UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  2 )*

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

(CUSIP Number)

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

(Date of Event Which Requires Filing of this Amendment)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Amendment, 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

¹ Pursuant to the Share Subscription Agreement (as defined below), the 3,605,890,530 Ordinary Shares (as defined below) were issued upon the conversion of the 360,589,053 convertible preferred shares as reported in the Schedule 13D filed by the Reporting Persons on June 13, 2011 (the “Original Schedule 13D”). The 3,919,328,119 shares also include 313,437,589 shares issuable upon exercise of the conversion option described below pursuant to the Bond Subscription Agreement.

² This calculation is rounded to the nearest tenth and is based on 32,228,275,182 ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”) of the Issuer outstanding as of May 13, 2014, as reported on the Next Day Disclosure Return of the Issuer dated May 13, 2014 published on the Hong Kong Stock Exchange, plus 313,437,589 shares issuable upon exercise of the conversion option which are deemed to be outstanding for the purpose of computing the percentage of the class held by the Reporting Persons.

CUSIP No. 81663 N206

³ Pursuant to the Share Subscription Agreement (as defined below), the 3,605,890,530 Ordinary Shares issued upon the conversion of the 360,589,053 convertible preferred shares as reported in the Original Schedule 13D. The 3,919,328,119 shares also includes 313,437,589 shares issuable upon exercise of the conversion option described below pursuant to the Bond Subscription Agreement.

⁴ This calculation is rounded to the nearest tenth and is based on 32,228,275,182 Ordinary Shares of the Issuer outstanding as of May 13, 2014, as reported on the Next Day Disclosure Return of the Issuer dated May 13, 2014 published on the Hong Kong Stock Exchange, plus 313,437,589 shares issuable upon exercise of the conversion option which are deemed to be outstanding for the purpose of computing the percentage of the class held by the Reporting Persons.

CUSIP No. 81663 N206

⁵ Pursuant to the Share Subscription Agreement (as defined below), the 3,605,890,530 Ordinary Shares issued upon the conversion of the 360,589,053 convertible preferred shares as reported in the Original Schedule 13D. The 3,919,328,119 shares also includes 313,437,589 shares issuable upon exercise of the conversion option described below pursuant to the Bond Subscription Agreement.

⁶ This calculation is rounded to the nearest tenth and is based on 32,228,275,182 Ordinary Shares of the Issuer outstanding as of May 13, 2014, as reported on the Next Day Disclosure Return of the Issuer dated May 13, 2014 published on the Hong Kong Stock Exchange, plus 313,437,589 shares issuable upon exercise of the conversion option which are deemed to be outstanding for the purpose of computing the percentage of the class held by the Reporting Persons.

Item 1. Security and Issuer

This Amendment No.2 (this “Amendment”) amends the Amendment No.1 to the Original Schedule 13D with respect to the ordinary shares, par value US$0.0004 per share (the “Ordinary Shares”), 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. Unless otherwise stated herein or in the Amendment No.1 to the Original Schedule 13D, the Original Schedule 13D remains in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original Schedule 13D and the Amendment No.1 to the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

The subscription amount for the Bonds convertible into 313,437,589 shares was US$32.2 million. The funds were provided by the working capital of Country Hill.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented as follows:

On April 18, 2011, the Issuer and Country Hill entered into a share subscription agreement (the “Share Subscription Agreement”), pursuant to which the Issuer issued to Country Hill, and Country Hill subscribed for, on June 3, 2011, 360,589,053 initial convertible preferred shares and warrants to subscribe for an additional 72,117,810 convertible preferred shares of the Issuer. Pursuant to the Share Subscription Agreement, the convertible preferred shares were mandatorily converted into Ordinary Shares at the applicable conversion rate on June 3, 2012. In addition, pursuant to the Share Subscription Agreement, Country Hill has a pre-emptive right to subscribe for a pro rata portion of such new securities being issued equivalent to the percentage of the issued share capital of the Company owned by Country Hill immediately prior to the issue of such new securities. The Share Subscription Agreement is described in and attached hereto as Exhibit 1.

Pursuant to the Share Subscription Agreement, the Issuer and Country Hill entered into a warrant agreement dated June 3, 2011 (the “Warrant Agreement”), pursuant to which the Issuer issued and delivered to Country Hill on June 3, 2011 warrants to subscribe for 72,117,810 convertible preferred shares. Pursuant to the Warrant Agreement, the warrants terminated and became void as of the date falling 12 months after the date of the issuance of the warrants, or June 3, 2012.

