Annual Report 2019 2019 Annual Report
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(Incorporated in the Cayman Islands with limited liability) Stock Code: 0981 Annual Report 2019 2019 Annual Report Semiconductor Manufacturing International Corporation No.18 Zhangjiang Road, Pudong New Area, Shanghai 201203, The People’s Republic of China Tel : + 86 (21) 3861 0000 Fax : + 86 (21) 5080 2868 Website : www.smics.com Shanghai . Beijing . Tianjin . Jiangyin . Shenzhen . Hong Kong . Taiwan . Japan . Americas . Europe SMIC GLOBAL NETWORK TIANJIN SAN JOSE, CA, USA BEIJING MILAN, TOKYO, ITALY JAPAN JIANGYIN, JIANGSU SHANGHAI (Headquarters) SHENZHEN, GUANGDONG HSINCHU, TAIWAN HONG KONG (Representative) SMIC FAB SMIC MARKETING OFFICE SMIC REPRESENTATIVE OFFICE SMIC BUMPING FAB THE LARGEST ADVANCED FOUNDRY IN MAINLAND CHINA EMPOWERED TECHNOLOGY ENRICHED SERVICES, ENHANCED COMPETITIVENESS CONTENTS 05 Additional Information 07 Corporate Information 09 Financial Highlights 11 Letter to Shareholders 12 Business Overview 17 Management Discussion and Analysis 24 Directors and Senior Management 33 Report of the Directors 86 Corporate Governance Report 102 Social Responsibility 105 Independent Auditor’s Report 109 Consolidated Statement of Profit or Loss and Other Comprehensive Income 110 Consolidated Statement of Financial Position 112 Consolidated Statement of Changes in Equity 114 Consolidated Statement of Cash Flows 116 Notes to the Consolidated Financial Statements CAUTIONARY STATEMENT FOR PURPOSES OF THE FORWARD-LOOKING STATEMENT This annual report may contain, in addition to historical information, forward-looking statements. These forward-looking statements are based on SMIC’s current assumptions, expectations, beliefs, plans, objectives, and projections about future events or performance. SMIC uses words like “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, “target“, “going forward”, “continue”, “ought to”, “may”, “seek”, “should”, “plan”, “could”, “vision”, “goals”, “aim”, “aspire”, “objective”, “schedules”, “outlook” and similar expressions to identify forward looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessary estimates reflecting judgment of SMIC’s senior management and involve significant risks, both known and unknown, uncertainties and other factors that may cause SMIC’s actual performance, financial condition or results of operations to be materially different from those suggested by the forward-looking statements including, among others, risks associated with cyclicality and market conditions in the semiconductor industry, intense competition in the semiconductor industry, SMIC’s reliance on a small number of customers, timely wafer acceptance by SMIC’s customers, timely introduction of new technologies, SMIC’s ability to ramp new products into volume, supply and demand for semiconductor foundry services, industry overcapacity, shortages in equipment, components and raw materials, availability of manufacturing capacity, financial stability in end markets, orders or judgments from pending litigation, intensive intellectual property litigation in the semiconductor industry, general economic conditions and fluctuations in currency exchange rates. Except as required by law, SMIC undertakes no obligation and does not intend to update any forward-looking statement, whether as a result of new information, future events or otherwise. ABOUT NON-INTERNATIONAL FINANCIAL REPORTING STANDARDS (“NON-IFRS”) FINANCIAL MEASURES This annual report includes EBITDA, which is a non-IFRS financial measure. Such non-IFRS financial measure is not calculated or presented in accordance with, and are not alternatives or substitutes for financial measures prepared in accordance with IFRS, and should be read only in conjunction with the Group’s financial measures prepared in accordance with IFRS. The Group’s non-IFRS financial measures may be different from similarly-titled non-IFRS financial measures used by other companies. The presentation of non-IFRS financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. SMIC believes that use of these non-IFRS financial measures facilitates investors’ and management’s comparisons to SMIC’s historical performance. The Group’s management regularly uses these non-IFRS financial measures to understand, manage and evaluate the Group’s business and make financial and operational decisions. For more information and reconciliations of the non-IFRS financial measure to its most directly comparable IFRS financial measure, please see the disclosure on page 23. SMIC 2019 Annual Report 05 ADDITIONAL INFORMATION References in this annual report to: • “2020 AGM” are to the Company’s annual general meeting scheduled