UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.  3 )*

 

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

(Name of Issuer)   Ordinary Shares, par value US$0.0004 Per Share

(Title of Class of Securities)   81663 N206

(CUSIP Number)

Bai Xiaoqing		Lance Chen
Managing Director		Baker & McKenzie
China Investment Corporation		Unit 1601, Jin Mao Tower
6/F, New Poly Plaza		88 Century Avenue, Pudong
No. 1, Chaoyangmen Beidajie		Shanghai 20012
Dongcheng District, Beijing 100010, P.R.China		People’s Republic of China
+ 86-10- 84096969		+86 21 6105 8510

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

April 13, 2015

(Date of Event Which Requires Filing of this Amendment)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Amendment, 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).

 

  CUSIP No. 81663 N206

1		NAMES OF REPORTING PERSONS China Investment Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)   o
		(b)   o
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		People’s Republic of China
			7		SOLE VOTING POWER
NUMBER OF					Ø
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					3,812,377,5841
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					Ø
WITH			10		SHARED DISPOSITIVE POWER
					3,812,377,5841
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		3,812,377,5841
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.5%2
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO

¹ Consist of : i) 3,605,890,530 Ordinary Shares (as defined below) issued upon the conversion of the 360,589,053 convertible preferred shares pursuant to the Share Subscription Agreement (as defined below), as reported in the Schedule 13D filed on June 13, 2011 (the “Original Schedule 13D”); ii) 313,437,589 Ordinary Shares issuable upon exercise of the conversion option pursuant to the Bond Subscription Agreement, as reported in Amendment No.2 to the Original 13D filed on May 29, 2014 and (iii) 268,642,465 Ordinary Shares issued on November 27, 2014 pursuant to the Country Hill Pre-emptive Share Subscription Agreement (as defined below) dated August 22, 2014, excluding 375,593,000 Ordinary Shares disposed by Country Hill on the open market from December 12, 2014 to April 10, 2015.

 

² This calculation is rounded to the nearest tenth and is based on 35,929,902,252 ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”) of the Issuer outstanding as of March 31, 2015, as reported on the Monthly Return of the Issuer dated April 9, 2015 published on the Hong Kong Stock Exchange, plus 313,437,589 shares issuable upon exercise of the conversion option which are deemed to be outstanding for the purpose of computing the percentage of the class held by the Reporting Persons.

 

 CUSIP No. 81663 N206

1		NAMES OF REPORTING PERSONS Bridge Hill Investments Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)   o
		(b)   o
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
			7		SOLE VOTING POWER
NUMBER OF					Ø
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					3,812,377,5843
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					Ø
WITH			10		SHARED DISPOSITIVE POWER
					3,812,377,5843
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		3,812,377,5843
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.5%4
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO

 

³ Consist of : i) 3,605,890,530 Ordinary Shares (as defined below) issued upon the conversion of the 360,589,053 convertible preferred shares pursuant to the Share Subscription Agreement (as defined below), as reported in the Schedule 13D filed on June 13, 2011 (the “Original Schedule 13D”); ii) 313,437,589 Ordinary Shares issuable upon exercise of the conversion option pursuant to the Bond Subscription Agreement, as reported in Amendment No.2 to the Original 13D filed on May 29, 2014 and (iii) 268,642,465 Ordinary Shares issued on November 27, 2014 pursuant to the Country Hill Pre-emptive Share Subscription Agreement (as defined below) dated August 22, 2014, excluding 375,593,000 Ordinary Shares disposed by Country Hill on the open market from December 12, 2014 to April 10, 2015.

 

⁴ This calculation is rounded to the nearest tenth and is based on 35,929,902,252 ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”) of the Issuer outstanding as of March 31, 2015, as reported on the Monthly Return of the Issuer dated April 9, 2015 published on the Hong Kong Stock Exchange, plus 313,437,589 shares issuable upon exercise of the conversion option which are deemed to be outstanding for the purpose of computing the percentage of the class held by the Reporting Persons.

