Semiconductor Manufacturing International Corporation — Proxy Solicitation & Information Statement 2020

May 8, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [24 x 22] intentionally omitted <==

==> picture [36 x 27] intentionally omitted <==

Semiconductor Manufacturing International Corporation 中芯國際集成電路製造有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 981)

NOTICE OF 2020 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 second extraordinary general meeting (the ‘‘EGM’’) of Semiconductor Manufacturing International Corporation (the ‘‘Company’’) will be held at 5 Floor SO1 Building, 18 Zhangjiang Road, PuDong New Area, Shanghai, People’s Republic of China on Monday, 1 June 2020 at 1: 30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions (with or without modifications). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as ascribed to them in the circular dated 9 May 2020 issued by the Company (the ‘‘Circular’’).

Ordinary Resolutions

1. To consider and approve the RMB Share Issue and the Specific Mandate:

‘‘THAT subject to obtaining the necessary Regulatory Approvals, the Board be and is hereby authorised and granted the Specific Mandate to allot, issue and deal with up to 1,685,620,000 RMB Shares as may be issued under the RMB Share Issue as further described in the Circular (including but not limited to the particulars as set out in the section headed ‘‘Resolution on the RMB Share Issue and the Specific Mandate’’ in the Circular), provided that the Specific Mandate shall be in addition to and shall not prejudice or revoke the existing general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 21 June 2019.’’

• For identification purpose only

– 1 –

1. To consider and approve the authorisation to the Board to exercise full powers to deal with matters relating to the RMB Share Issue (including but not limited to the particulars as set out in the section headed ‘‘Resolution on Authorisation to the Board to Exercise Full Powers to Deal with Matters Relating to the RMB Share Issue’’ in the Circular).

2. To consider and approve the plan for distribution of profits accumulated before the RMB Share Issue (including but not limited to the particulars as set out in the section headed ‘‘Resolution on the Plan for Distribution of Profits Accumulated before the RMB Share Issue’’ in the Circular).

3. To consider and approve the policy for stabilisation of the price of the RMB Shares for the three years after the RMB Share Issue in the form as set forth in Appendix I to the Circular.

4. To consider and approve the profits distribution policy and the dividend return plan for the three years after the RMB Share Issue in the form as set forth in Appendix II to the Circular.

5. To consider and approve the use of proceeds from the RMB Share Issue (including but not limited to the particulars as set out in the section headed “Resolution on the Use of Proceeds from the RMB Share Issue” in the Circular).

6. To consider and approve the remedial measures for the potential dilution of immediate returns by the RMB Share Issue in the form as set forth in Appendix III to the Circular.

7. To consider and approve the undertakings and the corresponding binding measures in connection with the RMB Share Issue in the form as set forth in Appendix IV to the Circular which will become effective on the date of the listing of the RMB Shares on the Sci-Tech Board.

8. To consider and approve the adoption of policy governing the procedures for the holding of general meetings in the form as set forth in Appendix VI to the Circular which will become effective on the date of the listing of the RMB Shares on the Sci-Tech Board.

9. To consider and approve the adoption of policy governing the procedures for the holding of Board meetings in the form as set forth in Appendix VII to the Circular which will become effective on the date of the listing of the RMB Shares on the Sci-Tech Board.

– 2 –

Special Resolution

1. To consider and approve the amendments to the Memorandum and Articles of Association:

‘‘THAT subject to and conditional upon the passing of ordinary resolution numbered ‘‘1’’ above:

• (1) the amendments to the Memorandum and Articles of Association as set forth in Appendix V to the Circular be and are hereby approved;

• (2) the tenth amended and restated memorandum of association of the Company reflecting the amendments referred to in sub-paragraph (1) above in the form tabled at the EGM, marked ‘‘A’’ and for the purpose of identification signed by a Director be approved and the same be adopted in substitution for and to the exclusion of the existing memorandum of association of the Company with effect from the date of listing of the RMB Shares on the Sci-Tech Board;

• (3) the twelfth amended and restated articles of association of the Company reflecting the amendments referred to in sub-paragraph (1) above in the form tabled at the EGM, marked ‘‘B’’ and for the purpose of identification signed by a Director be approved and the same be adopted in substitution for and to the exclusion of the existing articles of association of the Company with effect from the date of listing of the RMB Shares on the Sci-Tech Board; and

• (4) any Director or officer of the Company be and is hereby authorised to carry out and take all actions necessary and to sign all necessary documents in connection with or to give effect to the resolutions above.’’

By order of the Board

Semiconductor Manufacturing International Corporation Gao Yonggang

Executive Director, Chief Financial Officer and Joint Company Secretary

Shanghai, PRC, 9 May 2020

Principal place of business: 18 Zhangjiang Road Pu Dong New Area Shanghai 201203 People’s Republic of China

Registered office:

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

– 3 –

As at the date of this announcement, the Board comprises four executive Directors, namely Dr. Zhou Zixue (Chairman), Dr. Zhao Haijun (Co-Chief Executive Officer), Dr. Liang Mong Song (Co-Chief Executive Officer) and Dr. Gao Yonggang (Chief Financial Officer); five non-executive Directors, namely Dr. Chen Shanzhi, Mr. Zhou Jie, Mr. Ren Kai, Mr. Lu Jun and Dr. Tong Guohua; and five independent non-executive Directors, namely Mr. William Tudor Brown, Dr. Cong Jingsheng Jason, Professor Lau Lawrence Juen-Yee, Mr. Fan Ren Da Anthony and Dr. Young Kwang Leei.

Notes:

1. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy or, if such member is a holder of more than one share, more than one proxy to attend and vote instead of such member. Where a member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a poll. A proxy need not be a member of the Company.

2. To be valid, a form of proxy must be delivered to the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the meeting or adjourned meeting (or 24 hours before a poll is taken, if the poll is not taken on the same day as the meeting or adjourned meeting). If a form of proxy is signed under a power of attorney, the power of attorney or other authority relied on to sign it (or an office copy) must be delivered to the Company’s share registrar with the form of proxy, except that the power of attorney which has already been registered with the Company need not be so delivered. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof should he so wish and in such event, the proxy shall be deemed to be revoked.

3. The register of members of the Company will be closed from 27 May 2020 to 1 June 2020 (both days inclusive), during which period no transfer of shares in the Company will be registered. In order to qualify for attending and voting at the EGM, all properly completed transfer forms, accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4: 30 p.m. on 26 May 2020. All persons who are registered holders of the Shares on 1 June 2020, the record date for the EGM, will be entitled to attend and vote at the EGM.

4. Shareholders are advised to read the Circular which contains information concerning the resolutions to be proposed at the EGM.

5. The voting at the EGM will be taken by a poll.

– 4 –