SMIC: Hong Kong Stock Announcement: Grant of Restricted Stock Units
DATE:  Apr 02 2025

The accuracy or completeness of the announcement is not stated and it is expressly disclaimed that it shall not be liable for any loss arising from or in reliance on the whole or any part of the contents of this announcement.

SEMICONDUCTOR MANUFACTURING INTERNATIONAL

CORPORATION

Semiconductor Manufacturing International Corporation (SMIC)*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00981)

Grant of restricted stock units

The Board announced that on 1 April 2025, the Company granted 2,876,943 restricted stock units to 434 grantees under the 2024 Share Award Scheme. Each RSUs granted represent the right to receive one Hong Kong Share on its vesting date. Details of the grant of restricted stock units are as follows:

Award Date: 1 April 2025

Number of grantees: 434 in total

Number of Grants: (1) 273,503 restricted stock units granted to directors and joint chief executive officers

Officer, the details are as follows:

Name Position Restricted Shares Granted

Number of ticket units

(Hong Kong shares)

Dr. Liu Xunfeng Chairman and Executive Director 124,377

Dr. Haijun Zhao Co-CEO 74,563

Dr. Liang Mengsong Co-CEO 74,563

(2) 2,603,440 restricted stock units were granted to 431 grantees (inclusive).

Group senior management (who are not directors or top executives of the Company) and employees)

Grant Consideration: HK$0.031 per restricted share unit

Purchase Price: None

Closing price of Hong Kong Shares on the grant date: HK$44.30 per Hong Kong Share

Vesting Period: (1) The grantee is a director

The vesting period of the restricted stock units granted to Dr. Liu Xunfeng is as follows:

(i) 62,189 restricted stock units vesting immediately on the grant date;

(ii) 37,313 restricted stock units will vest on April 1, 2026;

and

(iii) 24,875 restricted stock units will vest on April 1, 2027.

Some of the restricted stock units granted to Dr. Liu Xunfeng have a vesting period of less than 12

month, as such awards form part of its remuneration package for 2024, and such

The award is subject to the achievement of the relevant performance targets for 2024 and these conditions are herein

The announcement date has been reached. The Remuneration Committee has approved the arrangements and considers them to be insurable

Retaining and incentivizing relevant grantees to contribute to the company's growth and profits, in line with 2024

Purpose and terms of the annual share award scheme.

(2) The grantee is the Co-Chief Executive Officer

The vesting period of restricted stock units granted to the 2 Co-CEOs is as follows

Under:

(i) 74,564 restricted stock units vesting immediately on the grant date;

(ii) 44,738 restricted stock units will vest on April 1, 2026;

and

(iii) 29,824 restricted stock units will vest on April 1, 2027.

The vesting period of some of the restricted stock units granted to the two co-CEOs is small

for 12 months, as the awards form part of its remuneration package for 2024,

and such awards are subject to the achievement of the relevant performance targets in 2024, such provisions

as of the date of this announcement. The Remuneration Committee has approved the arrangements and is of the view that:

Relevant grantees can be retained and incentivized to contribute to the company's growth and profits

Consistent with the objectives and terms of the 2024 Share Award Scheme.

(3) Other grantees

The vesting period of restricted stock units granted to the other 431 grantees is as follows:

(i) 1,301,819 restricted stock units vesting immediately on the grant date;

(ii) 781,055 restricted stock units will vest on April 1, 2026;

and

(iii) 520,566 restricted stock units will vest on April 1, 2027.

Some of the restricted stock units granted to the 431 grantees had fewer than 12 vesting periods

month, as such awards form part of its remuneration package for 2024, and such

The award is subject to the achievement of the relevant performance targets for 2024 and these conditions are herein

The announcement date has been reached. The Remuneration Committee has approved the arrangements and considers them to be insurable

Retain and motivate relevant grantees (including senior management and other employees of the Group

member) to contribute to the company's growth and profits, in line with the 2024 Share Award Scheme

Purpose and Terms.

