19. Investments in associates
The details of the Company’s associates, which are all unlisted companies except for JCET listed on the Shanghai Stock Exchange, at the end of the reporting period are as follows:
|
|
|
|
|
Class of |
|
Proportion of ownership interest |
|
||||
|
|
|
Place of establishment |
|
share |
|
and voting power held |
|
||||
|
Name of company |
|
and operation |
|
held |
|
by the Group |
|
||||
|
|
|
|
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
Toppan SMIC Electronic (Shanghai) Co., Ltd (“Toppan”) |
|
Shanghai, PRC |
|
Ordinary |
|
30.0 |
% |
30.0 |
% |
30.0 |
% |
|
Zhongxin Xiecheng Investment (Beijing) Co., Ltd (“Zhongxin Xiecheng”) |
|
Beijing, PRC |
|
Ordinary |
|
49.0 |
% |
49.0 |
% |
49.0 |
% |
|
Brite Semiconductor (Shanghai) Corporation (“Brite Shanghai”) (4) |
|
Shanghai, PRC |
|
Ordinary |
|
46.6 |
% |
47.3 |
% |
47.8 |
% |
|
Suzhou Changjiang Electric Xinke Investment Co., Ltd. (“Changjiang Xinke”) (3) |
|
Jiangsu, PRC |
|
Ordinary |
|
— |
|
19.6 |
% |
19.6 |
% |
|
Jiangsu Changjiang Electronics Technology Co., Ltd. (“JCET”) (3) |
|
Jiangsu, PRC |
|
Ordinary |
|
14.3 |
% |
NA |
|
NA |
|
|
Sino IC Leasing Co., Ltd. (“Sino IC Leasing”) |
|
Shanghai, PRC |
|
Ordinary |
|
8.1 |
% (1) |
11.4 |
% (1) |
8.8 |
% (1) |
|
China Fortune-Tech Capital Co., Ltd (“China Fortune-Tech”) |
|
Shanghai, PRC |
|
Ordinary |
|
30.0 |
% |
30.0 |
% |
45.0 |
% |
|
Beijing Wu Jin Venture Investment Center (Limited Partnership) (“WuJin”) (2) |
|
Beijing, PRC |
|
Ordinary |
|
32.6 |
% |
32.6 |
% |
32.6 |
% |
|
Shanghai Fortune-Tech Qitai Invest Center (Limited Partnership) (“Fortune-Tech Qitai”) (2) |
|
Shanghai, PRC |
|
Ordinary |
|
33.0 |
% |
33.0 |
% |
33.0 |
% |
|
Shanghai Fortune-Tech Zaixing Invest Center (Limited Partnership) (“Fortune-Tech Zaixing”) (2) |
|
Shanghai, PRC |
|
Ordinary |
|
66.2 |
% (1) |
66.2 |
% (1) |
66.2 |
% (1) |
|
Suzhou Fortune-Tech Oriental Invest Fund Center (Limited Partnership) (“Fortune-Tech Oriental”) (2) |
|
Jiangsu, PRC |
|
Ordinary |
|
44.8 |
% |
44.8 |
% |
44.8 |
% |
|
Juyuan Juxin Integrated Circuit Fund (“Juyuan Juxin”) (2) |
|
Shanghai, PRC |
|
Ordinary |
|
31.6 |
% |
40.9 |
% |
NA |
|
|
(1) |
In accordance with investment agreements, the Group has significant influence over Fortune-Tech Zaixing and Sino IC Leasing. |
|
(2) |
On April 27, 2016, SilTech Shanghai and JCET entered into a disposal agreement (the “Disposal Agreement”), pursuant to which SilTech Shanghai agreed to sell its 19.61% ownership interest in Changjiang Xinke to JCET in consideration of RMB664.0 million, which will be satisfied by JCET’s issue of 43,229,166 shares of JCET to SilTech Shanghai at RMB RMB15.36 per share. On the same day, SilTech Shanghai and JCET entered into a subscription agreement (the “Subscription Agreement”), pursuant to which SilTech Shanghai agreed to subscribe for and JCET agreed to issue 150,681,044 shares of JCET in consideration of an aggregate subscription price of RMB2,655.0 million in cash. On May 10, 2017, the Company was notified by JCET that the China Securities Regulatory Commission has granted approval for this transaction, and the Disposal Agreement and the Subscription Agreement became effective accordingly. On June 19, 2017, the transactions were completed and SMIC became the single largest shareholder of JCET. The Group recorded its ownership interest of JCET as investment in associate due to its right to nominate directors of JCET’s board. |
|
(3) |
The Group invested in these associates indirectly though China IC Capital Co., Ltd (the “Fund”), a wholly-owned investment fund company of SMIC, as set out in Note 19. The Fund is intended to invest primarily in integrated circuits related fund products and investment projects. The Group’s joint ventures and available-for-sale investments invested indirectly through the Fund are disclosed in Note 21 and Note 23, respectively. |
|
(4) |
Since September 30, 2017, the Group invested Brite Shanghai directly with no more investment in Brite Semiconductor Corporation, the holding company of Brite Shanghai. |
All of these associates are accounted for using the equity method in these consolidated financial statements.
