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Semiconductor Manufacturing International Corporation

SMIC International Integrated Circuit Manufacturing Co., Ltd *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 981)

CONNICTED TRANSACTIONS

Grant of Restricted Stock Units

SMIC makes this announcement pursuant to Rule 17.06A of the Listing Rules.

Grant of Restricted Stock Units

The Board of Directors announced that on April 1, 2023, the Company granted 6,486,093 restrictions under the 2014 Share Salary Incentive Plan.

Stock units to 394 grantee. Of the 6,486,093 restricted stock units granted, a total of 937,889 restricted shares were granted.

Unit awarded 10 related grantee. Each restricted share unit granted represents the right to receive one Hong Kong share on its vesting date. There is no restriction on the vesting period of less than 12 months in the terms of the 2014 Share Pay Incentive Scheme.

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

Grant Date: April 1, 2023

Number of grantee: 394 grantee under restricted stock units granted

Number of restricted stock units granted: 937,889 restricted stock units granted to 10 related grantee

5,548,204 restricted stock units granted to 384 non-related grantee,

Includes senior management and employees of the Group

Restricted Stock Granted by a Related Grantee

Number of name units

(Hong Kong Shares)

Dr. Gao Yonggang Chairman and Executive Director 159,565

Professor Liu Zunyi Independent Non-Executive Director 92,500

Dr. Renda Fan Independent Non-Executive Director 92,500

Dr. Zhao Navy Co-CEO 159,565

Dr. Liang Mengsong Co-Chief Executive Officer 159,565

Dr. Wu Junfeng, Director of Subsidiary Company 46,482

Mr. Zhang Xin Director of Subsidiary Company 45,953

Mr. Peng Jin, Director of Subsidiary 61,062

Mr. Lin Xinfa Director of Subsidiaries 91,385

Dr. Wang Yong Director of Subsidiary 29,312

Purchase of restricted stock units granted HK $0.031

Price:

HK $18.60 per Hong Kong share on the trading day immediately preceding the date of grant

Hong Kong shares closing price:

Vesting period of restricted stock units: I) 2 independent non-executive director related grantee.

The grant to these 2 related granters is pending approval by the independent shareholders at the general meeting.

Quasi.

(I) 185,000 restricted stock units will vest on January 1, 2024

genus.

The vesting period of all restricted stock units granted to 2 related grantee is shorter

12 months, as this grant forms part of their remuneration package and has been granted.

The approval of the Remuneration Committee, so that, but for a number of administrative reasons, the Unit

The grant date will be earlier. The Remuneration Committee considers that these arrangements can be retained.

and incentivize directors to contribute to the company's growth and profits, in line with the 2014 share price.

Purpose of the Salary Incentive Scheme.

II) 8 non-independent non-executive director related grantor

The grant to these eight related grantors is pending approval by the independent shareholders at the general meeting.

Quasi.

(I) 376,447 restricted stock units on the date of approval by independent shareholders.

That is, vesting;

(ii) 225,870 Restricted Stock Units will vest on 1 April 2024

genus; and

(iii) 150,572 restricted stock units will be vested on April 1, 2025

genus.

The vesting period of some restricted stock units granted to 8 related grantee is shorter

12 months, as this grant forms part of its 2022 remuneration package,

and grants are subject to the achievement of the relevant performance targets for 2022, such conditions

made on the date of this announcement. The Remuneration Committee has approved these arrangements and is of the opinion that

The relevant grantee can be retained and incentivized to contribute to the company's growth and profits,

Conforms to the purpose of the 2014 Share Salary Incentive Scheme.

III) 382 non-connected grantee (including 5 of 7 new employees (note))

(I) 2,580,111 restricted stock units on grant of restricted stock units

The grant day is immediately vested;

(ii) 1,548,031 Restricted Stock Units will vest on 1 April 2024

genus; and

(iii) 1,031,892 Restricted Stock Units will vest on 1 April 2025

genus.

Vesting Period of Partial Restricted Stock Units Granted to 382 Non-Connected Grantors

shorter than 12 months, as this grant constitutes part of its 2022 remuneration package

points, and grants are subject to the achievement of the relevant performance targets for 2022, which are

The conditions were met on the date of this announcement. The Remuneration Committee has approved the High

Such arrangements for the granting of restricted stock units by level management and employees are considered to be

can retain and motivate the Group's senior management and employees to grow the company and

Contribution to profits, in line with the purpose of the 2014 Share Pay Incentive Scheme.

