Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement is not an offer of securities for sale in the PRC, Hong Kong and the United States or elsewhere. The Datang Pre-emptive Bonds and the Country Hill Pre-emptive Bonds are not available for general subscription in Hong Kong or elsewhere.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Datang Pre-emptive Bonds and the Country Hill Pre-emptive Bonds mentioned herein have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. No public offering of the Datang Pre-emptive Bonds and the Country Hill Pre-emptive Bonds will be made in the United States.

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

中 芯 國 際 集 成 電 路 製 造 有 限 公 司 *

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 981)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (''EGM'') of
Semiconductor Manufacturing International Corporation (the ''Company'') will be held on 17
February 2014 at 18 Zhangjiang Road, PuDong New Area, Shanghai, People's Republic of China at 4 : 00 p.m. for the purpose of considering and, if thought fit, passing with or without modification the following ordinary resolutions:
ORDINARY RESOLUTIONS
1. ''THAT:
(a) the subscription agreement dated 18 December 2013 (the ''Datang Further Subscription Agreement'') entered into between the Company and Datang Holdings (Hongkong) Investment Company Limited (''Datang''), a connected person of the Company, in relation to the issue of the zero coupon convertible bonds due 2018 of an aggregate principal amount of US$54,600,000 pursuant to the exercise of its pre- emptive right under the share purchase agreement dated 6 November 2008 entered into between the Company and Datang Telecom Technology & Industry Holdings Co., Ltd. by the Company as the issuer to Datang (the ''Datang Pre-emptive Bonds''),