 

 CUSIP No. 81663 N206

1		NAMES OF REPORTING PERSONS Country Hill Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)   o
		(b)   o
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
		WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
		o
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
			7		SOLE VOTING POWER
NUMBER OF					Ø
SHARES			8		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					3,812,377,5845
EACH			9		SOLE DISPOSITIVE POWER
REPORTING
PERSON					Ø
WITH			10		SHARED DISPOSITIVE POWER
					3,812,377,5845
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		3,812,377,5845
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		10.5%6
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO

 

⁵ Consist of : i) 3,605,890,530 Ordinary Shares (as defined below) issued upon the conversion of the 360,589,053 convertible preferred shares pursuant to the Share Subscription Agreement (as defined below), as reported in the Schedule 13D filed on June 13, 2011 (the “Original Schedule 13D”); ii) 313,437,589 Ordinary Shares issuable upon exercise of the conversion option pursuant to the Bond Subscription Agreement, as reported in Amendment No.2 to the Original 13D filed on May 29, 2014 and (iii) 268,642,465 Ordinary Shares issued on November 27, 2014 pursuant to the Country Hill Pre-emptive Share Subscription Agreement (as defined below) dated August 22, 2014, excluding 375,593,000 Ordinary Shares sold by Country Hill on the open market from December 12, 2014 to April 10, 2015.

 

⁶ This calculation is rounded to the nearest tenth and is based on 35,929,902,252 ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”) of the Issuer outstanding as of March 31, 2015, as reported on the Monthly Return of the Issuer dated April 9, 2015 published on the Hong Kong Stock Exchange, plus 313,437,589 shares issuable upon exercise of the conversion option which are deemed to be outstanding for the purpose of computing the percentage of the class held by the Reporting Persons.

 

 

Item 1. Security and Issuer

 

This Amendment No.3 (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 13, 2011 (the "Original 13D") by the Reporting Persons with respect to the ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”), of Semiconductor Manufacturing International Corporation (“SMIC” or the “Issuer”), a company incorporated in the Cayman Islands, with its principal executive offices at 18 Zhangjiang Road, Pudong New Area, Shanghai 201203, People’s Republic of China, as previously amended by Amendment No. 1 to the Original 13D filed on June 6, 2012, and Amendment No 2 to the Original 13D filed on May 29, 2014 . Unless otherwise stated herein, the Original Schedule 13D, as amended, remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original Schedule 13D, as amended.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The subscription amount for the Subscription Shares (as defined below) pursuant to the Country Hill Pre-emptive Subscription Agreement (as defined below) was HK$161,185,479.00. The funds were provided by the working capital of Country Hill.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby supplemented as follows:

 

On June 4, 2014, the Issuer, Datang Holdings (Hongkong) Investment Company Limited and Deutsche Bank AG, Hong Kong Branch and J.P. Morgan Securities (Asia Pacific) Limited entered into a placing and subscription agreement in relation to the placing and subscription of 2,590,000,000 Ordinary Shares (the “Marketed Shares”).

 

Pursuant to the Share Subscription Agreement dated on April 18, 2011 between the Issuer and Country Hill, if the Issuer proposes to issue new Ordinary Shares or securities convertible into Ordinary Shares, Country Hill has a pre-emptive right to subscribe for a pro rata portion of such new securities issued equivalent to the percentage of the issued share capital of the Issuer then owned by Country Hill prior to the issue of such securities. In connection with the placing and subscription of the Marketed Shares, the Issuer notified Country Hill in writing on June 5, 2014 specifying the numbers and type of securities to be offered and the subscription price of the proposed offer. Country Hill delivered an irrevocable notice to the Issuer to exercise its pre-emptive right to subscribe for Subscription Shares on June 18, 2014.

