing 100083, China
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Beijing 100020, China |
| +86 10 62301914
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+86 10 6561 1788 ext 889 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS
Datang Telecom Technology & Industry Holdings Co., Ltd. / No IRS Identification Number |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not Applicable |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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People’s Republic of China
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SOLE VOTING POWER |
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| NUMBER OF |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,699,094,300 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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| WITH |
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SHARED DISPOSITIVE POWER |
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3,699,094,300 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,699,094,300 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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16.6%1 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
1 Calculated
using the number of outstanding shares of Common Stock 18,619,884,481
as of September 30, 2008 reported in the Issuer’s most recent Form 6-K filed with the U.S. Securities and Exchange Commission on October 31, 2008.
2
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NAMES OF REPORTING PERSONS
Datang Holdings (Hongkong) Investment Company Limited / No IRS Identification Number |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC, BK |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Hong Kong
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SOLE VOTING POWER |
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| NUMBER OF |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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3,699,094,300 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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| WITH |
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SHARED DISPOSITIVE POWER |
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3,699,094,300 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,699,094,300 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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16.6%2 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
2 Calculated
using the number of outstanding shares of Common Stock 18,619,884,481
as of September 30, 2008 reported in the Issuer’s most recent Form 6-K filed with the U.S. Securities and Exchange Commission on October 31, 2008.
3
This Amendment No. 1 amends the Statement on Schedule 13D filed on November 17, 2008 by Datang
Telecom Technology & Industry Holdings Co., Ltd. (“Datang”) under the name of Datang Telecom
Technology & Industry Holdings Limited with the United States Securities and Exchange Commission
(“SEC”) (the “Schedule 13D”). This Amendment No. 1 is being filed to reflect the following changes
to the information contained in the Schedule 13D:
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to be consistent with relevant announcements and filings made by Datang and Semiconductor
Manufacturing International Corporation (the “Issuer”) with the Stock Exchange of Hong Kong
Limited, Datang has decided to use Datang Telecom Technology & Industry Holdings Co., Ltd. as
the company name in all the filings which it has made or may subsequently make with the SEC
(“Name Modification”). The Name Modification is purely due to translation inconsistencies of
its corporate name from Chinese into English and is not intended to have any effect of
changing the identity of the reporting person; |
| (ii) |
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pursuant to the SPA (as defined and referred to in the Schedule 13D), on December 3, 2008,
Datang incorporated a wholly-owned subsidiary under the laws of Hong Kong (the “HKCo”), the
party that directly acquired the New Common Shares (as defined in the Schedule 13D) on
December 24, 2008; and |
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pursuant to the SPA (as defined and referred to in the Schedule 13D), Datang and the Issuer
entered into a strategic cooperation agreement dated December 24, 2008 (the “Strategic
Cooperation Agreement”) whereby a strategic relationship was established between Datang and
the Issuer to conduct TD-SCDMA related businesses. |
The Schedule 13D is hereby amended as follows:
Item 2. Identity and Issuer
(a) — (c); (f) This Statement is being filed by (i) Datang, a corporation
organized under the laws of the People’s Republic of China and (ii) HKCo, a
corporation organized under the laws of Hong Kong. Datang and HKCo are
hereinafter sometimes referred to, collectively as the “Reporting Persons” and
individually as “Reporting Person”. Datang’s registered office is located at
No. 40 Xueyuan Road, 100083, Beijing, People’s Republic of China. The
principal activity of Datang is technology development and innovation in mobile
telecommunication and chip design. HKCo’s registered office is located at 40th
Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong. The principal
activity of HKCo is investment holdings.
The following Schedule A lists the executive officers and directors of Datang
and contains the following information with respect to each person: (i) name;
(ii) business address; (iii) present principal occupation or employment and the
name, principal business and address of any corporation or other organization
in which such employment is conducted; and (iv) citizenship:
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Schedule A
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Present Principal Occupation |
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| Name |
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Citizenship |
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or Employment |
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Business Address |
Zhen Caiji
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Chinese
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Chairman & President—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
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Yang Yigang
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Chinese
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Senior Vice President—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
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Pan Haishen
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Chinese
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Senior Vice President—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
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Huang Zhiqin
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Chinese
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Senior Vice President—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
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Gao Yonggang
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Chinese
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Director & Senior Vice
President—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
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Chen Shanzhi
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Chinese
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Vice President—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
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Shan Ning
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Chinese
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Vice President—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
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Ji Zhuocai
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Chinese
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Director—State Development
and Investment Corp.
