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SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

(981)
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Semiconductor Manufacturing International : RESIGNATION OF NON-EXECUTIVE DIRECTOR AND MEMBER OF COMPENSATION COMMITTEE APPOINTMENT OF NON-EXECUTIVE DIRECTOR, MEMBER OF COMPENSATION COMMITTEE AND MEMBER OF NOMINATION COMMITTEE

05/14/2021 | 09:05am EST

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.

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: 00981)

RESIGNATION OF NON-EXECUTIVE DIRECTOR AND MEMBER OF COMPENSATION COMMITTEE APPOINTMENT OF NON-EXECUTIVE DIRECTORMEMBER OF COMPENSATION COMMITTEE AND MEMBER OF NOMINATION COMMITTEE

The board of directors (the "Board") of Semiconductor Manufacturing International Corporation (the "Company", together with its subsidiaries, the "Group") announces that, with effect from 13 May 2021:

  1. Dr. Tong Guohua ("Dr. Tong") has resigned as a Class I non-executive director of the Company and a member of the Compensation Committee of the Board (the
    "Compensation Committee") due to allocation of work;
  2. Mr. Lu Guoqing ("Mr. Lu"), a candidate nominated by China Information and
    Communication Technology Group Co., Ltd. "CICT"), has been appointed as a Class I
    non-executive director of the Company and a member of the Compensation Committee; and
  3. Mr. Huang Dengshan ("Mr. Huang") has been appointed as a Class II non-executive director of the Company and a member of the Nomination Committee of the Board (the
    "Nomination Committee").

Dr. Tong has confirmed that he has no disagreement with the Board, and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to express its gratitude to Dr. Tong for his valuable contributions to the Company during his tenure of service.

The brief biographies of Mr. Lu and Mr. Huang are as follows:

Mr. Lu, aged 58, served as the vice chairman of the Research Office of System Department, deputy director of the Science and Technology Division, director of the Device Institute, assistant to the president of Wuhan Research Institute of Posts and Telecommunications, and general manager of Accelink Technologies Co., Ltd. from July

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1985 to July 2001. Since July 2001, he successively served as the vice president and the secretary of the Party Committee of Wuhan Research Institute of Posts and Telecommunications, and the secretary of the Party Committee, director, president of Wuhan FiberHome Technologies Group Co., Ltd.. Since August 2016, he has been the secretary of the Party Committee, chairman, president of FiberHome Technologies Group Co., Ltd.. Since December 2017, Mr. Lu has been the secretary of the Party Committee, chairman, general manager of Wuhan Research Institute of Posts and Telecommunications. From June 2018 to February 2021, he served as general manager, deputy secretary of the Party Committee, vice chairman of CICT. He has been the secretary of the Party Committee, chairman and general manager of CICT since February 2021. In addition, Mr. Lu has been the chairman of Fiberhome Communication Technology Co., Ltd. (600498.SH) since August 2016, and the chairman of Wuhan Ligong Guangke Co., Ltd. (300557.SZ) from August 2016 to May 2020.

Mr. Lu obtained a Bachelor's degree in industrial instrumentation and automation from Tsinghua University in July 1985, a Master's degree in management from Huazhong University of Science and Technology in 2002, and is a professorate senior engineer.

Mr. Lu entered into a service contract with the Company on 13 May 2021 for a term commencing on 13 May 2021 and ending on the following annual general meeting of the Company in 2021 (the "2021 AGM") after his appointment. Mr. Lu will be subject to re-election by the shareholders of the Company at the 2021 AGM pursuant to Article 132 of the articles of association of the Company (the "Articles of Association") and thereafter subject to retirement by rotation at least once every three years in accordance with the Articles of Association.

Mr. Lu is entitled to (i) an annual cash compensation of US$50,000 comprising US$45,000 for serving as a non-executive director of the Company and US$5,000 for serving as a member of the Compensation Committee and (ii) an option to subscribe for 187,500 ordinary shares of the Company and 187,500 restricted share units to be granted. Mr. Lu's remuneration package is determined by the Board according to the Company's Policy on Directors' and Senior Management's Remuneration and with reference to the recommendation from the Compensation Committee.