IV) 7 Non-connected Grantors (Note)

All 7 new employees of the Group are entitled to the grant according to the following vesting schedule

Restricted stock units given:

(I) 97,043 restricted stock units will be refunded on the first anniversary of new employees

genus;

(ii) 97,043 Restricted Stock Units will vest on the second anniversary;

(iii) 97,043 Restricted Stock Units will vest on the third anniversary; and

(iv) 97,041 Restricted Stock Units will vest on the Fourth Anniversary Day.

Partial restricted stock granted to 7 non-connected grantee who are new Group employees

The vesting period of the unit is shorter than 12 months and the Remuneration Committee has approved this arrangement

Loss of remuneration granted to new employees to replace their former employer and constitutes their

part of the remuneration package.

Note: There are seven new employees of the Group who are non-connected grantee and five of them are entitled

the vesting of its restricted stock units under the two vesting schedules in paragraphs III) and IV) above.

Performance objectives for restricted stock units: the granting of restricted stock units must be based on corporate and individual performance indicators.

based on a number of objectives, including but not limited to revenue, profit, project completion.

situation and other relevant indicators. Objectives can be based on absolute and/or relative bases.

quasi-listed.

Refund mechanism for restricted stock units: The main provisions of the refund mechanism are as follows:

Any unvested Restricted Stock Units will be returned by the Grantee and in the following

Such restricted stock units will automatically expire immediately, including but not limited

In:

(I) termination of employment or service with the Group for any reason, except with the approval of

except Hugh; or

(ii) Violation of discipline by the Group's internal penalties, or violation of national laws and regulations

and be investigated for criminal responsibility in accordance with the law.

The grant of Restricted Stock Units will entitle the Grantee to subscribe for a total of 6,486,093 New Hong Kong Shares, representing approximately 0.08 per cent of the issued shares of the Company as at the date of this announcement.

The grant of restricted stock units has been approved by the independent non-executive directors, each of whom has abstained from voting on the relevant resolution.

The connected grantee, after the vesting of all restricted stock units (and options, if applicable) granted to him in the 12 months preceding the date (including that date) on which the restricted stock units were granted, as a result of the grant of restricted stock units (and the grant of options, if applicable) issued and entitled to issue Hong Kong shares in excess of 1% of the issued shares of the Company on the date of grant of restricted stock units. In addition, it does not matter that the connected grantee has been issued and is entitled to issue Hong Kong Shares in excess of 0.1 per cent of the issued Shares of the Company on the date of grant of the Restricted Stock Units after the vesting of all Restricted Stock Units granted to it in the 12 months preceding (including) the date of grant of the Restricted Stock Units.

Issue of new shares based on grant of restricted stock units

The restricted stock units granted this time will be awarded to the directors according to the shareholders at the company's annual general meeting held on June 13, 2013.

The Company is specifically authorized to issue Hong Kong shares under the 2014 Share Salary Incentive Scheme. The Listing Committee of the Hong Kong Stock Exchange has previously approved the listing and trading of Hong Kong shares issued under the 2014 Share Salary Incentive Scheme, subject to the fulfilment of all other conditions of the 2014 Share Salary Incentive Scheme.

Grounds and benefits of granting restricted stock units

The grant of restricted stock units is part of the company's remuneration system. Its purpose is to closely integrate the interests of shareholders, the company and its employees, realize benefit sharing and risk sharing, and recognize the directors and the group Employees have made contributions; and provide sufficient incentives to attract and motivate grantees to continue to stay in the company and work hard for the future development of the group, and enhance shareholder value by further aligning grantee interests with the company.

In addition, the Company will not result in significant cash outflows based on the grant of restricted stock units. 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 2014 Share Salary Incentive Scheme will not exceed 80,184,428. The number of Hong Kong shares that may be granted in the future after the grant of restricted stock units is 10,740,263.

Meaning of Listing Rules

The 937,889 restricted stock units granted to 10 related grantees under the grant of restricted stock units and any transactions to be carried out thereunder (including the allotment and issuance of any new Hong Kong shares thereunder) constitute the Company's non-exempt connected transactions under Chapter 14A of the Listing Rules and are therefore subject to the requirements of declaration, announcement and independent shareholder approval.

