Chinese Semiconductor Foundry SMIC to Delist from NYSE
SMIC, 5/24/19
Chinese semiconductor foundry Semiconductor Manufacturing International Corporation (SMIC) (NYSE: SMI, 0981.HK) today announced that the company has notified the New York Stock Exchange ("NYSE") on May 24, 2019 (Eastern Time in the U.S.) that it will apply for the voluntary delisting of its American depositary shares ("ADSs") from the NYSE and the deregistration of such ADSs and underlying ordinary shares under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board of Directors of SMIC approved the delisting of its ADSs from NYSE and the deregistration of such ADSs and the underlying ordinary shares under the Exchange Act due to a number of considerations, including the limited trading volume of its ADSs relative to its worldwide trading volume, and the significant administrative burden and costs of maintaining the listing of the ADSs on the NYSE, the registration of the ADSs with the United States Securities and Exchange Commission (the "SEC") and complying with the periodic reporting and related obligations of the Exchange Act.
As such, SMIC intends to file a Form 25 with the SEC on or about June 3, 2019 to de-list its ADSs from the NYSE. The delisting of the ADSs from the NYSE is expected to become effective ten days thereafter. The last day of trading of the ADSs on the NYSE will be on or about June 13, 2019. From and after that, SMIC will no longer list its ADSs evidenced by American Depositary Receipts ("ADRs") on the NYSE.
Once the delisting has become effective and SMIC has met the criteria for deregistration, SMIC intends to file a Form 15F with the SEC on or about June 14, 2019 to deregister its ADSs and the underlying ordinary shares under the Exchange Act. Thereafter, all of SMIC's reporting obligations under the Exchange Act will be suspended unless the Form 15F is subsequently withdrawn or denied. Deregistration with the SEC and termination of SMIC's reporting obligations under the Exchange Act are expected to become effective 90 days after its filing of Form 15F with the SEC. Once the Form 15F is filed, SMIC will publish the information required under Rule 12g3-2(b) of the Exchange Act on its website, www.smics.com. SMIC will also continue to comply with its financial reporting and other obligations as a listed-issuer under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
After delisting its ADSs from the NYSE, SMIC remains committed to serve its investor and intends to maintain its ADR program as a Level I program, which will enable American investors and current holders of SMIC ADSs to continue to hold and trade SMIC ADSs in the US over-the-counter market. As a result of the delisting of the ADSs, the trading of SMIC's securities will be concentrated on SMIC's primary market (The Stock Exchange of Hong Kong Limited).
SMIC reserves its rights in all respect to delay or withdraw the aforementioned filings prior to their effectiveness and will issue any further announcement if required under the Listing Rules or other applicable laws.
SMIC has filed with the SEC its annual report on Form 20-F for the year ended December 31, 2018. The annual report is available on its website at www.smics.com.
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