SC 13D

Present Principal

Occupation or

Citizenship

Employment

Business Address

Zhen Caiji

Director—HKCo

No. 40 Xueyuan Road,
100191, Beijing, China

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vs666Z7icUWQfPQAOoWqGoFN1CMWAKnfu0g950QyjdAu5mC7qXr0K2JDg7qxNvPp JVLWlNwMSvoc+cQeajsdTw== 0000950123-10-108942.txt : 20101126 0000950123-10-108942.hdr.sgml : 20101125 20101126114518 ACCESSION NUMBER: 0000950123-10-108942 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101126 DATE AS OF CHANGE: 20101126 GROUP MEMBERS: DATANG HOLDINGS (HONGKONG) INVESTMENT COMPANY LIMITED GROUP MEMBERS: DATANG TELECOM TECHNOLOGY & INDUSTRY HOLDINGS CO., LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORP CENTRAL INDEX KEY: 0001267482 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80345 FILM NUMBER: 101216515 BUSINESS ADDRESS: STREET 1: 18 ZHANG JIANG ROAD STREET 2: PUDONG AREA CITY: SHANGHAI STATE: F4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Datang Telecom Technology & Industry Holdings LTD CENTRAL INDEX KEY: 0001450100 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: XUEYUAN ROAD CITY: BEIJING STATE: F4 ZIP: 100083 BUSINESS PHONE: 861062301701 MAIL ADDRESS: STREET 1: XUEYUAN ROAD CITY: BEIJING STATE: F4 ZIP: 100083 SC 13D 1 c09020sc13d.htm SC 13D SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ______)*

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

(Name of Issuer)

Common Shares, par value US$0.0004 Per Share

(Title of Class of Securities)

81663 N206

(CUSIP Number)


Zheng Jinliang		Steven Liu
Legal Counsel		DLA Piper UK LLP Beijing Office
Datang Telecom Technology		20th Floor, South Tower
& Industry Holdings Co., Ltd.		Beijing Kerry Center
No. 40 Xueyuan Road,		1 Guanghua Road, Chaoyang District
Beijing 100083, China		Beijing 100020, China
+86 10 62301914		+86 10 6561 1788 ext 889

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

November 26, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		81663 N206

NAMES OF REPORTING PERSONS

Datang Telecom Technology & Industry Holdings Co., Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,227,132,761¹

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

5,227,132,761¹

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,227,132,761¹

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.1²%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ 3,699,094,300 of which were purchased on November, 6, 2008, as reported in the Schedule 13D filed November 17, 2008 and the Schedule 13D/A filed January 5, 2009. The remaining 1,528,038,461 shares were purchased on November 16, 2010, as reported in this Schedule 13D.

² This calculation is rounded down to the nearest tenth and is based on 25,793,035,903 shares of common stock, par value US$0.0004 per share (the “Common Stock”) of Semiconductor Manufacturing International Corporation (the “Issuer”) outstanding as of September 30, 2010, as reported in the Issuer’s current report on Form 6-K filed November 4, 2010, plus 1,528,038,461 new shares issued on November 16, 2010, as reported in this Schedule 13D.


CUSIP No.		81663 N206

NAMES OF REPORTING PERSONS

Datang Holdings (Hongkong) Investment Company Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,227,132,761³

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

5,227,132,761³

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,227,132,761³

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.1⁴ %

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

³ 3,699,094,300 of which were purchased on November, 6, 2008, as reported in the Schedule 13D/A filed January 5, 2009. The remaining 1,528,038,461 shares were purchased on November 16, 2010, as reported in this Schedule 13D.

⁴ This calculation is rounded down to the nearest tenth and is based on 25,793,035,903 shares of Common Stock of the Issuer outstanding as of September 30, 2010, as reported in the Issuer’s current report on Form 6-K filed November 4, 2010, plus 1,528,038,461 new shares issued on November 16, 2010, as reported in this Schedule 13D.