* for identification purpose only

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a copy of the Datang Further Subscription Agreement having been produced to the EGM marked ''A'' and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
(b) subject to completion of the Datang Further Subscription Agreement, the creation and issue of the Datang Pre-emptive Bonds to Datang by the Company pursuant to the terms and conditions of the Datang Further Subscription Agreement be and are hereby approved;
(c) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Datang Conversion Shares (as defined below) to be allotted and issued upon the conversion of the Datang Pre-emptive Bonds, the directors of the Company be and are hereby authorised and granted a special mandate (the ''Datang Further Special Mandate'') to allot, issue and deal with such number of shares (the ''Datang Conversion Shares'') with a par value of US$0.0004 each in the share capital of the Company as may be required to be issued upon the exercise of the conversion rights attaching to the Datang Pre-emptive Bonds at an initial conversion price of HK$0.7965 per share (subject to adjustment pursuant to the terms and conditions of the Datang Pre- emptive Bonds), on and subject to the terms and conditions of the Datang Further Subscription Agreement and the Datang Pre-emptive Bonds, provided that the Datang Further Special Mandate shall be in addition to and shall not prejudice or revoke the existing general mandate granted to the directors of the Company by the shareholders of the Company at the annual general meeting of the Company held on
13 June 2013; and
(d) any director(s) of the Company be and is/are hereby authorised to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/ or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the Datang Further Subscription Agreement and transactions contemplated thereunder (including but not limited to the issue of the Datang Pre- emptive Bonds to Datang and the allotment and issue of any shares converted from the Datang Pre-emptive Bonds upon the exercise of the conversion rights attaching to the Datang Pre-emptive Bonds) and all matters incidental to, ancillary to or in connection thereto (subject to compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'')), including agreeing to and making any amendment, variation or modification of the Datang Subscription Agreement and the transactions contemplated thereunder (including but not limited to the issue of the Datang Pre-emptive Bonds to Datang and the allotment and issue of any shares converted from the Datang Pre-emptive Bonds upon the exercise of the conversion rights attaching to the Datang Pre-emptive Bonds) upon such terms and conditions which are, in the opinion of such director, in the interests of the Company.''
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2. ''THAT:
(a) the subscription agreement dated 18 December 2013 (the ''Country Hill Further Subscription Agreement'') entered into between the Company and Country Hill Limited (''Country Hill''), a connected person of the Company, in relation to the issue of the zero coupon convertible bonds due 2018 of an aggregate principal amount of US$32,200,000 pursuant to the exercise of its pre-emptive right under the share subscription agreement dated 18 April 2011 entered into between the Company and Country Hill by the Company as the issuer to Country Hill (the ''Country Hill Pre- emptive Bonds''), a copy of the Country Hill Further Subscription Agreement having been produced to the EGM marked ''B'' and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
(b) the issue by the Company of the Country Hill Pre-emptive Bonds to Country Hill pursuant to the terms and conditions of the Country Hill Further Subscription Agreement be and are hereby approved;
(c) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Country Hill Conversion Shares (as defined below) to be allotted and issued upon the conversion of the Country Hill Pre-emptive Bonds, the directors of the Company be and are hereby authorised and granted a special mandate (the ''Country Hill Further Special Mandate'') to allot, issue and deal with such number of shares (the ''Country Hill Conversion Shares'') with a par value of US$0.0004 each in the share capital of the Company as may be required to be issued upon the exercise of the conversion rights attaching to the Country Hill Pre-emptive Bonds at an initial conversion price of HK$0.7965 per share (subject to adjustment pursuant to the terms and conditions of the Country Hill Pre-emptive Bonds), on and subject to the terms and conditions of the Country Hill Further Subscription Agreement and the Country Hill Pre- emptive Bonds, provided that the Country Hill Further Special Mandate shall be in addition to and shall not prejudice or revoke the existing general mandate granted to the directors of the Company by the shareholders of the Company at the annual general meeting of the Company held on 13 June 2013; and
(d) any director(s) of the Company be and is/are hereby authorised to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/ or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the Country Hill Further Subscription Agreement and transactions contemplated thereunder (including but not limited to the issue of the Country Hill Pre-emptive Bonds to Country Hill and the allotment and issue of any shares converted from the Country Hill Pre-emptive Bonds upon the exercise of the conversion rights attaching to the Country Hill Pre-emptive Bonds) and all matters incidental to, ancillary to or in connection thereto (subject to compliance with the Listing Rules), including agreeing to and making any amendment, variation or modification of the Country Hill Subscription Agreement and the transactions contemplated thereunder (including but not limited to the issue of the Country Hill Pre-emptive Bonds to Country Hill and the allotment and issue of any shares converted from the Country Hill Pre-emptive Bonds upon the exercise of the
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conversion rights attaching to the Country Hill Pre-emptive Bonds) upon such terms and conditions which are, in the opinion of such director, in the interests of the Company.''
By Order of the Board
Semiconductor Manufacturing International Corporation
Gareth Kung
Company Secretary
Shanghai, 29 January 2014
Principal place of business:
18 Zhangjiang Road
PuDong New Area
Shanghai 201203
People's Republic of China
Registered office:
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
As at the date of this announcement, the directors of the Company are:
Zhang Wenyi as Chairman of the Board of Directors and Executive Director of the Company; Tzu-Yin Chiu as Chief Executive Officer and Executive Director of the Company; Gao Yonggang as Executive Director of the Company; Chen Shanzhi (Li Yonghua as his Alternate), Lawrence Juen-Yee Lau (Datong Chen as his Alternate) and Zhou Jie as Non- Executive Directors of the Company; and William Tudor Brown, Sean Maloney, Frank Meng and Lip-Bu Tan as Independent Non-Executive Directors of the Company.
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Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy or, if such member is a holder of more than one share, more than one proxy to attend and vote instead of such member. Where a member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a poll. A proxy need not be a member of the Company.

2. To be valid, a form of proxy must be delivered to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the meeting or adjourned meeting (or 24 hours before a poll is taken, if the poll is not taken on the same day as the meeting or adjourned meeting). If a proxy form is signed under a power of attorney, the power of attorney or other authority relied on to sign it (or an office copy) must be delivered to the Company's share registrar with the proxy form, except that a power of attorney which has already been registered with the Company need not be so delivered. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the meeting or any adjournment thereof should he so wish.

3. The register of members of the Company will be closed from 13 February 2014 to 17 February 2014 (both days inclusive), during which period no transfer of shares in the Company will be registered. In order to qualify for attending and voting at the EGM, all transfers, accompanied by the relevant certificates, must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4 : 30 p.m. on 12 February 2014. All persons who are registered holders of the Company's shares on 17

February 2014, the record date for the EGM, will be entitled to attend and vote at the EGM.

4. Shareholders are advised to read the circular of the Company dated 29 January 2014 which contains information concerning the resolutions to be proposed at the EGM.

5. The voting at the EGM will be taken by a poll.

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