UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.  4 )*

 

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 24, 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   3,342,350,5841
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   Ø
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,342,350,5841
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,342,350,5841
     
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)
   
  9.2%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, as reported in Amendment No.3 to the Original 13D filed on April 14, 2015, excluding 845,620,000 Ordinary Shares disposed by Country Hill on the open market from December 12, 2014 to April 23, 2015.

 

2 This calculation is rounded to the nearest tenth and is based on 35,975,840,241 ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”) of the Issuer outstanding as of April 17, 2015, as reported on the Next Day Disclosure Return of the Issuer dated April 17, 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   3,342,350,5843
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   Ø
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,342,350,5843
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,342,350,5843
     
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)
   
  9.2%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, as reported in Amendment No.3 to the Original 13D filed on April 14, 2015, excluding 845,620,000 Ordinary Shares disposed by Country Hill on the open market from December 12, 2014 to April 23, 2015.

 

4 This calculation is rounded to the nearest tenth and is based on 35,975,840,241 ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”) of the Issuer outstanding as of April 17, 2015, as reported on the Next Day Disclosure Return of the Issuer dated April 17, 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   3,342,350,5845
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   Ø
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,342,350,5845
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,342,350,5845
     
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)
   
  9.2%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, as reported in Amendment No.3 to the Original 13D filed on April 14, 2015, excluding 845,620,000 Ordinary Shares sold by Country Hill on the open market from December 12, 2014 to April 23, 2015.

 

6 This calculation is rounded to the nearest tenth and is based on 35,975,840,241 ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”) of the Issuer outstanding as of April 17, 2015, as reported on the Next Day Disclosure Return of the Issuer dated April 17, 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.4 (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, Amendment No 2 to the Original 13D filed on May 29, 2014 and Amendment No 3 to the Original 13D filed on April 14, 2015. 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 4. Purpose of Transaction

 

Item 4 is hereby supplemented as follows:

 

From April 13, 2015 to April 23, 2015, Country Hill disposed of 470,027,000 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, 3,342,350,584 Ordinary Shares as of April 27, 2015, representing 9.2% 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, 3,342,350,584 Ordinary Shares as of April 27, 2015, representing 9.2% 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, 3,342,350,584 Ordinary Shares as of April 27, 2015, representing 9.2% 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 35,975,840,241 Ordinary Shares of the Issuer outstanding as of April 17, 2015, as reported on the Next Day Disclosure Return of the Issuer dated April 17, 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 since the filing of Amendment No.3 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 13, 2015 April 15, 2015 Country Hill Limited 100,000,000 HKD 0.9204 Open market
April 14, 2015 April 16, 2015 Country Hill Limited 59,901,000 HKD 0.8887 Open market
April 15, 2015 April 17, 2015 Country Hill Limited 53,755,000 HKD 0.8708 Open market
April 16, 2015 April 20, 2015 Country Hill Limited 37,356,000 HKD 0.8467 Open market
April 17, 2015 April 21, 2015 Country Hill Limited 32,736,000 HKD 0.8235 Open market
April 20, 2015 April 22, 2015 Country Hill Limited 21,108,000 HKD 0.8122 Open market
April 21, 2015 April 23, 2015 Country Hill Limited 49,573,000 HKD 0.8167 Open market
April 22, 2015 April 24, 2015 Country Hill Limited 58,811,000 HKD 0.8574 Open market
April 23, 2015 April 27, 2015 Country Hill Limited 56,787,000 HKD 0.8583 Open market

 

(d) Not applicable.

 

(e) Not applicable.

 

 
 

 

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 (incorporated by reference to Exhibit 2 to the Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on May 29, 2014)

 

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 (incorporated by reference to Exhibit 4 to the Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on April 14, 2015)

 

 
 

 

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 27, 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 27, 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 27, 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

Ju Weimin

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