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value US$0.0004 per share (the “Common Stock”), of Semiconductor Manufacturing International Corporation (“SMIC” or the “Issuer”), a company incorporated in the Cayman Islands, having its principal executive offices at 18 Zhangjiang Road, Pudong New Area, Shanghai 201203, People’s Republic of China.

Item 2. Identity and Issuer

(a) — (c); (f) This Statement is being filed by (i) Datang Telecom Technology & Industry Holdings Limited, a corporation organized under the laws of the People’s Republic of China (“Datang”), and (ii) Datang Holdings (Hongkong) Investment Company Limited, a corporation organized under the laws of Hong Kong (the “HKCo”). Datang and HKCo are hereinafter referred to, collectively the “Reporting Persons” and each a “Reporting Person”. Datang’s principal office address is No. 40 Xueyuan Road, 100083, Beijing, People’s Republic of China. The principal business of Datang is technology development and innovation in mobile telecommunication and chip design. HKCo’s principal office address is 18th Floor, Edinburgh Tower, the Landmark, 15 Queen’s Road, Central, Hong Kong. The principal business of HKCo is investment holdings.

Schedule A below lists the executive officers and directors of Datang and contains the information concerning each person including: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship:

Schedule A


		Present Principal Occupation or
Name	Citizenship	Employment	Business Address
Zhen Caiji	Chinese	Director & Chairman & President—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Yang Yigang	Chinese	Senior Vice President—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Pan Haishen	Chinese	Senior Vice President—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Huang Zhiqin	Chinese	Senior Vice President—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Gao Yonggang	Chinese	Director & Senior Vice President—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Chen Shanzhi	Chinese	Vice President—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Zhou Desheng	Chinese	Vice President—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Duan Chenhui	Chinese	Director—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Lu Ruizhong	Chinese	Director—Datang	No. 40 Xueyuan Road, 100191, Beijing, China
Yu Rui	Chinese	Director—Datang	No. 40 Xueyuan Road, 100191, Beijing, China

(d) — (e) During the past five years, neither Datang nor, to the best of its knowledge, any person named in Schedule A above, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Schedule B below lists the executive officers and directors of HKCo and contains the information concerning each person including: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship:

Schedule B

(d) — (e) During the past five years, neither HKCo nor, to the best of its knowledge, any person named in Schedule B above, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price of the 1,528,038,461 shares of SMIC Common Stock beneficially owned by Datang and HKCo is $102,000,000. Working capital of Datang was contributed to HKCo for the purchase of such shares.

Item 4. Purpose of Transaction

On November 6, 2008, the Issuer and Datang entered into a share purchase agreement (the “2008 SPA”), pursuant to which Datang purchased an aggregate of 3,699,094,300 shares of Common Stock of the Issuer (the “2008 Subscription”). The 2008 SPA provides that in the event that the Issuer proposes to issue any new shares of Common Stock, any shares convertible into or exchangeable into Common Stock or any warrants or other rights to subscribe for Common Stock of the Issuer following the 2008 Subscription, Datang shall have the pre-emptive right to purchase equity securities of the Issuer to enable Datang to hold after such issuance a pro rata portion of the Common Stock equal to the percentage of the issued share capital of the Issuer then beneficially owned by Datang prior to such issuance. A copy of the 2008 SPA is attached hereof as Exhibit A.

On July 8, 2010, J.P. Morgan Securities (Asia Pacific) Limited and the Royal Bank of Scotland N.V., Hong Kong Branch entered into a placing agreement with the Issuer to place 1.5 billion new shares of Common Stock of the Issuer to certain independent third parties.

Subsequent to the Issuer’s placement of 1.5 billion new shares of Common Stock in July 2010, on August 16, 2010, Datang entered into the a subscription agreement (the “2010 SPA”) with the Issuer to subscribe through HKCo for a total of 1,528,038,461 shares of Common Stock, including 269,730,844 shares pursuant to its pre-emptive right under the 2008 SPA (the “Pre-emptive Shares”) and 1,258,307,617 new shares in addition to the Pre-emptive Shares. A copy of the 2010 SPA is attached hereto as Exhibit B and is incorporated by reference in its entirety into this Item 4.