Save as disclosed above, as at the date of this announcement, Mr. Lu is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

As at the date of this announcement, save for the fact that Mr. Lu is the secretary of the Party Committee, chairman and general manager of CICT, Mr. Lu did not have any relationships with any directors, senior management, other substantial or controlling shareholders (as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") of the Company. Save as mentioned above, Mr. Lu does not hold any directorship in any other listed public companies in the past three years nor any other positions with the Company and other members of the Group.

Save for the information disclosed above, there is no other information relating to Mr. Lu's

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appointment that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules and there is no other matter that needs to be brought to the attention to the shareholders of the Company.

Mr. Huang, aged 53, worked in the Budget Management Department, the Infrastructure Department and the Economic Development Department of the Ministry of Finance of the PRC from July 1989 to September 2014. Since May 2015, he has been serving as the vice president of China Integrated Circuit Industry Investment Fund Co., Ltd. ("China IC Fund"). Since September 2019, he has been serving as vice president of China Integrated Circuit Industry Investment Fund Phase II Co., Ltd.. In addition, Mr. Huang is a director and vice chairman of Semiconductor Manufacturing North China (Beijing) Corporation and a director of Semiconductor Manufacturing South China Corporation since December 2017 and June 2020, respectively.

Mr. Huang obtained a Bachelor's degree in economics from Dongbei University of Finance and Economics in July 1989.

Mr. Huang entered into a service contract with the Company on 13 May 2021 for a term commencing on 13 May 2021 and ending on the 2021 AGM after his appointment. Mr. Huang will be subject to re-election by the shareholders of the Company at the 2021 AGM pursuant to Article 132 of the Articles of Association and thereafter subject to retirement by rotation at least once every three years in accordance with the Articles of Association.

Mr. Huang is entitled to (i) an annual cash compensation of US$50,000 comprising US$45,000 for serving as a non-executive director of the Company and US$5,000 for serving as a member of the Nomination Committee and (ii) an option to subscribe for 187,500 ordinary shares of the Company and 187,500 restricted share units to be granted. Mr. Huang's remuneration package is determined by the Board according to the Company's Policy on Directors' and Senior Management's Remuneration and with reference to the recommendation from the Compensation Committee.

Save as disclosed above, as at the date of this announcement, Mr. Huang is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

As at the date of this announcement, save for the fact that Mr. Huang is the vice president of China IC Fund, Mr. Huang did not have any relationships with any directors, senior management, other substantial or controlling shareholders (as defined in the Hong Kong Listing Rules) of the Company. Save as mentioned above, Mr. Huang does not hold any directorship in any other listed public companies in the past three years nor any other positions with the Company and other members of the Group.

Save for the information disclosed above, there is no other information relating to Mr. Huang's appointment that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules and there is no other matter that needs to be brought to the attention to the shareholders of the Company.

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The Board voted to appoint the non-executive directors of the Company. The Board is of the view that Mr. Lu and Mr. Huang qualify for the position of non-executive directors of the Company, they are capable for meeting the relevant responsibility requirements for the appointed position and their nomination procedure is in compliance with the relevant laws, regulations and the Articles of Association.

The Board would like to take this opportunity to welcome Mr. Lu and Mr. Huang joining the Board.

By order of the Board

Semiconductor Manufacturing International Corporation

Gao Yonggang

Executive Director, Chief Financial Officer and Company

Secretary

Shanghai, PRC

13 May 2021

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

Executive Directors

Zhou Zixue (Chairman)

CHIANG Shang-Yi (Vice Chairman)

ZHAO Haijun (Co-Chief Executive Officer)

LIANG Mong Song (Co-Chief Executive Officer)

GAO Yonggang (Chief Financial Officer and Company Secretary)

Non-executive Directors

CHEN Shanzhi

ZHOU Jie

REN Kai

HUANG Dengshan

LU Guoqing

Independent Non-executive Directors

William Tudor BROWN

LAU Lawrence Juen-Yee

FAN Ren Da Anthony

YOUNG Kwang Leei

LIU Ming

* For identification purposes only

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Disclaimer

SMIC - Semiconductor Manufacturing International Corporation published this content on 13 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 13:04:00 UTC.


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