to be held on or around June 23, 2020; • “Board” are to the board of Directors; • “China” or the “PRC” are to the People’s Republic of China, excluding for the purpose of this annual report, Hong Kong, Macau and Taiwan; • “Company” or “SMIC” are to Semiconductor Manufacturing International Corporation; • “Director(s)” are to the director(s) of the Company; • “EUR” are to Euros; • “Group” are to the Company and its subsidiaries; • “HK$” are to Hong Kong dollars; • “Hong Kong Stock Exchange Listing Rules”, “Listing Rules” or “Hong Kong Listing Rules” are to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time; • “IFRS” are to International Financial Reporting Standards as issued by the International Accounting Standards Board; • “JPY” are to Japanese Yen; • “Ordinary Share(s)” are to the ordinary share(s), in the share capital of the Company, of US$0.0004 each before December 7, 2016 and to the ordinary share(s) of US$0.004 each upon the Share Consolidation becoming effective on December 7, 2016; • “RMB” are to Renminbi; • “SEHK”, “HKSE” or “Hong Kong Stock Exchange” are to the Stock Exchange of Hong Kong Limited; • “Share Consolidation” are to the consolidation of every ten (10) issued and unissued ordinary shares of US$0.0004 each in the existing share capital of the Company into one ordinary share of US$0.004 each with effect from December 7, 2016; and • “US$” or “USD” are to U.S. dollars. All references in this annual report to silicon wafer quantities are to 8-inch wafer equivalents, unless otherwise specified. Conversion of quantities of 12-inch wafers to 8-inch wafer equivalents is achieved by multiplying the number of 12-inch wafers by 2.25. When we refer to the capacity of wafer fabrication facilities, we are referring to the installed capacity based on specifications established by the manufacturers of the equipment used in those facilities. References to key process technology nodes, such as 0.35 micron, 0.25 micron, 0.18 micron, 0.15 micron, 0.13 micron, 90 nanometer, 65 nanometer, 45 nanometer, 28 nanometer and 14 nanometer include the stated resolution of the process technology, as well as intermediate resolutions down to but not including the next key process technology node of finer resolution. For example, when we state “0.25 micron process technology,” that also includes 0.22 micron, 0.21 micron, 0.20 micron and 0.19 micron technologies and “0.18 micron process technology” also includes 0.17 micron and 0.16 micron technologies. The financial information presented in this annual report has been prepared in accordance with IFRS. SMIC 2019 Annual Report 06 CORPORATE INFORMATION BEING TRUSTWORTHY AND RELIABLE FOR OUR CUSTOMERS SMIC 2019 Annual Report 07 CORPORATE INFORMATION Registered name Semiconductor Manufacturing International Corporation Chinese name (for identification purposes only) 中芯國際集成電路製造有限公司 Registered office PO Box 2681 Cricket Square Hutchins Drive Grand Cayman KY1-1111 Cayman Islands Head office and place of business in PRC 18 Zhangjiang Road Pudong New Area Shanghai 201203 PRC Place of business in Hong Kong Suite 3003 30th Floor 9 Queen’s Road Central Hong Kong Website address http://www.smics.com Joint Company Secretaries Gao Yonggang Liu Wei Authorized representatives Zhou Zixue Gao Yonggang Places of listing The Stock Exchange of Hong Kong Limited (“HKSE”) On June 3, 2019, the Company filed the Form 25 with the U.S. Securities and Exchange Commission (“SEC”) to effect the delisting of the Company’s American Depositary Shares (ADSs). On June 14, 2019, the Company filed the Form 15F with the SEC to deregister and terminate its reporting obligations under the U.S. Securities Exchange Act. Since June 14, 2019, our ADSs are eligible for trading in the United States in the over-the-counter (OTC) market. Stock code 981 (HKSE) SMICY (OTCQX) Auditor PricewaterhouseCoopers Certified Public Accountants and Registered PIE Auditor Financial Calendar Announcement of 2019 annual results March 31, 2020 2020 Annual General Meeting June 23, 2020 Book closure period for 2020 Annual General Meeting June 18, 2020 to June 23, 2020, both days inclusive Financial year end December 31 SMIC 2019 Annual Report 08 FINANCIAL HIGHLIGHTS STRIVING FOR RETURNS ON BEHALF OF SHAREHOLDERS SMIC 2019 Annual Report 09 FINANCIAL HIGHLIGHTS Total Revenue Revenue (US$ million) 2015 2016 2017 2018 2019 0 500 1,000 1,500 2,000 2,500 3,000 3,500 Sales by Region 9% 14% 2018 59% 2019 60% China (incl. Hong Kong) 32% 26% North America Eurasia Sales by Application 9% 10% 7% 5% 6% 8% 34% 34% 2018 2019 Computing Consumer 41% 46% Communication Auto/Industrial Others Wafer Sales by Technology 4% 6% 19% 4% 17% 4% 0.35μm 39% 39% 0.18μm 0.13μm 22% 27% 2018