 

On August 22, 2014, the Issuer and Country Hill entered into a share subscription agreement (the "Country Hill Pre-emptive Share Subscription Agreement"), pursuant to which the Issuer will issue, and Country Hill will subscribe for, 268,642,465 Ordinary Shares (the "Subscription Shares"). The subscription price was HK$0.60 per Ordinary Share. The issuance of, and subscription for, the Subscription Shares was conditioned upon the Listing Committee of the Stock Exchange granting listing of and permission to deal in the Subscription Shares, which occurred on October 24, 2014 and the Issuer obtaining approval of its shareholders, which was obtained on November 5, 2014. Furthering to the satisfaction of the above closing conditions, the closing for the subscription took place on November 27, 2014. The Country Hill Pre-emptive Share Subscription Agreement is described in and attached hereto as Exhibit 4.

 

From December 12, 2014 to April 10, 2015, Country Hill disposed of 375,593,000 Ordinary Shares on the open market.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended in its entirety as follows:

 

The information set forth in Item 4 is hereby incorporated by reference in its entirety into this Item 5.

 

(a) — (b) CIC, by virtue of being the parent of CIC International Co., Ltd. (“CIC International”), which is the parent of Bridge Hill, may be deemed to have (i) beneficial ownership and (ii) shared power with Bridge Hill and Country Hill to vote or direct the vote of, and shared power with Bridge Hill and Country Hill to dispose or direct disposition of, 3,812,377,584 Ordinary Shares as of April 14, 2015, representing 10.5% of the outstanding Ordinary Shares CIC, by virtue of being the parent of CIC International, which is the parent of Country Hill, may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer.

 

Bridge Hill may be deemed to have (i) beneficial ownership and (ii) shared power with CIC and Country Hill to vote or direct the vote of, and shared power with CIC and Country Hill to dispose or direct disposition of, 3,812,377,584 Ordinary Shares as of April 14, 2015, representing 10.5% of the outstanding Ordinary Shares. Bridge Hill may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer because Country Hill, the record owner of the Ordinary Shares, is Bridge Hill’s wholly-owned subsidiary.

 

Country Hill may be deemed to have (i) beneficial ownership and (ii) shared power with CIC and Bridge Hill to vote or direct the vote of, and shared power with CIC and Bridge Hill to dispose or direct disposition of, 3,812,377,584 Ordinary Shares as of April 14, 2015, representing 10.5% of the outstanding Ordinary Shares. Country Hill may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer because Country Hill is the record owner of the Ordinary Shares.

 

 

The foregoing percentage is based on 35,929,902,252 Ordinary Shares of the Issuer outstanding as of March 31, 2015, as reported on the Monthly Return of the Issuer dated April 9, 2015 published on the Hong Kong Stock Exchange, plus 313,437,589 shares issuable upon exercise of the conversion option which are deemed to be outstanding for the purpose of computing the percentage of the class held by the Reporting Persons.

 

(c) None of the Reporting Persons nor, to their best knowledge, any of the persons set forth on Schedule A below, has effected any transaction in the Ordinary Shares of the Issuer during the past sixty (60) days other than the transactions set forth below:

 

Date of  transaction	Date of settlement	Entity	Number of shares sold	Price per share	How the transaction was effected
April 8, 2015	April 10, 2015	Country Hill Limited	79,353,000	HKD0.88	Open market
April 9, 2015	April 13, 2015	Country Hill Limited	191,494,000	HKD0.9276	Open market
April 10, 2015	April 14, 2015	Country Hill Limited	86,856,000	HKD0.9417	Open market

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby supplemented as follows:

 

The information set forth, or incorporated by reference, in Items 4 and 5 of this Amendment and the Exhibits is hereby incorporated by reference in their entirety into this Item 6.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 1 Share Subscription Agreement, dated April 18, 2011, by and between Semiconductor Manufacturing International Corporation and Country Hill Limited (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons on June 13, 2011)

Exhibit 2 Country Hill Subscription Agreement dated December 18, 2013, by and between Semiconductor Manufacturing International Corporation and Country Hill Limited.

