Semiconductor Manufacturing 'l : PROPOSED ISSUE OF BONDS

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.

This announcement is for information purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement is not an offer of securities for sale in the PRC, Hong Kong and the United States or elsewhere. The Bonds are not available for general subscription in Hong Kong or elsewhere.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Bonds mentioned herein have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. No public offering of the Bonds will be made in the United States.

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)

PROPOSED ISSUE OF BONDS

Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners

Joint Lead Managers and Joint Bookrunners

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PROPOSED ISSUE OF BONDS

The Company proposes to conduct an international offering of the Bonds to professional investors only. The Bonds are being offered and sold outside of the United States in compliance with Regulation S under the U.S. Securities Act.

J.P. Morgan, ICBC International, Barclays, UBS and SPDB International are the Joint Lead Managers in connection with the issue of the Bonds. Pricing of the Bonds, including the aggregate principal amount, the offer price and the interest rate, will be determined through a book building exercise to be coordinated by the Joint Lead Managers. As at the date of this announcement, the principal amount, the interest and other terms and conditions of the Proposed Bonds Issue have yet to be determined. Upon finalisation of the terms of the Proposed Bonds Issue, the Company and the Joint Lead Managers are expected to enter into a subscription agreement and other ancillary documents in relation to the Proposed Bonds Issue.

The Company intends to use the net proceeds for capital expenditure for capacity expansion and other general corporate purposes.

In connection with the Proposed Bonds Issue, the Company will provide certain professional investors with certain corporate and financial information regarding the Group, and such information may not necessarily have been made public previously. For purposes of equal, effective and timely dissemination of information to the Shareholders and the investment community, an extract of such information is attached to this announcement, and this announcement will be available on the Company's website at www.smics.com.

Application will be made for the listing of and quotation for the Bonds on the official list of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements made or opinions expressed in this announcement. The application to be submitted for the listing and quotation of the Bonds on the SGX-ST shall not be taken as an indication of the merits of the Company or the Bonds.

As no binding agreement in relation to the Proposed Bonds Issue has been entered into as at the date of this announcement, the Proposed Bonds Issue may or may not materialise. Completion of the Proposed Bonds Issue is subject to a number of conditions, including but not limited to global market conditions and investor interest. Investor and Shareholders are urged to exercise caution when dealing in the securities of the Company.

Further announcement(s) in respect of the Proposed Bonds Issue will be made by the Company as and when appropriate.

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THE PROPOSED BONDS ISSUE

The Company proposes to conduct an international offering of Bonds to professional investors only. The Bonds have not been and will not be registered under the Securities Act and, subject to certain exemptions, may not be offered or sold within the United States. The Bonds are being offered and sold outside of the United States in compliance with Regulation S of the Securities Act.

J.P. Morgan, ICBC International, Barclays, UBS and SPDB International are the Joint Lead Managers in connection with the issue of the Bonds. Pricing of the Bonds, including the aggregate principal amount, the offer price and the interest rate, will be determined through a book building exercise to be coordinated by the Joint Lead Managers. As at the date of this announcement, the principal amount, the interest and other terms and conditions of the Proposed Bonds Issue have yet to be determined. Upon finalisation of the terms of the Proposed Bonds Issue, the Company and the Joint Lead Managers are expected to enter into a subscription agreement and other ancillary documents in relation to the Proposed Bonds Issue.

The Bonds have not been and will not be registered under the Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. The Bonds will be offered and sold outside the United States in reliance on Regulation S. The Bonds will be issued to persons in Hong Kong who are professional investors. None of the Bonds will be offered or sold to the public in Hong Kong or placed with any connected persons of the Company.

In connection with the Proposed Bonds Issue, the Company will provide certain professional investors with certain corporate and financial information regarding the Group, and such information may not necessarily have been made public previously. This announcement will be available on the Company's website at www.smics.com.

Proposed Use of Proceeds

The Company intends to use the net proceeds for capital expenditure for capacity expansion and other general corporate purposes.

Listing

Application will be made for the listing of and quotation for the Bonds on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements made or opinions expressed in this announcement. The Application to be submitted for the listing and quotation of the Bonds on the SGX-ST shall not be taken as an indication of the merits of the Company or the Bonds. Admission of the Bonds to the official list of and quotation for the Bonds on the SGX-ST shall not be taken as an indication of the merits of the Company, the Group, its subsidiaries, its associated companies and the Bonds. The

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Bonds will be traded on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in other currencies) for so long as the Bonds are listed on the SGX-ST and the rules of the SGX-ST so require.

