SMIC: Hong Kong Stock Announcement: Grant of Restricted Stock Units
DATE:  Jul 02 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the contents of this announcement, make no statement on its accuracy or completeness, and expressly state that they are not responsible for all or any part of the contents of this announcement. Any loss arising from or reliance on such content.

SEMICONDUCTOR MANUFACTURING INTERNATIONAL

CORPORATION

SMIC International Integrated Circuit Manufacturing Co., Ltd *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 981)

Grant of Restricted Stock Units

The Board of Directors announced that on July 1, 2024, the Company granted 47,008 restricted stock units under the 2024 Share Award Scheme to Dr. Fan Renda, an independent non-executive director ("Dr. Fan"). Each restricted share unit granted represents the right to receive one Hong Kong share on its vesting date.

Details of the grant of restricted stock units are as follows:

Grant Date: July 1, 2024

Number of grants: 47,008 restricted stock units

consideration granted: hk $0.031 per restricted share unit

Purchase Price: None

HK $17.12 per Hong Kong share on the trading day immediately preceding the date of grant

Hong Kong shares closing price:

Vesting Period: All of the 47,008 restricted stock units will vest on January 1, 2025.

The vesting period of all Restricted Stock Units granted to Dr. Fan is shorter than 12 months,

Because this grant forms part of their remuneration package and has been awarded to the Remuneration Committee.

The date of the grant would have been the date of the grant had it not been for a number of administrative reasons.

Earlier. The Compensation Committee considers that these arrangements can preserve and motivate Dr. Fan

Contribute to the Company's growth and profits, in line with the objectives of the 2024 Share Award Scheme.

and terms.

Performance objectives: The grant of restricted stock units shall be based on individual performance indicators.

including, but not limited to, participation in meetings as an independent non-executive director

indicators such as the situation and the performance of individual duties. Goals can be absolute and/or relative

Baseline Presentation.

Withdrawal mechanism: Unvested restricted stock units will automatically lapse immediately in the following circumstances.

Including but not limited:

(I) the relevant grantee's employment or services with the Group cease for any reason,

Except for special circumstances such as the grantor's retirement, death, disability, etc;

(ii) Attributable Unvested Incentive Division due to non-compliance with certain attribution conditions

; or

(iii) Attributable non-attributable awards resulting from penalties imposed by the Group for non-compliance

part.

The grant of restricted stock units will entitle Dr. Fan to subscribe for a total of 47,008 New Hong Kong Shares, representing approximately 0.0006 per cent of the Company's issued shares as at the date of this announcement.

The grant of restricted share units to Dr. Fan has been approved by the independent non-executive directors in accordance with Rule 17.04(1) of the Hong Kong Listing Rules, and he has abstained from voting on the resolution on the grant.

Having made all reasonable enquiries, to the best of the Directors' knowledge, information and belief, Dr. Fan is not (I) a participant who has been granted and will be granted options and awards in excess of the 1% personal limit under Rule 17.03D of the Hong Kong Listing Rules; or (ii) an affiliated entity participant or service provider whose options and awards have been and will be granted in any 12-month period in excess of 0.1 of the total issued shares.

Issue of new shares based on restricted stock units granted

The restricted share units granted this time will be issued pursuant to the special authorization granted by the shareholders to the directors at the Company's annual general meeting held on 28 June 2023, which involves the issuance of Hong Kong shares under the 2024 share award scheme. The Listing Committee of the Hong Kong Stock Exchange has previously approved the listing and trading of Hong Kong shares issued under the 2024 Share Award Scheme, subject to the completion of all other conditions of the 2024 Share Award Scheme.

Grounds and Benefits of Granting Restricted Stock Units

The granting of restricted stock units is part of the Company's remuneration system and is intended to recognize the contribution made by Dr. Fan; and to provide sufficient incentives to encourage Dr. Fan to make further contributions to the future development of the Group.

In this regard, the directors (including the independent non-executive directors) consider that the terms of the granting of restricted stock units are fair and reasonable and in the interests of the Company and the shareholders as a whole.

Number of Hong Kong stocks that can be granted in the future

The total number of New Hong Kong Shares that may be issued under the 2024 Share Award Scheme and other share schemes will not exceed 596,812,206. After the grant of restricted stock units, the number of Hong Kong shares that may be granted in the future is 588,065,714.

Interpretation

In this announcement, unless the context otherwise requires, the following words have the following meanings:

"2024 Share Award Scheme" means the Company's Annual Shareholders' Award pursuant to the Shareholders'

The 2024 Share Award Plan adopted by the resolution passed at the General Assembly, since its

Effective from November 10, 2023 after registration with the State Administration of Foreign Exchange of China

"Board" means the Board of Directors

"Company" means Semiconductor Manufacturing International Corporation (Medium

Core International Integrated Circuit Manufacturing Co., Ltd. *), a company registered in the Cayman Islands

A limited company established with shares on the Main Board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange.

ESCO Board Listing

"Remuneration Committee" means the Remuneration Committee of the Board of Directors

"Director" means a director of the Company

"Group" means the Company and its subsidiaries

"Hong Kong Dollar" means Hong Kong Dollar, the legal tender of Hong Kong

"Hong Kong" means the Hong Kong Special Administrative Region of China

"Hong Kong Listing Rules" means the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

"Hong Kong Shares" means ordinary shares listed on the Hong Kong Stock Exchange.

"Hong Kong Stock Exchange" means The Stock Exchange of Hong Kong Limited

"China" means the People's Republic of China

"Restricted Stock Units" means restricted stock units granted under the 2024 Share Award Scheme

"Shareholder" means the holder of shares

"Shares" means all classes of shares in the share capital of the Company and the rights attached to them to subscribe for or purchase the shares of the Company.

Warrants and other securities for the shares of the Company.

At the behest of the Board of Directors

SMIC International Integrated Circuit Manufacturing Co., Ltd.

Company Secretary/Board Secretary

Guo Guangli

Shanghai, China, July 1, 2024

As at the date of this announcement, the directors of the Company are:

Executive Director

Liu Xunfeng (Chairman)

Non-Executive Director

Lu Guoqing

Chen Shanzhi

Yang Lumin

Independent Non-Executive Director

Fan Renda

Liu Ming

Wu Hanming

* For identification only

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