Exhibit 3 Agreement of Joint Filing, dated June 13, 2011, by and between China Investment Corporation, Bridge Hill Investments Limited and Country Hill Limited (incorporated by reference to Exhibit 3 to the Schedule 13D filed by the Reporting Persons on June 13, 2011)

Exhibit 4 Country Hill Subscription Agreement dated August 22, 2014, by and between Semiconductor Manufacturing International Corporation and Country Hill Limited.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Amendment is true, complete and correct.

 

DATED: April 14, 2015

 

		China Investment Corporation
		By:		/s/ Ding Xuedong
				Name:		Ding Xuedong
				Title:		Chairman and CEO

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Amendment is true, complete and correct.

 

DATED: April 14, 2015

 

		Bridge Hill Investments Limited
		By:		/s/ Li Keping
				Name:		Li Keping
				Title:		Director

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Amendment is true, complete and correct.

 

DATED: April 14, 2015

 

		Country Hill Limited
		By:		/s/ Li Keping
				Name:		Li Keping
				Title:		Director

 

 

Schedule A

 

 

Officers and Directors of China Investment Corporation

 

The following table sets forth the name, position with China Investment Corporation (“CIC”) and present principal occupation of each director and executive officer of CIC. Unless otherwise indicated below, the business address of each such person is New Poly Plaza, No.1 Chaoyangmen Beidajie, Dongcheng District, Beijing, 100010, People’s Republic of China, and each such person is a citizen of the People's Republic of China.

 

 

Name, Business Address and Position with CIC	Present Principal Occupation or Employment
Ding Xuedong Chairman and Chief Executive Officer	Chairman and Chief Executive Officer of CIC
Li Keping Vice Chairman, President and Chief Investment Officer	Vice Chairman, President and Chief Investment Officer of CIC
Zhang Xiaoqiang 38 South Yuetan Street, Xicheng District, Beijing, China Independent Director	Vice Chairman of the National Development and Reform Commission of the People’s Republic of China
Hu Zucai 38 South Yuetan Street, Xicheng District, Beijing, China Non-Executive Director	Vice Chairman of the National Development and Reform Commission of the People’s Republic of China
Wang Baoan 3 Sanlihe Nansanxiang, Xicheng District, Beijing, China Non-Executive Director	Vice Minister of Finance
Zhang Xiangchen No.2 Dong Chang'an Avenue, Dongcheng District, Beijing, China Non-Executive Director	Assistant Minister of the Ministry of Commerce of the People’s Republic of China
Hu Xiaolian 32 Chengfang Street, Xicheng District, Beijing, China Non-Executive Director	Non-Executive Director of CIC
Fang Shangpu Huarong Plaza, No. 18 Fucheng Road, Haidian District, Beijing, China Non-Executive Director	Deputy Administrator of the State Administration of Foreign Exchange (SAFE)
Li Xin Employee Director	Employee Director and Head of Human Resource Department of CIC
Guo Haoda Chairman of the Board of Supervisors	Chairman of the Board of Supervisors of CIC
Xie Ping Executive Vice President	Executive Vice President of CIC
Liang Xiang Executive Vice President and Secretary of Discipline Inspecting Commission	Executive Vice President and Secretary of Discipline Inspecting Commission of CIC
Xie Zhichun Executive Vice President	Executive Vice President of CIC
Liu Guiping Executive Vice President	Executive Vice President of CIC

 

 

  

Director of Bridge Hill Investments Limited

 

The following table sets forth the name, position with Bridge Hill and present principal occupation of the director of Bridge Hill. The business address of the director is INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands KY1-9005, and the director is a citizen of the People's Republic of China.

 

Name and Position	Present Principal Occupation or Employment
Li Keping   Director of Bridge Hill	Vice Chairman, President and Chief Investment Officer of CIC

  

 

Director of Country Hill Limited

 

The following table sets forth the name, position with Country Hill Limited and present principal occupation of the director of Country Hill Limited. The business address of the director is INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands KY1-9005, and the director is a citizen of the People's Republic of China.

 

Name and Position	Present Principal Occupation or Employment
Li Keping   Director of Country Hill	Vice Chairman, President and Chief Investment Officer of CIC