On October 24, 2013, the Issuer, J.P. Morgan Securities plc and Deutsche Bank AG, Hong Kong Branch (the "Joint Managers") entered into a bond subscription agreement (the "Bond Subscription Agreement") for zero coupon convertible bonds due 2018 in an aggregate principal amount of US$200 million (the "Bonds"). The Bonds will be convertible at the option of the holder into fully paid ordinary shares of the Issuer at an initial conversion price of HK$0.7965 per share. The Issuer notified Country Hill by written notice on October 25, 2013 of the proposed issuance of the Bonds, and Country Hill delivered an irrevocable notice on November 7, 2013 to the Company to exercise its pre-emptive right under the Share Subscription Agreement to subscribe for the Bonds, which will be consolidated and form a single series with the Bonds. Subsequently, on December 18, 2013, the Issuer entered into a subscription agreement with Country Hill (the "Country Hill Subscription Agreement"), pursuant to which the Issuer will issue bonds to be consolidated and form a single series with the Bonds to Country Hill for a subscription amount of US$32.2 million. This issuance of, and subscription for, the Bonds under the Country Hill Subscription Agreement is conditional on the obtaining of the approval of the independent shareholders of the Company, which was obtained on February 17, 2014. Further to obtaining independent shareholder approval, the closing for the Bonds issued and subscribed for by Country Hill under its pre-emptive right took place on May 29, 2014.

Assuming full exercise of the conversion option and without adjustment to the conversion price, 313,437,589 shares would be issuable upon Country Hill's exercise of the conversion option. The Country Hill Subscription Agreement is attached hereto as Exhibit 2.

All descriptions of the Share Subscription Agreement and the Country Hill Subscription Agreement are subject to and qualified in their entirety by reference to the complete text of such documents, which have been filed as exhibits to this Amendment or incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended in its entirety as follows:

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

(a) — (b) CIC, by virtue of being the parent of CIC International Co., Ltd. (“CIC International”), which is the parent of Bridge Hill, may be deemed to have (i) beneficial ownership and (ii) shared power with Bridge Hill and Country Hill to vote or direct the vote of, and shared power with Bridge Hill and Country Hill to dispose or direct disposition of, 3,919,328,119 Ordinary Shares, representing 12.0% of the outstanding Ordinary Shares. CIC, by virtue of being the parent of CIC International, which is the parent of Country Hill, may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer.

Bridge Hill may be deemed to have (i) beneficial ownership and (ii) shared power with CIC and Country Hill to vote or direct the vote of, and shared power with CIC and Country Hill to dispose or direct disposition of, 3,919,328,119 Ordinary Shares, representing 12.0% of the outstanding Ordinary Shares. Bridge Hill may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer because Country Hill, the record owner of the Ordinary Shares, is Bridge Hill’s wholly-owned subsidiary.

Country Hill may be deemed to have (i) beneficial ownership and (ii) shared power with CIC and Bridge Hill to vote or direct the vote of, and shared power with CIC and Bridge Hill to dispose or direct disposition of, 3,919,328,119 Ordinary Shares, representing 12.0% of the outstanding Ordinary Shares. Country Hill may be deemed to be the beneficial owner of the Ordinary Shares of the Issuer because Country Hill is the record owner of the Ordinary Shares.

The foregoing percentage is based on 32,228,275,182 Ordinary Shares of the Issuer outstanding as of May 13, 2014, as reported on the Next Day Disclosure Return of the Issuer dated May 13, 2014 published on the Hong Kong Stock Exchange, plus 313,437,589 shares issuable upon exercise of the conversion option which are deemed to be outstanding for the purpose of computing the percentage of the class held by the Reporting Persons.

(c) None of the Reporting Persons nor, to their best knowledge, any of the persons set forth on Schedule A below, has effected any transaction in the Ordinary Shares of the Issuer during the past sixty (60) days.

(d) Not applicable.

(e) Not applicable.

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

Item 6 is hereby supplemented as follows:

The information set forth, or incorporated by reference, in Items 4 and 5 of this Amendment and the Exhibits is hereby incorporated by reference in their entirety into this Item 6.

Item 7. Material to be Filed as Exhibits

SIGNATURE

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

DATED: May 29, 2014

SIGNATURE

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

DATED: May 29, 2014

SIGNATURE

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

DATED: May 29, 2014

Schedule A

Officers and Directors of China Investment Corporation

The following table sets forth the name, position with China Investment Corporation (“CIC”) and present principal occupation of each director and executive officer of CIC. Unless otherwise indicated below, the business address of each such person is New Poly Plaza, No.1 Chaoyangmen Beidajie, Dongcheng District, Beijing, 100010, People’s Republic of China, and each such person is a citizen of the People's Republic of China.

Director of Bridge Hill Investments Limited

The following table sets forth the name, position with Bridge Hill and present principal occupation of the director of Bridge Hill. The business address of the director is INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands KY1-9005, and the director is a citizen of the People's Republic of China.

Director of Country Hill Limited

The following table sets forth the name, position with Country Hill Limited and present principal occupation of the director of Country Hill Limited. The business address of the director is INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands KY1-9005, and the director is a citizen of the People's Republic of China.