Toppan
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Current assets |
|
55,966 |
|
53,716 |
|
51,661 |
|
Non-current assets |
|
19,978 |
|
17,205 |
|
22,554 |
|
Current liabilities |
|
(1,727) |
|
(2,246) |
|
(2,062) |
|
Non-current liabilities |
|
— |
|
— |
|
— |
|
Net assets |
|
74,217 |
|
68,675 |
|
72,153 |
|
|
|
Year ended |
|
Year ended |
|
Year ended |
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Total revenue |
|
18,391 |
|
20,711 |
|
20,782 |
|
Profit for the year |
|
1,235 |
|
1,178 |
|
3,267 |
|
Other comprehensive income for the year |
|
— |
|
— |
|
— |
|
Total comprehensive income for the year |
|
1,235 |
|
1,178 |
|
3,267 |
|
Dividends received from the associate during the year |
|
— |
|
— |
|
— |
Reconciliation of the above summarized financial information to the carrying amount of the interest in the associate recognized in the consolidated financial statements:
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
|
Net assets of the associate |
|
74,217 |
|
68,675 |
|
72,153 |
|
|
Proportion of the Group’s ownership interest in Toppan |
|
30 |
% |
30 |
% |
30 |
% |
|
Carrying amount of the Group’s interest in Toppan |
|
22,265 |
|
20,603 |
|
21,646 |
|
JCET and its subsidiaries
In accordance with IAS 39, the group applies the equity method accounted for its investments in JCET on one quarter lag basis since the annual financial report of JCET were not available as of December 31, 2017.
|
|
|
09/30/17 |
|
|
|
USD’000 |
|
Current assets |
|
1,401,575 |
|
Non-current assets |
|
3,305,615 |
|
Current liabilities |
|
(1,639,114) |
|
Non-current liabilities |
|
(1,661,532) |
|
Net assets |
|
1,406,544 |
|
Equity attributable to owners of the associate |
|
1,385,372 |
|
Non-controlling interests |
|
21,172 |
|
Net assets |
|
1,406,544 |
|
|
|
Three months |
|
|
|
ended |
|
|
|
09/30/17 |
|
|
|
USD’000 |
|
Total revenue |
|
958,087 |
|
Profit attributable to owners of the associate |
|
11,480 |
|
Profit attributable to the non-controlling interests |
|
628 |
|
Profit for the period |
|
12,108 |
|
Other comprehensive loss for the period |
|
(19,986) |
|
Total comprehensive loss for the period |
|
(7,878) |
|
Total comprehensive loss attributable to owners of the associate |
|
(8,496) |
|
Total comprehensive income attributable to the non-controlling interests |
|
618 |
|
Total comprehensive loss for the period |
|
(7,878) |
|
Dividends received from the associate during the period |
|
— |
Reconciliation of the above summarized financial information to the carrying amount of the interest in the associate recognized in the consolidated financial statements:
|
|
|
12/31/17 |
|
|
|
|
USD’000 |
|
|
Equity attributable to owners of the associate |
|
1,385,372 |
|
|
Proportion of the Group’s ownership interest in JCET |
|
14.3 |
% |
|
|
|
197,832 |
|
|
Valuation premium |
|
340,561 |
|
|
Carrying amount of the Group’s interest in JCET |
|
538,393 |
|
Fortune-Tech Zaixing
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Current assets |
|
2,264 |
|
12,720 |
|
15,513 |
|
Non-current assets |
|
19,965 |
|
8,520 |
|
7,581 |
|
Current liabilities |
|
(2) |
|
(1) |
|
(3) |
|
Non-current liabilities |
|
— |
|
— |
|
— |
|
Net assets |
|
22,227 |
|
21,239 |
|
23,091 |
|
|
|
Year ended |
|
Year ended |
|
Year ended |
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Total revenue |
|
— |
|
— |
|
— |
|
Loss for the year |
|
(366) |
|
(329) |
|
(178) |
|
Other comprehensive income for the year |
|
— |
|
— |
|
— |
|
Total comprehensive loss for the year |
|
(366) |
|
(329) |
|
(178) |
|
Dividends received from the associate during the year |
|
— |
|
— |
|
