Semiconductor Manufacturing 'l : POLL RESULTS OF EXTRAORDINARY GENERAL MEETING HELD ON 13 FEBRUARY 2020

February 13, 2020 at 05:26 am EST

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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)

POLL RESULTS OF EXTRAORDINARY GENERAL MEETING

HELD ON 13 FEBRUARY 2020

The Company announces that the proposed resolutions set out in the notice of the EGM were duly passed by the Independent Shareholders by way of poll at the EGM held on 13 February 2020.

Reference is made to the circular of the Company dated 21 January 2020 (the "Circular") in relation to, among other things, the following:

the SMSC Framework Agreement;
the revision of the SMNC Framework Agreement Annual Caps;
the grant of Restricted Share Units to a non-executive Director Dr. Chen Shanzhi;
the grant of Restricted Share Units to an independent non-executive Director Mr. William Tudor Brown;
the grant of Restricted Share Units to an independent non-executive Director Dr. Young Kwang Leei; and
notice of the EGM.

Unless otherwise specified, capitalised terms used herein shall have the same meanings as defined in the Circular.

POLL RESULTS OF THE EGM

The Company announces that the proposed resolutions set out in the notice of the EGM contained in the Circular were duly passed by the Independent Shareholders by way of poll at the EGM held on 13 February 2020.

As at the date of the EGM, the total number of Shares in issue was 5,097,295,665 Shares. The Shareholders and authorised proxies holding an aggregate of 5,050,005,338 Shares, representing 99.07% of the total Shares in issue were present at the commencement of the EGM.

As at the date of the EGM:

the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 1 in respect of the SMSC Framework Agreement was 4,300,240,764 Shares;
the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 2 in respect of revision of the SMNC Framework Agreement Annual Caps was 4,300,240,764 Shares;
the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 3 in respect of the grant of Restricted Share Units to a non- executive Director Dr. Chen Shanzhi was 5,097,295,665 Shares;
the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 4 in respect of the grant of Restricted Share Units to an independent non-executive Director Mr. William Tudor Brown was 5,097,295,665 Shares;
the total number of Shares entitling the holders to attend and vote for or against the ordinary resolution numbered 5 in respect of the grant of Restricted Share Units to an independent non-executive Director Dr. Young Kwang Leei was 5,097,295,665 Shares;
the number of Shares entitling the holders to attend the EGM and abstain from voting in favour of the proposed resolutions as set out in Rule 13.40 of the Listing Rules at the EGM was nil; and
there were no Shares entitling the holders to attend and vote only against the resolution at the EGM.

As set out in the Circular and in accordance with the Listing Rules, as China IC Fund is a connected person of the Company, its wholly-owned subsidiary Xinxin (Hongkong) Capital Co., Limited and its other associates (as defined in the Listing Rules), holding 797,054,901 Shares representing approximately 15.64 % of the total issued share capital of the Company as at the date of the EGM, were required to abstain from voting on the ordinary resolutions numbered 1 and 2 to approve the SMSC Framework Agreement and the revision of the SMNC Framework Agreement Annual Caps, respectively.

As set out in the Circular and in accordance with the Listing Rules, each of Dr. Chen Shanzhi, Mr. William Tudor Brown, Dr. Young Kwang Leei and their associates are required to abstain from voting on the relevant ordinary resolutions to approve the Proposed RSU Grants to Dr. Chen Shanzhi, Mr. William Tudor Brown and Dr. Young Kwang Leei (as the case may be).

As at the date of the EGM, neither Dr. Chen Shanzhi, Mr. William Tudor Brown, Young Kwang Leei nor their associates hold any Shares.

The Company confirms that each of China IC Fund, its wholly-owned subsidiary Xinxin (Hongkong) Capital Co., Limited, Dr. Chen Shanzhi, Mr. William Tudor Brown, Dr. Young Kwang Leei and their respective associates has abstained from voting at the EGM pursuant to the aforesaid arrangements.

The number of Shares represented by votes for and against the respective resolution at the EGM was as follows:

	ORDINARY RESOLUTIONS	No. of Votes (%)
	FOR	AGAINST

1. (a)	To approve, confirm and ratify the framework agreement dated 6
	December 2019 (the ''SMSC Framework Agreement'') entered
	into between the Company and Semiconductor Manufacturing
	South China Corporation and the transactions contemplated;
(b)	To approve and confirm the SMSC Framework Agreement annual
	caps for the wo years ended 31 December 2020 and 2021,
	respectively; and	1,073,885,502	222,888,250
(c)	To authorize any director(s) of the Company, for and on behalf of
	the Company, to enter into any agreement, deed or instrument	82.81209%	17.18791%

	and/or to execute and deliver all such documents and/or do all such
	acts on behalf of the Company as he/she may consider necessary,
	desirable or expedient for the purpose of, or in connection with (i)
	the implementations and completion of the SMSC Framework
	Agreement and the transactions contemplated thereunder and/or

any amendment, variation or modification of the SMSC Framework Agreement upon such terms and conditions as the board of directors of the Company may think fit.