The Company has established a committee of independent directors to advise independent shareholders on the grant of restricted stock units and any transactions contemplated thereunder. The Company will appoint an independent financial adviser to advise the Independent Board Committee and independent shareholders on the grant of Restricted Stock Units and any transactions contemplated thereunder.

General matters

The Company will present an ordinary resolution at a general meeting to approve the grant of Restricted Stock Units and any transactions contemplated thereunder (including the allotment and issue of any New Hong Kong Shares thereunder). As more time is required to determine the relevant information in the circular, the Company will send a circular to shareholders at a later date, including details of the grant of restricted stock units, a letter from the Independent Board Committee and a letter from the Independent Financial Advisor, together with a notice of the convening of the general meeting.

Information about the Company

The company and its subsidiaries are one of the world's leading integrated circuit wafer foundry companies and a leader in the integrated circuit manufacturing industry in mainland China. They have leading process manufacturing capabilities, production capacity advantages, and service support, and provide global customers with 0.35 microns to FinFET. Wafer foundry and technical services at different technology nodes. Headquartered in Shanghai, China, SMIC has a global manufacturing and service base, with three 8-inch fabs and four 12-inch fabs in Shanghai, Beijing, Tianjin and Shenzhen, and a 12-inch fab under construction in Shanghai, Beijing and Tianjin. SMIC also has marketing offices and customer service in the United States, Europe, Japan and Taiwan, as well as a representative office in Hong Kong, China.

Interpretation

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

"2014 Share Salary Incentive Scheme" means the Company's Share Week held by the Shareholders on 13 June 2013.

The 2014 Share Salary Incentive Plan adopted by the resolution passed at the annual conference,

From November 15, 2013 after its registration with the State Administration of Foreign Exchange of China

Entry into force

"Grant of Restricted Stock Units" means the 6,486,093 Restricted Stock Units granted under the 2014 Share Salary Incentive Scheme

Stock Unit

"Board" means the Board of Directors

"Company" means Semiconductor Manufacturing International

Corporation (SMIC Manufacturing Co., Ltd. *), a

A limited company incorporated in the Cayman Islands whose shares are listed on the Hong Kong Stock Exchange.

board and the Shanghai Stock Exchange.

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

"Connected Grantee" means a grantee to whom a Restricted Stock Unit is granted and who is the Company under the Listing Rules.

Related persons of the Company

"Director" means a director of the Company

"Grantee" means collectively a related grantee and a non-related grantee

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

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

"Independent Board Committee" means a committee of independent directors of the Board of Directors that is not granted restricted stock units.

All independent non-executive directors who have direct or indirect interests in the Company shall be composed of all independent non-executive directors who have direct or indirect interests in the Company.

Non-exempt connected transactions relating to the grant of restricted stock units to independent shareholders

Establishment by providing advice

"Independent Shareholder" means a person who is not required to approve the grant of a restricted stock order at a general meeting under the Listing Rules.

Shareholders who abstain from voting in relation to non-exempt connected transactions

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

"Non-Connected Grantee" means a grantee to whom Restricted Stock Units are granted and who is a senior management of the Group

officers and employees, and are not connected persons of the Company under the Listing Rules

"China" means the People's Republic of China

"Restricted Stock Units" means the Company's eligible shares under the 2014 Share Salary Award Scheme on a specified date.

An unsecured commitment by an individual to pay a specified number of Hong Kong shares, but limited

In accordance with all applicable laws, rules, regulations and incentives set out in 2014.

Applicable Vesting, Transfer or Forfeiture Restrictions on the Program and Applicable Award Documents

"Shareholder" means the holder of an existing share

"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.

"SMIC Group" or "This Set" means the Company and its subsidiaries.

Regiment 」

Board life

SMIC International Integrated Circuit Manufacturing Co., Ltd.

Company Secretary/Board Secretary

Guo Guangli

Shanghai, China

April 2, 2023

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

Executive Director

Gao Yonggang

Non-Executive Director

Lu Guoqing

Chen Shanzhi

Yang Lumin

Yellow Mountain Climbing

Independent Non-Executive Director

Liu Zunyi

Fan Renda

Liu Ming

Wu Hanming

* For identification only