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Building A,
International
Investment Plaza,
No. 6-6, Fu
Chengmen Bei
Street, Xicheng
District, Beijing,
100037, China |
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Lu Ruizhong
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Chinese
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Director—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
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Yu Rui
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Chinese
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Director—Datang
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No. 40 Xueyuan
Road, 100083,
Beijing, China |
(d) — (e) During the past five years, neither Datang nor, to the best of Datang’s
knowledge, any person named in Schedule A above, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
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The
following Schedule B lists the executive officers and directors of HKCo and
contains the following information with respect to each person: (i) name; (ii)
business address; (iii) present principal occupation or employment and the
name, principal business and address of any corporation or other organization
in which such employment is conducted; and (iv) citizenship:
Schedule B
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Name
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Citizenship
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Present Principal
Occupation or
Employment
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Business Address |
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Zhen Caiji
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Chinese
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Director—HKCo
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No.40 Xueyuan Road,
100083, Beijing,
China |
(d) — (e) During the past five years, neither HKCo nor, to the best of
HKCo’s knowledge, any person named in Schedule B above, has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 4. Purpose of Transaction
The information set forth in Item 4 of the Schedule 13D is hereby incorporated
by reference in its entirety into this Item 4 of this Amendment No. 1.
(i) Strategic Cooperation Agreement:
As stated under Item 4 of the Schedule 13D, the Issuer and Datang have agreed
under the SPA to use commercially reasonable efforts to enter into a Strategic
Cooperation Agreement, leveraging Datang’s technologies and resources in
wireless communications, in particular, its leadership in TD-SCDMA 3G
development and the Issuer’s competitive advantages in the semiconductor
foundry industry, at or prior to the closing date.
Datang and the Issuer entered into the Strategic Cooperation Agreement dated
December 24, 2008, whereby the parties agreed to establish a strategic
relationship to conduct TD-SCDMA related businesses.
(ii) Closing Date:
As stated under Item 4 of the Schedule 13D, the issuance of the New Common
Shares pursuant to SPA is conditioned upon, inter alia, obtaining customary
governmental and regulatory approvals, the granting of approval of the listing
of, and permission to deal in, the New Common Shares by the Stock Exchange of
Hong Kong Limited, the entering into of the Strategic Cooperation Agreement and
the delivery of certain closing documentation.
The closing occurred on December 24, 2008 pursuant to the SPA, whereby the
Issuer issued
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and sold to the HKCo, and Datang through the HKCo purchased from
the Issuer the New Common Shares.
Item 5. Interest in Securities of the Issuer
(a) — (b) Datang may be deemed to have (i) beneficial ownership and (ii)
beneficial ownership with shared voting and dispositive power over
3,699,094,300 shares of Common Stock, representing 16.6% of the outstanding
Common Stock. Datang may be deemed to be the beneficial owner of the shares of
Common Stock of the Issuer because HKCo, which is the record owner of the
Common Stock, is Datang’s wholly-owned subsidiary.
HKCo may be deemed to have (i) beneficial ownership and (ii) beneficial
ownership with shared voting and dispositive power over 3,699,094,300 shares of
Common Stock, representing 16.6% of the outstanding Common Stock. HKCo may be
deemed to be the beneficial owner of the shares of Common Stock of the Issuer
because HKCo is the record owner of the Common Stock.
The foregoing percentage is calculated using the number of outstanding shares
of Common Stock as of September 30, 2008 reported in the Issuer’s Form 6-K
filed with the U.S. Securities and Exchange Commission on October 31, 2008.
To the best of the Reporting Persons’ knowledge, there are no shares of Common
Stock which are beneficially owned by other Reporting Persons.
(c) To the best of the Reporting Persons’ knowledge, there have been no
transactions effected with respect to any Common Stock during the past 60 days
by any of the persons named in response to Item 2.
(d) To the best of the Reporting Persons’ knowledge, no person (other than the
Reporting Persons) has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The information set forth, or incorporated by reference, in Item 4 hereof is
hereby incorporated by this reference in its entirety in this Item 6.
Other than as described in this Statement, to the best of the Reporting
Persons’ knowledge, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
issuer, including but not limited to transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies or a pledge or contingency the occurrence of which would
give another person voting power or investment power over the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits
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| Exh. No. |
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Document |
A*
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Share Purchase Agreement, dated November 6,
2008, by and between Semiconductor
Manufacturing International Corporation and
Datang Telecom Technology & Industry Holdings
Co., Ltd. with respect to the acquisition of
3,699,094,300 shares of Common Stock. |
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B
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Strategic Cooperation Agreement, dated
December 24, 2008, by and between
Semiconductor Manufacturing International
Corporation and Datang Telecom Technology &
Industry Holdings Co., Ltd. in connection with
the SPA (incorporated by reference to
Semiconductor Manufacturing International
Corporation’s Form 6-K filed on January 5,
2009). |
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Previously incorporated by reference to Semiconductor Manufacturing International Corporation’s Form 6-K filed on November 17, 2008. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in the Statement is true, complete and correct.
DATED:
January 5, 2009
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Datang Telecom Technology &
Industry Holdings Co., Ltd.
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By: |
/s/ Gao Yonggang
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Name: |
Gao Yonggang |
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Title: |
Director & Senior Vice President |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in the Statement is true, complete and correct.
DATED:
January 5, 2009
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Datang Holdings (Hongkong)
Investment Company Limited
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By: |
/s/ Zhen Caiji
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Name: |
Zhen Caiji |
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Title: |
Director |
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