Details of the Company’s subsidiaries at the end of the reporting period are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of |
|
|
|
|
|
Place of |
|
|
|
|
|
|
|
Proportion of |
|
voting power |
|
|
||
|
|
|
establishment |
|
Class of |
|
Paid up |
|
ownership interest |
|
held by the |
|
|
||||
|
Name of company |
|
and operation |
|
shares held |
|
registered capital |
|
held by the Company |
|
Company |
|
Principal activities |
||||
|
Better Way Enterprises Limited (“Better Way”)# |
|
Samoa |
|
Ordinary |
|
USD |
|
1,000,000 |
|
Directly |
|
100 |
% |
100 |
% |
Provision of marketing related activities |
|
Semiconductor Manufacturing International (Shanghai) Corporation (“SMIS” or “SMIC Shanghai”)# |
|
People’s Republic of China -the “PRC” |
|
Ordinary |
|
USD |
|
1,740,000,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
Manufacturing and trading of semiconductor products |
|
SMIC, Americas |
|
United States of America |
|
Ordinary |
|
USD |
|
500,000 |
|
Directly |
|
100 |
% |
100 |
% |
Provision of marketing related activities |
|
Semiconductor Manufacturing International (Beijing) Corporation (“SMIB” or “SMIC Beijing”)# |
|
PRC |
|
Ordinary |
|
USD |
|
1,000,000,000 |
|
Directly |
|
100 |
% |
100 |
% |
Manufacturing and trading of semiconductor products |
|
SMIC Japan |
|
Japan |
|
Ordinary |
|
JPY |
|
10,000,000 |
|
Directly |
|
100 |
% |
100 |
% |
Provision of marketing related activities |
|
SMIC Europe S.R.L |
|
Italy |
|
Ordinary |
|
EUR |
|
100,000 |
|
Directly |
|
100 |
% |
100 |
% |
Provision of marketing related activities |
|
Semiconductor Manufacturing International (Solar Cell) Corporation |
|
Cayman Islands |
|
Ordinary |
|
USD |
|
11,000 |
|
Directly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC Commercial Shanghai Limited Company |
|
PRC |
|
Ordinary |
|
USD |
|
373,000,000 |
|
Directly |
|
100 |
% |
100 |
% |
Provision of marketing related activities |
|
Semiconductor Manufacturing International (Tianjin) Corporation (“SMIT” or “SMIC Tianjin”)# |
|
PRC |
|
Ordinary |
|
USD |
|
770,000,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
Manufacturing and trading of semiconductor products |
|
SMIC Development (Chengdu) Corporation (“SMICD”)# |
|
PRC |
|
Ordinary |
|
USD |
|
5,000,000 |
|
Directly |
|
100 |
% |
100 |
% |
Construction, operation, and management of SMICD’s living quarters, schools, and supermarket |
|
Semiconductor Manufacturing International (BVI) Corporation (“SMIC (BVI)”)# |
|
British Virgin Islands |
|
Ordinary |
|
USD |
|
10 |
|
Directly |
|
100 |
% |
100 |
% |
Provision of marketing related activities |
|
Admiral Investment Holdings Limited |
|
British Virgin Islands |
|
Ordinary |
|
USD |
|
10 |
|
Directly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC Shanghai (Cayman) Corporation |
|
Cayman Islands |
|
Ordinary |
|
USD |
|
50,000 |
|
Directly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC Beijing (Cayman) Corporation |
|
Cayman Islands |
|
Ordinary |
|
USD |
|
50,000 |
|
Directly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC Tianjin (Cayman) Corporation |
|
Cayman Islands |
|
Ordinary |
|
USD |
|
50,000 |
|
Directly |
|
100 |
% |
100 |
% |
Investment holding |
|
SilTech Semiconductor Corporation |
|
Cayman Islands |
|
Ordinary |
|
USD |
|
10,000 |
|
Directly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC Shenzhen (Cayman) Corporation |
|
Cayman Islands |
|
Ordinary |
|
USD |
|
50,000 |
|
Directly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC New Technology Research & Development (Shanghai) Corporation (formerly “SMIC Advanced Technology Research & Development (Shanghai) Corporation”) |
|
PRC |
|
Ordinary |
|
USD |
|
199,000,000 |
|
Indirectly |
|
94.874 |
% |
94.874 |
% |
Research and development activities |
|
SMIC Holdings Corporation |
|
PRC |
|
Ordinary |
|
USD |
|
50,000,000 |
|
Directly |