Information about the Company

The Company, one of the leading foundries in the world, is Mainland China's most advanced and largest foundry, broadest in technology coverage, and most comprehensive in semiconductor manufacturing services. The Company provides integrated circuit (IC) foundry and technology services on process nodes from 0.35 micron to 14 nanometer. Headquartered in Shanghai, China, the Company has an international manufacturing and service base. In China, the Company has a 300mm wafer fabrication facility (fab), a 200mm fab and a majority-ownedjoint-venture 300mm fab for advanced nodes (under construction) in Shanghai; a 300mm fab and a majority-owned 300mm fab for advanced nodes in Beijing; 200mm fabs in Tianjin and Shenzhen; and a majority-ownedjoint-venture 300mm bumping facility in Jiangyin. The Company also has marketing and customer service offices in the U.S., Europe, Japan, and Taiwan China, and a representative office in Hong Kong China.

General

As no binding agreement in relation to the Proposed Bonds Issue has been entered into as at the date of this announcement, the Proposed Bonds Issue may or may not materialise. Completion of the Proposed Bonds Issue is subject to a number of conditions, including but not limited to global market conditions and investor interest. Investors and Shareholders are urged to exercise caution when dealing in the securities of the Company.

Further announcement(s) in respect of the Proposed Bonds Issue will be made by the Company as and when appropriate.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

''Barclays''	Barclays Bank PLC;
''Board''	the board of Directors;
''Bonds''	the US$ denominated bonds proposed to be issued by the
	Company;
''Company'' or ''We''	Semiconductor Manufacturing International Corporation, a
	company incorporated in the Cayman Islands with limited
	liability, the Shares of which are listed on the main board of
	the Hong Kong Stock Exchange;

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''connected	has the meaning ascribed to it under the Listing Rules;
person(s)''
''Director(s)''	director(s) of the Company;
''Group''	the Company and its subsidiaries and affiliates;
''Hong Kong''	Hong Kong Special Administrative Region of the PRC;
''Hong Kong Stock	The Stock Exchange of Hong Kong Limited;
Exchange''
''ICBC International''	ICBC International Securities Limited;
''Joint Lead	J.P. Morgan, ICBC International, Barclays, UBS and SPDB
Managers''	International;
''J.P. Morgan''	J.P. Morgan Securities plc;
''Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited;
''PRC''	the People's Republic of China (for the purpose of this
	announcement excluding Hong Kong, Macau Special
	Administrative Region of the People's Republic of China and
	Taiwan);
''Proposed Bonds	the proposed issue of the Bonds as described in this
Issue''	announcement;
''Regulation S''	Regulation S under the Securities Act;
''S$''	Singapore Dollars, the lawful currency of Singapore;
''Securities Act''	the U.S. Securities Act of 1933, as amended;
''SGX-ST''	Singapore Exchange Securities Trading Limited;
''Share(s)''	share(s) of US$0.004 each in the share capital of the Company;
''Shareholder(s)''	the holder(s) of the Shares;
''SPDB	SPDB International Capital Limited;
International''
''UBS''	UBS AG Hong Kong Branch;

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''US'' or ''United	the United States of America;
States''
''US$'', ''USD'' or	United States dollars, the lawful currency of the United States;
''US Dollars''	and
''%''	per cent.
	By order of the Board
	Semiconductor Manufacturing International Corporation
	Gao Yonggang

Executive Director, Chief Financial Officer and Joint Company Secretary

Shanghai, PRC

19 February 2020

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

Executive Directors

ZHOU Zixue (Chairman)

ZHAO Haijun (Co-Chief Executive Officer) LIANG Mong Song (Co-Chief Executive Officer)

GAO Yonggang (Chief Financial Officer and Joint Company Secretary)

Non-executive Directors

CHEN Shanzhi

ZHOU Jie

REN Kai

LU Jun

TONG Guohua

Independent Non-executive Directors

William Tudor BROWN

CONG Jingsheng Jason

LAU Lawrence Juen-Yee

FAN Ren Da Anthony

YOUNG Kwang Leei

• For identification purposes only

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