SMIC Announces Co-investment Agreement and Investment Exit Agreement in Relation to Proposed Acquisition

SHANGHAI, Dec. 22, 2014 — (PRNewswire) — Semiconductor Manufacturing International Corporation ("SMIC"; "The Company"; NYSE: SMI; SEHK: 981), China's largest and most advanced semiconductor foundry announces that on 22 December 2014 (after trading hours), SilTech Shanghai, an indirectly wholly-owned subsidiary of the Company, JCET and the IC Fund entered into the Co-investment Agreement to form an investment consortium in connection with the Proposed Acquisition of STATS ChipPAC. The consideration payable by SilTech Shanghai is the RMB equivalent of US$100 million (subject to exchange rate adjustments and the terms of the Co-investment Agreement).

The Company further announces that on 22 December 2014 (after trading hours), in connection with the Co-investment Agreement, SilTech Shanghai, JCET and Xinchao Group entered into the Investment Exit Agreement, pursuant to which JCET agreed to grant to SilTech Shanghai a put option to sell the shares it acquires pursuant to the Co-investment Agreement.

This announcement is made by the Company pursuant to the inside information provisions under Part XIVA of the SFO and Rule 13.09(2)(a) of the Listing Rules.

As the completion of the Co-investment Agreement is subject to the satisfaction or waiver of a number of conditions, the Co-investment Agreement may or may not proceed. Further, even if the Co-investment Agreement is completed, the Proposed Acquisition by the investment consortium may or may not proceed. There has been no definitive or binding agreement entered into as at the date of this announcement in relation to the Proposed Acquisition and there is no certainty that the Proposed Acquisition will proceed or be completed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

For the full version of SMIC's announcement, please see:

About SMIC

("SMIC"; NYSE: SMI; SEHK: 981) is one of the leading semiconductor foundries in the world and the largest and most advanced foundry in mainland China. SMIC provides integrated circuit (IC) foundry and technology services at 0.35-micron to 28-nanometer. Headquartered in Shanghai, China, SMIC has a 300mm wafer fabrication facility (fab) and a 200mm mega-fab in Shanghai; a 300mm mega-fab in Beijing and a majority owned 300mm fab for advance nodes under development; and a 200mm fab in Tianjin and Shenzhen. SMIC also has marketing and customer service offices in the U.S., Europe, Japan, and Taiwan, and a representative office in Hong Kong. For more information, please visit

Safe Harbor Statements

(Under the Private Securities Litigation Reform Act of 1995)

This document contains, in addition to historical information, "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on SMIC's current assumptions, expectations and projections about future events. SMIC uses words like "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions to identify forward looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of SMIC's senior management and involve significant risks, both known and unknown, uncertainties and other factors that may cause SMIC's actual performance, financial condition or results of operations to be materially different from those suggested by the forward-looking statements including, among others, risks associated with cyclicality and market conditions in the semiconductor industry, intense competition, timely wafer acceptance by SMIC's customers, timely introduction of new technologies, SMIC's ability to ramp new products into volume, supply and demand for semiconductor foundry services, industry overcapacity, shortages in equipment, components and raw materials, availability of manufacturing capacity, financial stability in end markets and intensive intellectual property litigation in high tech industry.

In addition to the information contained in this document, you should also consider the information contained in our other filings with the SEC, including our annual report on Form 20-F filed with the SEC on April 14, 2014, especially in the "Risk Factors" section and such other documents that we may file with the SEC or SEHK from time to time, including on Form 6-K. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this document may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated or, if no date is stated, as of the date of this document.


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SOURCE Semiconductor Manufacturing International Corporation

Semiconductor Manufacturing International Corporation
SilTech Shanghai

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