Except as described herein, none of the Reporting Persons nor, to their best knowledge, the persons set forth on Schedule A and Schedule B above, have present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, although the Reporting Persons and the persons set forth on Schedule A and Schedule B reserve the right to develop such plans or proposals.

Item 5. Interest in Securities of the Issuer

The information set forth in Item 4 is hereby incorporated by reference in its entirety into this Item 5.

(a) — (b) Datang may be deemed to have (i) beneficial ownership and (ii) shared power with HKCo to vote or direct to vote, and shared power with HKCo to dispose or direct disposition of, 5,227,132,761 shares of Common Stock, representing 19.1% of the outstanding Common Stock. Datang may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer because HKCo, the record owner of the Common Stock, is Datang’s wholly-owned subsidiary.

HKCo may be deemed to have (i) beneficial ownership and (ii) shared power with Datang to vote or direct to vote, and shared power with Datang to dispose or direct disposition of, 5,227,132,761 shares of Common Stock, representing 19.1% of the outstanding Common Stock. HKCo may be deemed to be the beneficial owner of the shares of Common Stock of the Issuer because HKCo is the record owner of the Common Stock.

The foregoing percentage is calculated based on 25,793,035,903 shares of Common Stock of the Issuer outstanding as of September 30, 2010, as reported in the Issuer’s current report on Form 6-K filed November 4, 2010 plus 1,528,038,461 new shares issued on November 16, 2010, as reported in this Schedule 13D.

Chen Shanzhi and Gao Yonggang, as non-executive directors of the Issuer, each owns stock options granted to him under the Issuer’s stock option plan adopted on March 18, 2004, to acquire 3,145,319 shares of Common Stock of the Issuer.

(c) Other than the purchase of shares of Common Stock as described in Item 4, none of the Reporting Persons nor, to their best knowledge, any of the persons set forth on Schedule A and Schedule B above, has effected any transaction in Common Stock during the past sixty (60) days.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D.

(e) Not applicable.


Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth, or incorporated by reference, in Items 3 through 5 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6.

To the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

Item 7. Material to be Filed as Exhibits


Exh. No.		Document

A		Share Purchase Agreement, dated November 6, 2008, by and between Semiconductor Manufacturing International Corporation and Datang Telecom Technology & Industry Holdings Co., Ltd. with respect to the acquisition of 3,699,094,300 shares of Common Stock (incorporated by reference to the Issuer’s current report on Form 6-K filed November 17, 2008.)

B		Subscription Agreement, dated November 16, 2010, by and between Semiconductor Manufacturing International Corporation and Datang Telecom Technology & Industry Holdings Co., Ltd. with respect to the acquisition of 1,528,038,461 shares of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Statement is true, complete and correct.

DATED: November 26, 2010


Datang Telecom Technology & Industry Holdings Co., Ltd.

By:	/s/ Gao Yonggang

	Name:	Gao Yonggang
	Title:	Director & Senior Vice President

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Statement is true, complete and correct.

DATED: November 26, 2010


Datang Holdings (Hongkong) Investment Company Limited

By:	/s/ Zhen Caiji

	Name:	Zhen Caiji
	Title:	Director

EX-99.B 2 c09020exv99wb.htm EXHIBIT B Exhibit B

Exhibit B

Dated 16 August 2010

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

and

DATANG TELECOM TECHNOLOGY & INDUSTRY HOLDINGS CO., LTD.

Subscription Agreement
relating to 1,528,038,461 shares of
Semiconductor Manufacturing International Corporation

Slaughter and May
47^th Floor
Jardine House
One Connaught Place
Central, Hong Kong
BKPY/VHCC/SSNW
(HK101720066_20.doc)

THIS AGREEMENT is made on 16 August 2010

BETWEEN:

(1)

Semiconductor Manufacturing International Corporation, a company incorporated in the Cayman Islands whose principal place of business in Hong Kong is at Suite 3003, 30th Floor, No. 9 Queen’s Road Central, Hong Kong (the “Company”); and

(2)

Datang Telecom Technology & Industry Holdings Co., Ltd., a company incorporated under the laws of the People’s Republic of China whose registered office is at No. 40 Xueyuan Road, 100083, Beijing, the People’s Republic of China (the “Subscriber”).

WHEREAS:

(A)

The Company is incorporated with limited liability under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and has an authorised share capital of US$20,000,000 divided into 50,000,000,000 shares of US$0.0004 each of which 24,270,124,890 Shares have been issued and are fully paid and all of which are listed on the Stock Exchange.

(B)

The Company has entered into the Placing Agreement with the Placing Agents in respect of the Placing.

(C)

Pursuant to the Datang Share Purchase Agreement, if the Company proposes to issue new Shares, the Subscriber has a right of pre-emption to subscribe for a pro rata portion of Shares, being the Pre-emptive Shares, which is equivalent to such number of Shares as will result in its percentage shareholding in the Company not being diluted by such placing. The Company has notified the Subscriber in writing by way of an issue notice specifying the numbers and type of securities to be offered and the Subscription Price of the proposed offer (the “Issue Notice”). Upon receipt of the Issue Notice, the Subscriber has written to the Company to exercise its right of pre-emption to subscribe for the Pre-Emptive Shares.

(D)

The Subscriber and the Company have agreed that the Company shall issue and the Subscriber shall subscribe for the Subscription Shares on and subject to the terms and conditions of this Agreement and on and subject to substantially the same terms as that of the Placing Agreement.

(E)

The Subscription Shares will be issued and allotted under the Special Mandate to be obtained from the Independent Shareholders at the EGM.

NOW IT IS HEREBY AGREED as follows:

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement (including the recitals of this agreement), terms used and/or defined in the Placing Agreement shall have the same meaning, when used herein unless specifically provided below:

(A)

the following expressions shall have the following meanings:

“Amendment Letter” means the amendment letter executed by the Company and Datang on 8 July 2010;

“Announcement” means the announcement dated on or around the date hereof proposed to be issued by the Company in connection with this Agreement;

“Business Day” means any day (excluding Saturday, Sundays and public holidays in Hong Kong) on which banks generally are open for business in Hong Kong;

“Company’s solicitors” means Slaughter and May, whose office is at 47th Floor, Jardine House, One Connaught Place, Central, Hong Kong

“Conditions” means the conditions set out in Clause 3.1;

“Completion” means completion of the allotment and issue of the Subscription Shares under this Agreement;

“Datang Share Purchase Agreement” means the share purchase agreement dated 6 November 2008 relating to the sale and purchase of an aggregate of 3,699,094,300 shares of the Company;

“Directors” means the director(s) of the Company;

“EGM” means the extraordinary general meeting of the Company proposed to be held to approve, among other things, this Subscription Agreement, the Special Mandate and the Amendment Letter;

“Further Shares” means 1,258,307,617 further new Shares, representing such number of further new Shares which is arrived at by dividing the amount of US$102,000,000 by the Subscription Price and deducting therefrom the number of Pre-emptive Shares, rounded down to the nearest whole number, allotted and issued pursuant to the terms of this Agreement;

“Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

“Placing” means the placing by the Placing Agents of the Placing Shares on the terms and conditions of the Placing Agreement;

“Placing Agents” means J.P. Morgan Securities (Asia Pacific) Limited and The Royal bank of Scotland N.V., Hong Kong;

“Placing Agreement” means an agreement dated 8 July 2010 entered into between the Company and the Placing Agents in respect of the Placing;

“Placing Shares” means 1,500,000,000 new Shares issued and allotted by the Company under the Placing Agreement;

“PRC” means the People’s Republic of China;

“Pre-emptive Shares” means 269,730,844 new Shares allotted and issued pursuant to the terms of this Agreement;

“SFC” means the Securities and Futures Commission;

“Shares” means the ordinary shares of the Company with a par value of US$0.0004 per share;

“Special Mandate” means the authority granted to the Directors to allot and issue the Subscription Shares under the this Agreement;

“Stock Exchange” means The Stock Exchange of Hong Kong Limited;

“Subscription Price” means HK$0.52 per Share, equivalent to the price at which the Placing Shares are issued;

“Subscription Shares” means the Pre-emptive Shares and the Further Shares; and

“US$” or “USD” means United States dollars, the lawful currency of the United States of America.

(B)

reference to Clauses are to clauses of this Agreement;

(C)

words importing the singular include the plural and vice versa, words importing a gender include every gender and references to persons include bodies corporate and unincorporate; and

(D)

in this Agreement, any reference to a document in the “agreed form” is to a form of the relevant document which is in form and substance satisfactory to the parties.

1.2

Headings are for convenience only and shall not affect the construction of this Agreement.

SUBSCRIPTION

2.1

The Subscriber shall as principal subscribe for, and the Company shall issue, the Subscription Shares fully paid at the Subscription Price together with SFC transaction levy and Stock Exchange trading fee (if applicable) and free from all liens, charges, security interests, encumbrances and adverse claims. All payments made to the Company shall be paid in USD. The total consideration for the sale of the Subscription Shares shall be the payment by the Purchaser of the sum of US$102,000,000. Of this sum, approximately US$18,005,140 shall be allocated to the Pre-emptive Shares and the remainder to the Further Shares.

2.2

The Subscription Shares, when fully paid, shall rank pari passu in all respects with the Shares in issue at the date of allotment and issue.

CONDITIONS

3.1

Completion of this Agreement is conditional on:

(A)

the Listing Committee of Stock Exchange granting listing of and permission to deal in all of the Subscription Shares;

(B)

the passing by the independent shareholders of the Company of a resolution to approve the allotment and issue of the Subscription Shares to the Subscriber on the terms and conditions and the other arrangements contemplated by this Agreement and the grant of the Special Mandate in order to comply with the Listing Rules; and

(C)

in relation to Datang, all necessary shareholder, PRC governmental and regulatory approvals and consents being obtained, to the satisfaction of the Company, including (but not limited to) the following:

(i)

approval from the National Development and Reform Commission in relation to the subscription of Shares in the Company;

(ii)

approval from the Ministry of Finance in relation to the increase in shareholding in the Company;

(iii)

approval from the State Administration of Foreign Exchange in relation to Datang’s direct investment in the Company’s Shares as overseas securities.

3.2

The Company undertakes to use reasonable endeavours to procure the fulfilment of the conditions referred to in Clause 3.1(A) and (B) as soon as is reasonably practicable and will inform the Subscriber promptly following the fulfilment of such conditions.

3.3

The Subscriber undertakes to use reasonable endeavours to procure the fulfilment of the conditions referred to in Clause 3.1(C) as soon as is reasonably practicable and will inform the Company promptly following the fulfilment of such condition;

3.4

In the event that the Conditions are not fulfilled within three (3) months after the date of the Placing Agreement (or such later date as may be agreed between the parties and subject to compliance with the Listing Rules, then this Agreement and all rights and obligations hereunder will cease and terminate and none of the parties shall have any claim against the other for costs, damages, compensation or otherwise (save in respect of any antecedent breach hereunder and save for the provisions of Clause 7, 9, 10, 11 and 12).

COMPLETION

4.1

Completion shall take place at the offices of Slaughter and May, 47th Floor, Jardine House, One Connaught Place, Central, Hong Kong at a time to be fixed between the parties and in any event no later than a date falling three (3) months after the date of this Agreement (or such other time or date as the Subscriber and the Company may agree in writing and subject to compliance with the Listing Rules).

4.2

At Completion:

(A)

the Subscriber shall:

(i)

make or procure to make payment (for value on the date of Completion) to the Company of the aggregate amount of the Subscription Price for the Subscription Shares, which shall constitute a complete discharge of the Subscriber’s obligations in respect thereof;

(ii)

deliver to the Company or the Company’s solicitors a certified copy of each of the following:

(1)

approval from the National Development and Reform Commission in relation to the subscription of Shares in the Company;

(2)

approval from the Ministry of Finance in relation to the increase in shareholding in the Company;

(3)

approval from the State Administration of Foreign Exchange in relation to Datang’s direct investment in the Company’s Shares as overseas securities; and

(4)

such other documents as the Company shall reasonably request prior to the date of Completion; and

(B)

the Company shall allot and issue the Subscription Shares to the Subscriber and shall promptly thereafter register the Subscriber as a member in respect of the Subscription Shares, and shall cause to be delivered to the Subscriber (or as it may direct) a definitive certificate of title in respect thereof.

THE PLACING ANNOUNCEMENT

The parties hereby authorise the release for publication of the Announcement immediately following signing of this Agreement subject to compliance with the Listing Rules.

REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS

6.1

The Company hereby represents and warrants to the Subscriber that:

(A)

subject to the condition set out at clause 3.1(B) above being satisfied, it has full power, authority and capacity to allot and issue the Subscription Shares pursuant to this Agreement under the memorandum of association and articles of association of the Company and the directors of the Company have full power and authority to effect such allotment, all other authorisations, approvals, consents and licences required in order to issue the Subscription Shares and enter into this Agreement by the Company have been obtained and remain in full force and effect; and

(B)

this Agreement constitute legal, valid and binding obligations of the Company enforceable in accordance with its terms.

6.2

The Subscriber hereby:

(A)

represents and warrants to the Company that, subject to the condition set out at clause 3.1 (C) above being satisfied, it has full power, authority and capacity under its constitutional documents and applicable law, and all authorisations, approvals, consents and licenses required by it (if any) have been unconditionally obtained and are in full force and effect, to permit it to enter into and perform its obligations under this Agreement; and

(B)

undertakes to accept the Subscription Shares subject to the memorandum of association and articles of association of the Company.

COSTS AND EXPENSES

Save as otherwise provided herein, each of the parties to this Agreement will bear its own costs and expenses incurred in relation to the preparation of this Agreement and the subscription of, the Subscription Shares.

TIME OF THE ESSENCE

Time will be of the essence in this Agreement.

ANNOUNCEMENTS

Save as otherwise required by the Stock Exchange, none of the parties shall make any public announcement or communication relating to this Agreement or the matters contained herein other than the Announcement in without the prior written approval of the other party to this Agreement.

10.

NOTICES

10.1

All notices delivered hereunder shall be in writing in the English language and shall be communicated to the following addresses:


If to the Subscriber to:

Address:		Datang Telecom Technology & Industry Holdings Limited

		No. 40 Xueyuan Road, 100083, Beijing

Facsimile:		+86 10 6230 1140

Attention:		Zheng Jinliang/Chen Shanzhi

If to the Company to:

Address:		Semiconductor Manufacturing International Corporation

		No. 18 Zhangjiang Road

		Pudong New Area

		Shanghai 201203

		The People’s Republic of China

Facsimile:		+86 21 3861 0000 (ext 18017)

Attention:		Barry Quan

10.2

Any such notice shall be served either by hand or by facsimile. Any notice shall be deemed to have been served, if served by hand, when delivered and if sent by facsimile, on receipt of confirmation of transmission. Any notice received on a day which is not a business day shall be deemed to be received on the next business day.

11.

COUNTERPARTS

11.1

This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

11.2

Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.

12.

ILLEGALITY, INVALIDITY AND UNENFORCEABILITY

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

13.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and each of the parties hereto submits to the non-exclusive jurisdiction of the Hong Kong courts in respect thereof.

IN WITNESS whereof this Agreement has been entered into the day and year first above written.


SIGNED by			)
/s/ Barry Quan			)
/s/ Charles Yip			)
duly authorised for and on behalf of			)
Semiconductor Manufacturing International Corporation			) )
in the presence of			)


SIGNED by			)
/s/ Gao Yonggang			)
duly authorised for and on behalf of			)
Datang Telecom Technology & Industry Holdings Co., Ltd.			) )
in the presence of			)

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