Core Points - The company Semiconductor Manufacturing International Corporation (SMIC) is holding its Annual General Meeting (AGM) on June 27, 2025, in Shanghai, China, to discuss several resolutions [1][3][27] - Key resolutions include the re-election of directors, the reappointment of auditors, the profit distribution plan for 2024, the proposal to conduct hedging activities, and the general authorization for issuing and repurchasing shares [3][4][11] Group 1: Director Re-election - The board currently consists of three Class I directors, three Class II directors, and three Class III directors, with specific individuals eligible for re-election at the AGM [3][4] - Directors Huang Dengshan and Chen Xinyuan, appointed on November 7, 2024, will retire at the AGM but are eligible and willing to be re-elected [3][4] - Class III directors Yang Lumin and Liu Ming are also retiring at the AGM and are eligible and willing to be re-elected [3][4] Group 2: Auditor Reappointment - The board recommends the reappointment of Ernst & Young Hua Ming as the auditor for financial reporting under Chinese accounting standards and Ernst & Young as the auditor for international financial reporting standards, subject to shareholder approval at the AGM [4][5] Group 3: Profit Distribution Plan - The company plans not to distribute profits for the fiscal year 2024 due to significant capital expenditures expected to exceed 30% of the latest audited net assets, which necessitates retaining sufficient funds for operational stability and future development [5][27] - The profit distribution policy requires positive retained earnings, profitability for the year, and no major investment plans or cash expenditures in the following twelve months [5][27] Group 4: Hedging Activities - The company intends to conduct hedging activities to mitigate foreign exchange and interest rate risks using financial derivatives, funded through self-owned funds, debt financing, and other legally permissible means [6][8] - The hedging activities will involve currencies used in the company's operations, including but not limited to RMB, USD, JPY, and EUR [6][8] Group 5: Share Issuance and Repurchase Authorization - The board proposes to authorize the issuance of up to 1,597,187,505 new ordinary shares and the repurchase of up to 599,757,839 shares, subject to shareholder approval at the AGM [8][10] - The current general authorization for issuing and repurchasing shares will expire at the end of the AGM, necessitating the new proposals [8][10]