Performance Objectives: The grant of restricted stock units must be achieved on a corporate and individual basis for performance metrics

certain objectives are conditioned, including but not limited to revenue, profit and project completion

situation and other indicators. Targets can be presented on an absolute and/or relative basis.

Clawback Mechanism: Units that do not vest in restricted shares will automatically expire immediately in the following cases

Including but not limited to:

(i) the Grantee terminates the employment or services of the Group for whatever reason,

Except for special circumstances such as retirement, death, disability and other circumstances of the grantee;

and (ii) the Attributable Unvested Award Department due to non-compliance with certain vesting conditions

Divide; or

(iii) Attributable unattributable awards resulting from penalties imposed by the Group for violations of rules and disciplines

Incentive part.

The grant of restricted share units will entitle the grantee to subscribe for a total of 2,876,943 New Hong Kong shares, representing approximately 0.04% of the issued shares of the Company as at the date of this announcement.

The grant of restricted share units to the Directors and the Chief Executive has been approved by the Independent Non-Executive Directors pursuant to Rule 17.04(1) of the Hong Kong Listing Rules

Permit.

Having made all reasonable enquiries, to the best of the Directors' knowledge, knowledge and belief, none of the Grantees is (i) a Participant who has been granted and will be granted Options and Awards in excess of the 1% Individual Limit under Rule 17.03D of the Hong Kong Listing Rules; or (ii) an associated entity, participant or service provider whose options and awards are and will be granted in excess of 0.1% of the total issued shares in any 12-month period.

Issuance of new shares pursuant to the granted restricted stock units

The restricted share units granted will issue Hong Kong shares in accordance with the 2024 share award scheme approved by the Company at its annual general meeting on 28 June 2023. 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 fulfilment of all other conditions of the 2024 Share Award Scheme.

Rationale and benefits for granting restricted stock units

The grant of restricted share units is part of the remuneration system of the Company, the purpose of which is to closely integrate the interests of shareholders, the Company and its employees to achieve benefit sharing and risk sharing, so as to recognize the contributions made by the Directors and employees of the Group; and provide sufficient incentives to attract and motivate the grantee to continue to stay in the Company, work hard for the future development of the Group, and further benefit the grantee by further aligning with the

The company aligns itself to enhance shareholder value.

In addition, the Company will not cause significant cash outflows as a result of the grant of restricted stock units. In this regard, the Directors, including the Independent Non-Executive Directors, are of the view that the terms of the grant of RSUs are fair and reasonable and in the interests of the Company and the shareholders as a whole.

The number of Hong Kong shares 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 Shares. Following the grant of restricted share units, the number of Hong Kong shares that can be granted in the future is 585,456,903 shares.

paraphrase

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

"2024 Share Award Scheme" means the Company's shareholders' annual meeting held on 28 June 2023 by the Company

The resolution passed at the General Assembly adopted the 2024 share award plan, which is in its own direction

It will take effect on 10 November 2023 after registration with the State Administration of Foreign Exchange of the People's Republic of China

"Board" means the Board of Directors

"Chairman" means the Chairman of the Board

"Company" means Semiconductor Manufacturing International Corporation (C. II).

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

Listed on the Science and Technology Innovation Board

"Remuneration Committee" means the Remuneration Committee of the Board

"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

"SEHK" means The Stock Exchange of Hong Kong Limited

"China" means the People's Republic of China

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

"Shareholder" means the holder of shares

"Shares" means any Shares in the share capital of the Company with a par value of US$0.004

"U.S. Dollar" means the U.S. dollar, the legal tender of the United States of America

"%" means the percentage

Undertake the orders of the board of directors

Semiconductor Manufacturing International Corporation (SMIC).

Company Secretary / Secretary of the Board of Directors

Guo Guangli

Shanghai, China, April 1, 2025

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

Executive Director

Liu Xunfeng

Non-Executive Director

Lu Guoqing

Chen Shanzhi

Yang Lumin

Yellow Mountaineering

Independent Non-Executive Director

Fan Renda

Liu ming

Wu Hanming

Chen Xinyuan

* For identification purposes only

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