Exhibit 2

EXECUTION VERSION

December 18, 2013

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

and

COUNTRY HILL LIMITED

SUBSCRIPTION AGREEMENT

relating to the exercise of pre-emptive right in connection with the issue of

US$200,000,000 Zero Coupon Convertible Bonds due 2018

convertible into ordinary shares of Semiconductor Manufacturing International Corporation

Slaughter and May
47th Floor
Jardine House
One Connaught Place
Central, Hong Kong
BKPY/BRD
(102005814)

Table of Contents

THIS SUBSCRIPTION AGREEMENT is made on December _____, 2013, BETWEEN:

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION (the “Issuer” or the “Company”); and

COUNTRY HILL LIMITED (the “Subscriber”).

WHEREAS:

“Announcements” means the First Announcement and the Second Announcement;

“business day” means a day on which banks are open for business in London, New York City, Singapore and Hong Kong;

“Company Information” has the meaning given to it in Clause 4.1.9;

“First Announcement” means the announcement dated 24 October 2013 issued by the Company regarding the potential exercise of pre-emptive rights by Datang Holdings (Hongkong) Investment Company Limited (“Datang”) and Country Hill Limited (“CHL”);

“Material Adverse Effect” has the meaning given to it in Clause 4.1.18; and

“Second Announcement” means the announcement dated 24 October 2013 in relation to the offering of the Bonds issued by the Company pursuant to the requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”).

Subscription: The Subscriber agrees to subscribe and pay for the Subscription Bonds at the Issue Price on the Closing Date on the terms of this Agreement. The Subscriber shall subscribe for an amount of US$32,200,000.

in each case except for such defects in title, lack of approvals or lack of leases

which would individually or in the aggregate have a Material Adverse Effect;

(ii)

there are no other or similar arrangements approved by the Board of Directors of the Issuer or a general meeting of shareholders of the Issuer providing for the issue or purchase of Shares or the subscription for Shares;

is or has been in violation of or subject to an investigation relating to any Sanctions; and neither the Issuer, the Guarantor nor any member of the Group will directly or indirectly use the proceeds of the offering of the Bonds hereunder, or lend, contribute or otherwise make available all or part of such proceeds to any subsidiary, joint venture partner or other Person, for the purpose of financing the activities of or business with any Person currently subject to any Sanctions or operating in any country or territory that is the subject of Sanctions where such operations are in violation of such Sanctions or in any other manner that would result in a violation by any Person (including any Person participating in the offering, whether as underwriter, adviser, investor or otherwise) of Sanctions;

Loss shall include (without limitation) all Losses which an Indemnified Person may incur in investigating, preparing, disputing or defending, or providing evidence in connection with, any litigation, claim, action, proceeding, investigation, demand, judgment or award (each a “Claim”) (whether or not the Indemnified Person is an actual or potential party to such Claim) or in establishing any Claim or mitigating any Loss on its part or otherwise enforcing its rights under this Clause 4.3, which shall be additional and without prejudice to any rights which the Indemnified Person may have at common law or otherwise.

The Issuer undertakes with the Subscriber that:

The representations, warranties, agreements, undertakings and indemnities in this Agreement shall continue in full force and effect despite completion of the arrangements for the subscription and issue of the Subscription Bonds or any investigation made by or on behalf of the Subscribers.

Addresses: Any communication shall be given by letter, fax or telephone in the case of notices to the Issuer, to it at:

No. 18 Zhangjiang Road 

Pudong New Area 

Shanghai 201203 

The People’s Republic of China 

Fax no.: +86 21 3861 0000 (ext. 18017)
Attention: Barry Quan

and in the case of notices from the Issuer, to the Subscriber at:

6/F, New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng District
Beijing 100010
The People's Republic of China
Fax no.: +86 10 6408 6282
Attention: Jing Xu / Kai Qu

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

This Agreement has been entered into on the date stated at the beginning.

SCHEDULE 1
TERMS AND CONDITIONS

SCHEDULE 2

FORM OF CERTIFICATE CONFIRMING NO MATERIAL ADVERSE CHANGE

[ON THE LETTERHEAD OF THE ISSUER]

To:

[●]

with a copy to:

[●]

[Date] 2013

Dear Sirs

SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$[●] ZERO COUPON CONVERTIBLE BONDS DUE 2018

Pursuant to the Subscription Agreement dated [●] 2013 (the “Agreement”) made between inter alios, (1) Semiconductor Manufacturing International Corporation (the “Issuer”) and (2) yourself as the Subscriber, I hereby confirm, on behalf of the Issuer, that as at today’s date (i) the representations and warranties of the Issuer set forth in the Agreement are true, accurate and correct in all material respects at, and as if made on, today’s date; (ii) the Issuer has performed all of its obligations under the Agreement to be performed on or before today’s date and (iii) there has been no material adverse change nor any development or event involving a prospective material adverse change in the assets and liabilities, financial position and performance, profits and losses and prospects of the Issuer or the Group since the audited consolidated financial statements of the Group dated 31 December 2012.

Yours faithfully

For and on behalf of

SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION