| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 1 of 14 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
| (Name of Issuer) |
Ordinary Shares, Par Value $0.0004 per share
| (Title of Class of Securities) |
81663 N206
| (CUSIP Number) |
Roger L.C. Leung
Shanghai Industrial Holdings Limited
26th Floor, Harcourt House
39 Gloucester Road
Hong Kong
Tel No. (852) 2529-5652
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 29, 2008
| (Dates of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
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 the 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 (the “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 | SCHEDULE 13D/A | Page 2 of 14 Pages |
| 1. | Name of Reporting Persons
S.I. Technology Production Holdings Limited |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
|
|||
| 4. | Source of Funds
WC |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
2,253,277,340 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
2,253,277,340 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,253,277,340 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% |
|||
| 14. | Type of Reporting Person
CO |
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 3 of 14 Pages |
| 1. | Name of Reporting Persons
SIIC Treasury (B.V.I.) Limited |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds
WC |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
2,253,277,340 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
2,253,277,340 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
0% |
|||
| 14. | Type of Reporting Person
CO |
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 4 of 14 Pages |
| 1. | Name of Reporting Persons
Shanghai Industrial Holdings Limited |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds
WC |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
Hong Kong |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
| |
| 8. Shared Voting Power
2,253,277,340 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
2,253,277,340 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,253,277,340 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% |
|||
| 14. | Type of Reporting Person
CO |
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 5 of 14 Pages |
| 1. | Name of Reporting Persons
Shanghai Investment Holdings Limited |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds
WC |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
2,253,277,340 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
2,253,277,340 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,253,277,340 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% |
|||
| 14. | Type of Reporting Person
CO |
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 6 of 14 Pages |
| 1. | Name of Reporting Persons
SIIC Capital (B.V.I.) Limited |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds
WC |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
2,253,277,340 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
2,253,277,340 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,253,277,340 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% |
|||
| 14. | Type of Reporting Person
CO |
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 7 of 14 Pages |
| 1. | Name of Reporting Persons
Shanghai Industrial Investment Treasury Company Limited |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds
WC |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
2,253,277,340 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
2,253,277,340 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,253,277,340 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% |
|||
| 14. | Type of Reporting Person
CO |
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 8 of 14 Pages |
| 1. | Name of Reporting Persons
Shanghai Industrial Investment (Holdings) Company Limited |
|||
| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
|||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds
WC |
|||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
Hong Kong |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
0 | |
| 8. Shared Voting Power
2,253,277,340 | ||
| 9. Sole Dispositive Power
0 | ||
| 10. Shared Dispositive Power
2,253,277,340 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,253,277,340 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% |
|||
| 14. | Type of Reporting Person
CO |
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 9 of 14 Pages |
This Amendment No. 2 amends a Statement on Schedule 13D filed on February 16, 2007 on behalf of the reporting persons named therein with the United States Securities and Exchange Commission, as amended on January 14, 2008 (as amended, the “Schedule 13D”). This Amendment No. 2 is being filed to reflect the purchase of an aggregate of 438,286,000 Ordinary Shares in the Issuer by S.I. Technology Production Holdings Limited and SIIC Treasury (B.V.I.) Limited in a series of transactions from January 14, 2008 to February 16, 2009. Items 3 and 5 have been amended accordingly.
The Schedule 13D is hereby amended as follows:
| Item 2. | Identity and Background |
Schedule 1, which is incorporated herein by reference and sets forth the name, residential or business address and citizenship of each of the directors of each Reporting Person, is amended and restated as set forth in Schedule 1 hereto.
| Item 3. | Source and Amount of Funds or other Consideration |
Item 3 is amended and restated as follows:
This Statement is filed in connection with the acquisition by the undersigned Reporting Persons of an aggregate of 438,286,000 Ordinary Shares in the Issuer since their filing of the first amendment to Schedule 13D on January 14, 2008. From January 15, 2008 to February 16, 2009, S.I. Technology Production Holdings Limited made a net purchase of 18,278,000 Ordinary Shares in an open market transaction for an aggregate consideration of HK$4,529,288. From January 15, 2008 to February 16, 2009, SIIC Treasury (B.V.I.) Limited made a net purchase of 420,008,000 Ordinary Shares in a series of open market transactions for an aggregate consideration of HK$128,680,202.
The source of funds for each of the acquisitions made by SIIC Treasury (B.V.I.) Limited was funds advanced by Shanghai Industrial Investment (Holdings) Company Limited. The source of funds for each of the acquisitions made by S.I. Technology Production Holdings Limited was funds advanced by Shanghai Industrial Holdings Limited. All funds advanced by Shanghai Industrial Investment (Holdings) Company Limited and Shanghai Industrial Holdings Limited to their respective subsidiaries were derived from their respective general working capital.
| Item 5. | Interest in Securities of the Issuer |
(a) As of the date of this Amendment No. 2, each of the undersigned Reporting Persons may be deemed to beneficially own 2,253,277,340 Ordinary Shares, which represents approximately 10.1% of the Issuer’s outstanding capital stock, based on 22,327,784,827 Ordinary Shares outstanding as of December 31, 2008.
(b) By virtue of their membership of a group for purposes of this Schedule 13D, the undersigned Reporting Persons may be deemed to have shared voting power to vote or direct the vote, and dispose or direct the disposition of, all the Ordinary Shares. With respect to the above-referenced 420,008,000 Ordinary Shares purchased by SIIC Treasury (B.V.I.) Limited, Shanghai Industrial Holdings Limited has sole voting power over those shares.
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 10 of 14 Pages |
(c) Attached as Schedule 2 hereto, which Schedule is incorporated herein by reference, is the list of transactions in the Ordinary Shares effected by the undersigned Reporting Persons during the 60 days prior to the date of this Amendment No. 2.
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 11 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 16, 2009 | ||
| S.I. Technology Production Holdings Limited | ||
| By: | /s/ Roger L.C. Leung | |
| Authorized Signatory | ||
| SIIC Treasury (B.V.I.) Limited | ||
| By: | /s/ Roger L.C. Leung | |
| Authorized Signatory | ||
| Shanghai Industrial Holdings Limited | ||
| By: | /s/ Roger L.C. Leung | |
| Authorized Signatory | ||
| Shanghai Investment Holdings Limited | ||
| By: | /s/ Roger L.C. Leung | |
| Authorized Signatory | ||
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 12 of 14 Pages |
| SIIC Capital (B.V.I.) Limited | ||
| By: | /s/ Roger L.C. Leung | |
| Authorized Signatory | ||
| Shanghai Industrial Investment Treasury Company Limited | ||
| By: | /s/ Roger L.C. Leung | |
| Authorized Signatory | ||
| Shanghai Industrial Investment (Holdings) Company Limited | ||
| By: | /s/ Roger L.C. Leung | |
| Authorized Signatory | ||
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 13 of 14 Pages |
Schedule 1
List of Directors
The name and business or residential address of each of the directors of the above signed Reporting Persons are set out below. Apart from those addresses listed for certain directors of Shanghai Industrial Holdings Limited, the business address for all of the other directors of the Reporting Persons is 27th Floor, Harcourt House, 39 Gloucester Road, Hong Kong. Except for the three independent non-executive directors of Shanghai Industrial Holdings Limited, Mr. Yiu Ming Yee and Miss Chan Yat Ying who are citizens of the Hong Kong Special Administrative Region of the People’s Republic of China, all of the directors are citizens of the People’s Republic of China.
S.I. Technology Production Holdings Limited
Qian Shi Zheng and Zhou Jun
SIIC Treasury (B.V.I.) Limited
Zhang Lei and Zhou Jie
Shanghai Industrial Holdings Limited
Teng Yi Long, Cai Yu Tian, Lu Ming Fang, Ding Zhong De, Zhou Jie, Qian Shi Zheng, Yao Fang, Tang Jun,
Lo Ka Shui (independent non-executive director),
Address: Serenity Place, 22 Mount Cameron Road, The Peak, Hong Kong
Woo Chia-Wei (independent non-executive director), and
Address: Flat 8, Tower 6, Senior Staff Quarters, HKUST, Clear Water Bay, Kowloon, Hong Kong
Leung Pak To, Francis (independent non-executive director)
Address: Flat 1502A, Villa Lotto, 18 Broadwood Road, Happy Valley, Hong Kong
Shanghai Investment Holdings Limited
Wang Rong Feng and Zhang Zhi Qun and Zhou Jie
SIIC Capital (B.V.I.) Limited
Wang Rong Feng, Zhang Zhi Qun and Zhou Jie
Shanghai Industrial Investment Treasury Company Limited
Wang Rong Feng, Zhang Zhi Qun and Zhou Jie
Shanghai Industrial Investment (Holdings) Company Limited
Teng Yi Long, Wang Rong Feng, Zhang Zhi Qun, Cai Yu Tian, Qu Ding, Ding Zhong De, Lu Ming Fang, Ma Cheng Liang, Su Lin, Zhou Jie, Wu XiuYi, Dai Wei Min and Zhou Dao Hong.
| CUSIP No. 81663 N206 | SCHEDULE 13D/A | Page 14 of 14 Pages |
Schedule 2
Transactions in the Ordinary Shares of the Issuer during the 60 days
prior to the date of this Amendment No. 2
S.I. TECHNOLOGY PRODUCTION HOLDINGS LIMITED
| Date of Transaction (MM/DD/YYYY) |
Buy/Sell |
Number of Shares Purchased/Sold |
Nature of Purchase/Sale |
Average Price Per Share in Hong Kong dollars (HK$) | ||||
| 12/23/2008 |
Buy | 18,278,000 | Open Market | 0.2478 | ||||
| SIIC TREASURY (B.V.I.) LIMITED | ||||||||
| Date of Transaction (MM/DD/YYYY) |
Buy/Sell |
Number of Shares Purchased/Sold |
Nature of Purchase/Sale |
Average Price Per Share in Hong Kong dollars (HK$) | ||||
| 12/24/2008 |
Buy | 149,596,000 | Open Market | 0.2737 | ||||
| 12/29/2008 |
Buy | 165,737,000 | Open Market | 0.3227 | ||||
| 12/30/2008 |
Buy | 74,667,000 | Open Market | 0.3278 | ||||
| 12/31/2008 |
Buy | 30,008,000 | Open Market | 0.3258 | ||||