|
100 |
% |
100 |
% |
investment holding |
|
SJ Semiconductor Corporation |
|
Cayman Islands |
|
Ordinary and preferred |
|
USD |
|
5,668 |
|
Directly |
|
56.045 |
% |
56.045 |
% |
Investment holding |
|
SMIC Energy Technology (Shanghai) Corporation (“Energy Science”)# |
|
PRC |
|
Ordinary |
|
USD |
|
10,400,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
Manufacturing and trading of solar cell related semiconductor products |
|
Magnificent Tower Limited |
|
British Virgin Islands |
|
Ordinary |
|
USD |
|
50,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
investment holding |
|
SMIC Hong Kong International Company Limited |
|
Hong Kong |
|
Ordinary |
|
HKD |
|
1 |
|
Indirectly |
|
100 |
% |
100 |
% |
investment holding |
|
SMIC Beijing (HK) Company Limited |
|
Hong Kong |
|
Ordinary |
|
HKD |
|
1 |
|
Indirectly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC Tianjin (HK) Company Limited |
|
Hong Kong |
|
Ordinary |
|
HKD |
|
1 |
|
Indirectly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC Solar Cell (HK) Company Limited |
|
Hong Kong |
|
Ordinary |
|
HKD |
|
1 |
|
Indirectly |
|
100 |
% |
100 |
% |
Investment holding |
|
SMIC Shenzhen (HK) Company Limited |
|
Hong Kong |
|
Ordinary |
|
HKD |
|
1 |
|
Indirectly |
|
100 |
% |
100 |
% |
Investment holding |
|
SilTech Semiconductor (Hong Kong) Corporation Limited |
|
Hong Kong |
|
Ordinary |
|
HKD |
|
1,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
Investment holding |
|
Semiconductor Manufacturing International (Shenzhen) Corporation(“SMIZ” or “SMIC Shenzhen”)# |
|
PRC |
|
Ordinary |
|
USD |
|
127,000,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
Manufacturing and trading of semiconductor products |
|
SilTech Semiconductor (Shanghai) Corporation Limited (“SilTech Shanghai”)# |
|
PRC |
|
Ordinary |
|
USD |
|
12,000,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
Manufacturing and trading of semiconductor products |
|
Semiconductor Manufacturing North China (Beijing) Corporation (“SMNC”)# |
|
PRC |
|
Ordinary |
|
USD |
|
3,000,000,000 |
|
Directly and indirectly |
|
51 |
% |
51 |
% |
Manufacturing and trading of semiconductor products |
|
China IC Capital Co., Ltd |
|
PRC |
|
Ordinary |
|
RMB |
|
987,000,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
Investment holding |
|
Shanghai Hexin Investment Management Limited Partnership |
|
PRC |
|
Ordinary |
|
RMB |
|
50,000,000 |
|
Indirectly |
|
99 |
% |
99 |
% |
Investment holding |
|
SJ Semiconductor (HK) Limited |
|
Hong Kong |
|
Ordinary |
|
HKD |
|
1,000 |
|
Indirectly |
|
56.045 |
% |
56.045 |
% |
Investment holding |
|
SJ Semiconductor (Jiangyin) Corporation (“SJ Jiangyin”)# |
|
PRC |
|
Ordinary |
|
USD |
|
259,500,000 |
|
Indirectly |
|
56.045 |
% |
56.045 |
% |
Bumping and circuit probe testing activities |
|
LFoundry S.r.l. (“LFoundry”)# |
|
Italy |
|
Ordinary |
|
EUR |
|
2,000,000 |
|
Indirectly |
|
70 |
% |
70 |
% |
Manufacturing and trading of semiconductor products |
|
Ningbo Semiconductor International Corporation |
|
PRC |
|
Ordinary |
|
RMB |
|
255,000,000 |
|
Indirectly |
|
53.725 |
% |
53.725 |
% |
Manufacturing and trading of semiconductor products |
|
Semiconductor Manufacturing South China Corporation |
|
PRC |
|
Ordinary |
|
USD |
|
200,475,706 |
|
Indirectly |
|
100 |
% |
100 |
% |
Manufacturing and trading of semiconductor products |
|
SJ Semiconductor USA Co. |
|
United States of America |
|
Ordinary |
|
USD |
|
500,000 |
|
Indirectly |
|
56.045 |
% |
56.045 |
% |
Provision of marketing related activities |
|
SMIC (Sofia) EOOD |
|
Bulgaria |
|
Ordinary |
|
BGN |
|
1,800,000 |
|
Indirectly |
|
100 |
% |
100 |
% |
Designing activities |
|
SMIC Innovation Design Center (Ningbo) Co., Ltd. |
|
PRC |
|
Ordinary |
|
|
|
— |
|
Indirectly |
|
100 |
% |
100 |
% |
Designing activities |
#Abbreviation for identification purposes.