— |
Reconciliation of the above summarized financial information to the carrying amount of the interest in the associate recognized in the consolidated financial statements:
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
|
Net assets of the associate |
|
22,227 |
|
21,239 |
|
23,091 |
|
|
Proportion of the Group’s ownership interest in Fortune-Tech Zaixing |
|
66.2 |
% |
66.2 |
% |
66.2 |
% |
|
Carrying amount of the Group’s interest in Fortune-Tech Zaixing |
|
14,714 |
|
14,087 |
|
15,292 |
|
Sino IC Leasing and its subsidiaries
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Current assets |
|
1,038,538 |
|
702,570 |
|
502,454 |
|
Non-current assets |
|
3,464,412 |
|
1,859,267 |
|
21,374 |
|
Current liabilities |
|
(523,228) |
|
(117,287) |
|
(8,679) |
|
Non-current liabilities |
|
(2,509,732) |
|
(1,653,206) |
|
(190,021) |
|
Net assets |
|
1,469,990 |
|
791,344 |
|
325,128 |
|
Equity attributable to owners of the associate |
|
1,366,367 |
|
776,959 |
|
325,128 |
|
Non-controlling interests |
|
103,623 |
|
14,385 |
|
— |
|
Net assets |
|
1,469,990 |
|
791,344 |
|
325,128 |
|
|
|
Year ended |
|
Year ended |
|
Year ended |
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
Total revenue |
|
215,538 |
|
36,085 |
|
2,437 |
|
Profit attributable to owners of the associate |
|
39,003 |
|
12,938 |
|
3,761 |
|
Profit attributable to the non-controlling interests |
|
460 |
|
48 |
|
— |
|
Profit for the year |
|
39,463 |
|
12,986 |
|
3,761 |
|
Other comprehensive (loss) income for the year |
|
(10,206) |
|
3,594 |
|
— |
|
Total comprehensive income for the year |
|
29,257 |
|
16,580 |
|
3,761 |
|
Total comprehensive income attributable to owners of the associate |
|
28,797 |
|
16,532 |
|
3,761 |
|
Total comprehensive income attributable to the non-controlling interests |
|
460 |
|
48 |
|
— |
|
Total comprehensive income for the year |
|
29,257 |
|
16,580 |
|
3,761 |
|
Dividends received from the associate during the year |
|
255 |
|
— |
|
— |
Reconciliation of the above summarized financial information to the carrying amount of the interest in the associate recognized in the consolidated financial statements:
|
|
|
12/31/17 |
|
12/31/16 |
|
12/31/15 |
|
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
|
Equity attributable to owners of the associate |
|
1,366,367 |
|
776,959 |
|
325,128 |
|
|
Proportion of the Group’s ownership interest in Sino IC Leasing |
|
8.1 |
% |
11.4 |
% |
8.8 |
% |
|
Carrying amount of the Group’s interest in Sino IC Leasing |
|
110,162 |
|
88,651 |
|
28,736 |
|
Juyuan Juxin
|
|
|
12/31/17 |
|
12/31/16 |
|
|
|
USD’000 |
|
USD’000 |
|
Current assets |
|
108,639 |
|
47,494 |
|
Non-current assets |
|
55,761 |
|
— |
|
Current liabilities |
|
(33) |
|
(7) |
|
Non-current liabilities |
|
— |
|
— |
|
Net assets |
|
164,367 |
|
47,487 |
|
|
|
Year ended |
|
Year ended |
|
|
|
12/31/17 |
|
12/31/16 |
|
|
|
USD’000 |
|
USD’000 |
|
Total revenue |
|
— |
|
— |
|
Loss for the year |
|
(3,120) |
|
(1,893) |
|
Other comprehensive income for the year |
|
— |
|
— |
|
Total comprehensive loss for the year |
|
(3,120) |
|
(1,893) |
|
Dividends received from the associate during the year |
|
— |
|
— |
Reconciliation of the above summarized financial information to the carrying amount of the interest in the associate recognized in the consolidated financial statements:
|
|
|
12/31/17 |
|
12/31/16 |
|
|
|
|
USD’000 |
|
USD’000 |
|
|
Net assets of the associate |
|
164,367 |
|
47,487 |
|
|
Proportion of the Group’s ownership interest in Juyuan Juxin |
|
31.6 |
% |
40.9 |
% |
|
Carrying amount of the Group’s interest in Juyuan Juxin |
|
51,940 |
|
19,408 |
|