Contract
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
(Incorporated in the Cayman Islands with limited liability)
(STOCK CODE: 0981)
SMIC and IBM Sign 45nm Technology Licensing Agreement
l Semiconductor Manufacturing International Corporation (NYSE: SMI; SEHK: 981) and International Business Machines Corporation today jointly announce that on 26 December, 2007 they have signed an agreement to license IBM’s 45-nanometer bulk complementary metal-oxide-semiconductor (CMOS) technology to SMIC for 300mm wafer foundry service.
l This announcement is made pursuant to the disclosure obligations under Rule 13.09(1) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as the Company made the press release, reproduced below, on 26 December, 2007.
1. TECHNOLOGY LICENSING AGREEMENT
Semiconductor Manufacturing International Corporation (NYSE: SMI; SEHK: 981) and International Business Machines Corporation today jointly announce that on 26 December, 2007 they have signed an agreement to license IBM’s 45-nanometer bulk complementary metal-oxide-semiconductor (CMOS) technology to SMIC for 300mm wafer foundry service.
Under the Technology Licensing Agreement, IBM will license bulk CMOS technologies to SMIC. The technology can be used to fabricate devices in mobile applications such as handsets integrated with 3G, multimedia, graphics chips, and chipsets at the 45nm technology node. The technology can also support the manufacturing of graphics and other consumer devices.
“China is a rapidly growing, strategic marketplace and SMIC is the largest Chinese foundry,” said Xxxxx Xxxxxxxxx, vice president of IP Licensing for IBM.
“We are excited about the SMIC-IBM licensing partnership, which will accelerate SMIC technology advancement in logic process technology and help us provide optimal solutions for our customers at our 300mm facilities,” said Xxxxxxx Xxxxxxxxx, vice president of Corporate Relations for SMIC. “Coupled with IBM’s expertise on design enabler and system IP comprehension, SMIC can transition our fabless customers to system-on-chip (SOC) design for the 45nm node era,” said Xxxxxxxxx.
The Licensing Agreement with IBM is part of SMIC’s commitment to further strengthen its leading foundry position in China to serve its customers in high growth market sectors around the world. This agreement complements SMIC’s on-going research and development progress, including its 65nm low-power technology, which is under customer product qualification.
2. CONSIDERATION:
The Consideration will be funded by internal resources of the Company.
The Consideration was arrived at after arm’s length negotiation between the parties.
Since the Licensed Technology constitutes only part of the technology related to SMIC’s 300mm wafer foundry service, distinctive revenue or expenses cannot be attributable to the Licensed Technology, therefore no identifiable income stream can be assigned to it.
3. REASONS FOR ENTERING INTO THE TECHNOLOGY LICENSING AGREEMENT
Under the Technology Licensing Agreement, IBM will license bulk CMOS technologies to SMIC. The technology can be used to fabricate devices in mobile applications such as handsets integrated with 3G, multimedia, graphics chips, and chipsets at the 45nm technology node. The technology can also support the manufacturing of graphics and other consumer devices.
The Directors, including the independent non-executive Directors, are of the opinion that the terms of the Technology Licensing Agreement are fair and reasonable and are in the interests of the shareholders of the Company as a whole.
4. GENERAL
The Company confirms that, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, IBM and to the best of the Company’s knowledge its ultimate beneficial owners are third parties independent of and not connected with the Company or any of its connected persons (as defined in the Listing Rules).
5. DEFINITION
“Board”
|
the board of directors of the Company | |
“Company” or “SMIC”
|
Semiconductor Manufacturing International Corporation | |
“Consideration”
|
the total consideration for the Licensed Technology | |
“Directors”
|
the directors of the Company | |
“Hong Kong”
|
Hong Kong Special Administrative Region of the People’s Republic of China |
|
“IBM”
|
International Business Machines Corporation | |
“Licensed Technology”
|
IBM’s bulk CMOS 45 nanometer technologies licensed to SMIC for 300mm wafer foundry service. |
|
“Listing Rules”
|
the Rules Governing the Listing of Securities on the Stock Exchange | |
“PRC”
|
the People’s Republic of China, but for the purposes of this announcement only, excludes Hong Kong, Macau and Taiwan |
|
“Stock Exchange”
|
The Stock Exchange of Hong Kong Limited | |
“Technology Licensing Agreement” |
the technology licensing agreement dated 26 December, 2007 entered into between SMIC and IBM to license the Licensed Technology |
|
“United States”
|
United States of America |
About SMIC
Semiconductor Manufacturing International Corporation (“SMIC”; NYSE: SMI; SEHK: 981) is one of the leading semiconductor foundries in the world and the largest and most advanced foundry in Mainland China, providing integrated circuit (IC) manufacturing service at 0.35um to 65nm and finer line technologies. Headquartered in Shanghai, China, SMIC has a 300mm wafer fabrication facility (fab) under pilot production and three 200mm wafer fabs in its Shanghai mega-fab, two 300mm wafer fabs in its Beijing mega-fab, a 200mm wafer fab in Tianjin, and an in-house assembly and testing facility in Chengdu. SMIC also has customer service and marketing offices in the U.S., Europe, and Japan, and a representative office in Hong Kong. In addition, SMIC manages and operates a 200mm wafer fab in Chengdu owned by Cension Semiconductor Manufacturing Corporation and a 300mm wafer fab under construction in Wuhan owned by Xxxxx Xxxxxx Semiconductor Manufacturing Corporation. For more information, please visit xxxx://xxx.xxxxx.xxx
About IBM
For further information about IBM Microelectronics, visit xxxx://xxx/xxx.xxx/xxxxx/
Safe Harbor Statements for SMIC
(Under the U.S. Private Securities Litigation Reform Act of 1995)
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements of “accelerate SMIC technology advancement in logic process technology“ and “can transition our fabless customers to system-on-chip (SOC) design for the 45nm node era” generally relate to the company’s plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see “Risk Factors” in the Company’s Annual Report on Form 20-F filed on June 29, 2007 with the U.S. Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.”
SMIC has filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F for the year ended December 31, 2006. The annual report is available on our website at xxx.xxxxx.xxx. In addition, all SMIC ADR holders have the ability, upon request, to receive a hard copy of our complete audited financial statements free of charge.
SMIC Press Contact:
Xxxxx Xxxxx
Corporate Relations
Tel: x00 00 0000 0000 xxx 00000
Email: Xxxxx_Xxxxx@xxxxx.xxx
IBM Press Contact:
Xxxxx XxXxxxxx
IBM Media Relations
Tel: 000-000-0000
xxxxxxx@xx.xxx.xxx
As at the date of this announcement, the Directors of the Company are Xxxx Xxxx Xxxx as Chairman and Independent Non-Executive Director of the Company; Xxxxxxx X. Xxxxx as President, Chief Executive Officer and Executive Director of the Company; Xxxx Xxxxx Xxxx as Non-Executive Director of the Company; and Xx-Xxx Xxx, Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxx-Xx Xxx, Xxxxxx X.X. Xx and Xxxxx Xxxxx Xxxx as Independent Non-Executive Directors of the Company.
By order of the Board
Semiconductor Manufacturing International Corporation
Xxxxxxx X. Xxxxx
Chief Executive Officer
Shanghai, PRC
26 December, 2007
• For identification only