On August 10, 2017, the Company, SMIC Beijing, SMIC Holdings Corporation, China Integrated Circuit Industry Investment Fund Co., Ltd., Beijing Semiconductor Manufacturing and Equipment Equity Investment Centre (Limited Partnership), Beijing Industrial Development Investment Management Co., Ltd., Zhongguancun Development Group and Beijing E-Town International Investment & Development Co., Ltd. agreed to amend the previous joint venture agreement through the amended joint venture agreement, pursuant to which: (i) the Company, SMIC Beijing and SMIC Holdings Corporation have agreed to make further cash contribution of US$1,224 million into the registered capital of SMNC. The Company’s aggregate shareholding in SMNC will remain at 51%; (ii) China Integrated Circuit Industry Investment Fund Co., Ltd., (the “China IC Fund”) has agreed to make further cash contribution of US$900.0 million into the registered capital of the Joint Venture Company. Its shareholding in the Joint Venture Company will increase from 26.5% to 32%; and (iii) E-Town Capital has agreed to make cash contribution of US$276 million into the registered capital of the Joint Venture Company representing 5.75% of the enlarged registered capital of the Joint Venture Company. The capital contribution is not completed as of the date of this annual report.
On June 24, 2016, the Company, LFoundry Europe GmbH (“LFoundry Europe”) and Marsica Innovation S.p.A (“Marsica”) entered into a sale and purchase agreement pursuant to which LFoundry Europe and Marsica agreed to sell and the Company agreed to purchase 70% of the corporate capital of LFoundry for an aggregate cash consideration of EUR49.0 million (approximately US$54.4 million), including a goodwill amounted to US$3.9 million. The goodwill attributable to the workforce and the high profitability of the acquired business will not be deductible for tax purposes. The acquisition was completed on July 29, 2016.
Details of non-wholly owned subsidiaries that have material non-controlling interests (“NCI”)
The table below shows details of a non-wholly owned subsidiary of the Company that have material non-controlling interests:
|
|
|
Place of |
|
Proportion of ownership interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
establishment |
|
and voting rights held by |
|
Profit (loss) allocated to non- |
|
Accumulated non-controlling |
||||||||||||
|
Name of company |
|
and operation |
|
non-controlling interests |
|
controlling interests |
|
interests |
||||||||||||
|
|
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
|
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Semiconductor Manufacturing North China (Beijing) Corporation (“SMNC”) |
|
Beijing, PRC |
|
49.0 |
% |
49.0 |
% |
45 |
% |
(39,113) |
|
(55,868) |
|
(25,596) |
|
1,324,590 |
|
1,069,703 |
|
371,446 |
|
SJ Semiconductor Corporation |
|
Cayman Islands |
|
44.0 |
% |
44.0 |
% |
44.7 |
% |
(4,896) |
|
(3,545) |
|
(5,077) |
|
124,659 |
|
136,458 |
|
79,621 |
|
|
|
|
|
|
|
|
|
|
|
(44,009) |
|
(59,413) |
|
(30,673) |
|
1,449,249 |
|
1,206,161 |
|
451,067 |
SMNC shared part of the Group’s advanced technology R&D expenses in 2017 and 2016, and had start-up cost in 2015, which also caused the change in loss of year attributable to non-controlling interests.
According to the joint venture agreements entered into by the Group and the NCI of SMNC, additional capital injection into SMNC was completed in 2017, 2016 and 2015. The additional capital injection from NCI amounted to US$294.0 million in 2017, US$754.1 million in 2016 and US$61.2 million in 2015 respectively.
According to the joint venture agreements entered into by the Company and the NCI of SJ Semiconductor Corporation, additional capital injection into SJ Semiconductor Corporation was completed in 2016, 2015 and 2014. The additional capital injection from NCI amounted to US$60.0 million in 2016 and US$60.0 million in 2015 respectively.
Summarized financial information in respect of the Company’s subsidiaries that have material non- controlling interests are set out below. The summarized financial information below represents amounts before intragroup eliminations.
