Semiconductor Manufacturing International Corporation (SMIC) has adopted its Eleventh Amended and Restated Memorandum of Association and Fourteenth Amended and Restated Articles of Association, following special resolutions passed on 28 June 2023 and 26 June 2026, respectively.
Key capital provisions • Authorised share capital is set at US$42.00 million, comprising 10.00 billion common shares and 500.00 million preferred shares, each with a par value of US$0.004. • The Board may allot, issue or grant options, rights or warrants over any shares, and may repurchase shares up to the total issued amount minus one share, subject to prevailing regulations.
Share classes and rights • Common shares carry one vote per share and rank pari passu on dividends and winding-up distributions. • Preferred shares may be issued in one or more series with voting, dividend and conversion terms determined by shareholder or Board resolutions. • RMB-denominated common shares remain centrally deposited with China Securities Depository and Clearing Company Limited and continue to comply with Shanghai Stock Exchange rules.
Corporate governance highlights • The Board size is fixed at nine directors and is split into Class I, Class II and Class III, each serving staggered three-year terms. • A quorum for Board meetings requires more than half of directors, including at least one executive director; resolutions pass by simple majority unless otherwise specified. • Directors are prohibited from voting on matters in which they or their close associates have a material interest; such items require approval by a majority of disinterested directors.
General meeting framework • Annual general meetings must be held within six months after each financial year-end. • Shareholders individually or collectively holding at least 10% of voting rights may requisition an extraordinary general meeting. • Ordinary resolutions cover matters such as annual reports, profit distributions, equity incentives and guarantees below set thresholds, while special resolutions are required for mergers, voluntary winding-up, capital reduction and other significant actions.
Dividend and financial reporting • Dividends may be paid from realised or unrealised profits or the share premium account once a profit-distribution plan is approved by ordinary resolution. • The company must circulate audited financial statements, management reports and the auditor’s report to shareholders at least 21 days before the annual general meeting.
Other provisions • Directors, officers and the company secretary are indemnified against liabilities incurred in the course of their duties, except in cases of dishonesty, wilful default or fraud. • The company may transfer its corporate domicile by way of continuation to another jurisdiction, subject to Cayman Islands law and shareholder approval by special resolution.
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