SMNC
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Current assets |
|
1,559,016 |
|
1,103,214 |
|
381,640 |
|
Non-current assets |
|
2,046,290 |
|
1,807,207 |
|
917,719 |
|
Current liabilities |
|
(596,500) |
|
(409,898) |
|
(350,298) |
|
Non-current liabilities |
|
(315,718) |
|
(327,995) |
|
(123,626) |
|
Net assets |
|
2,693,088 |
|
2,172,528 |
|
825,435 |
|
Equity attributable to owners of the Company |
|
1,368,498 |
|
1,102,825 |
|
453,989 |
|
Non-controlling interests |
|
1,324,590 |
|
1,069,703 |
|
371,446 |
|
Net assets |
|
2,693,088 |
|
2,172,528 |
|
825,435 |
|
|
|
Year ended |
|
Year ended |
|
Year ended |
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Revenue |
|
471,174 |
|
243,715 |
|
4,721 |
|
Expense |
|
(574,386) |
|
(339,910) |
|
(64,032) |
|
Other income (expense) |
|
23,389 |
|
(19,480) |
|
2,430 |
|
Loss for the year |
|
(79,823) |
|
(115,675) |
|
(56,881) |
|
Loss attributable to owners of the Company |
|
(40,710) |
|
(59,807) |
|
(31,285) |
|
Loss attributable to the non-controlling interests |
|
(39,113) |
|
(55,868) |
|
(25,596) |
|
Loss for the year |
|
(79,823) |
|
(115,675) |
|
(56,881) |
|
Other comprehensive income attributable to owners of the Company |
|
— |
|
— |
|
— |
|
Other comprehensive income attributable to the non-controlling interests |
|
— |
|
— |
|
— |
|
Other comprehensive income for the year |
|
— |
|
— |
|
— |
|
Total comprehensive loss attributable to owners of the Company |
|
(40,710) |
|
(59,807) |
|
(31,285) |
|
Total comprehensive loss attributable to the non-controlling interests |
|
(39,113) |
|
(55,868) |
|
(25,596) |
|
Total comprehensive loss for the year |
|
(79,823) |
|
(115,675) |
|
(56,881) |
|
Dividends paid to non-controlling interests |
|
— |
|
— |
|
— |
|
Net cash inflow (outflow) from operating activities |
|
188,115 |
|
(13,082) |
|
(71,817) |
|
Net cash outflow from investing activities |
|
(820,606) |
|
(1,627,788) |
|
(173,535) |
|
Net cash inflow from financing activities |
|
590,091 |
|
1,655,011 |
|
137,500 |
|
Net cash (outflow) inflow |
|
(42,400) |
|
14,141 |
|
(107,852) |
SJ Semiconductor Corporation and its subsidiaries
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Current assets |
|
205,957 |
|
224,737 |
|
164,495 |
|
Non-current assets |
|
131,041 |
|
102,790 |
|
66,772 |
|
Current liabilities |
|
(46,608) |
|
(11,656) |
|
(18,904) |
|
Non-current liabilities |
|
(7,002) |
|
(5,421) |
|
(34,331) |
|
Net assets |
|
283,388 |
|
310,450 |
|
178,032 |
|
Equity attributable to owners of the Company |
|
158,729 |
|
173,992 |
|
98,411 |
|
Non-controlling interests |
|
124,659 |
|
136,458 |
|
79,621 |
|
Net assets |
|
283,388 |
|
310,450 |
|
178,032 |
|
|
|
Year ended |
|
Year ended |
|
Year ended |
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Revenue |
|
21,862 |
|
12,782 |
|
1,543 |
|
Expense |
|
(39,504) |
|
(27,300) |
|
(9,621) |
|
Other income (expense) |
|
6,505 |
|
6,564 |
|
(3,274) |
|
Loss for the year |
|
(11,137) |
|
(7,954) |
|
(11,352) |
|
Loss attributable to owners of the Company |
|
(6,241) |
|
(4,409) |
|
(6,275) |
|
Loss attributable to the non-controlling interests |
|
(4,896) |
|
(3,545) |
|
(5,077) |
|
Loss for the year |
|
(11,137) |
|
(7,954) |
|
(11,352) |
|
Other comprehensive income attributable to owners of the Company |
|
— |
|
— |
|
— |
|
Other comprehensive incom attributable to the non-controlling interests |
|
— |
|
— |
|
— |
|
Other comprehensive income for the year |
|
— |
|
— |
|
— |
|
Total comprehensive loss attributable to owners of the Company |
|
(6,241) |
|
(4,409) |
|
(6,275) |
|
Total comprehensive loss attributable to the non- controlling interests |
|
(4,896) |
|
(3,545) |
|
(5,077) |
|
Total comprehensive loss for the year |
|
(11,137) |
|
(7,954) |
|
(11,352) |
|
Dividends paid to non-controlling interests |
|
— |
|
— |
|
— |
|
Net cash inflow (outflow) from operating activities |
|
6,115 |
|
(1,194) |
|
(9,841) |
|
Net cash outflow from investing activities |
|
(65,993) |
|
(147,752) |
|
(60,336) |
|
Net cash (outflow) inflow from financing activities |
|
(1,983) |
|
109,291 |
|
175,211 |
|
Net cash (outflow) inflow |
|
(61,861) |
|
(39,655) |
|
105,034 |