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A-share code: 688981 A-share abbreviation: SMIC Announcement No.: 2025-003

Hong Kong stock code: 00981 Hong Kong stock abbreviation: SMIC

Semiconductor Manufacturing International Corporation (SMIC).

In connection with the conclusion of the 2025 framework agreement with Datang Holdings

Announcement of related party (linked) transactions

The board of directors and all directors of the company guarantee that the content of this announcement does not contain any false records and misleading statements

or material omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with law.

1. Overview of the framework agreement in 2025

I hereby refer to the Company's announcements dated 10 February 2022 and 12 May 2022

Allow for the establishment of the 2022 Framework Agreement and the revision of the annual quota for 2022. As a result of the 2022 framework agreement

has expired on 31 December 2024 and the Company intends to continue to carry out transactions under it, the Company announces that:

On 11 February 2025, the Company entered into a framework agreement with Datang Holdings for the continuing connected transaction with effect from 1 January 2025

for a period of three years.

(i) Summary of the main provisions

Contracting Parties: (1) the Company; and

(2) Datang Holdings

Date of Execution: 11 February 2025

Validity: Three years from 1 January 2025 to 31 December 2027

Main Terms: SMIC and Datang Holdings and its affiliates will commence business

services, including but not limited to chip processing services.

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(ii) Pricing policy

The pricing of the transactions proposed under the 2025 Framework Agreement will be based on market fair prices, subject to equal agreement

Determined after the consultation. In connection with SMIC's provision of chip processing services to Datang Holdings and its affiliates, this The Company will refer to the pricing and other conditions it provides to independent third-party customers for services of a similar nature and quantity

terms and market fair prices. "Market fair price" is positive in the ordinary and ordinary course of business

Commercial terms are often obtained by arm's length negotiation, or market value provided to an independent third party, or based on actual property

The price of the production cost plus reasonable profit (with reference to the general profit margin of the industry) will not be inferior to the reason

The sale by an independent third party to SMIC may be no better than a sale by SMIC to an independent third party

Terms, if any.

(iii) Annual ceilings and benchmarks

Past Transactions

For the years ended 31 December 2022, 2023 and 2024, all under the 2022 Framework Agreement

The annual caps are US$266 million, US$182 million and US$187 million respectively. According to the 2022 Framework Agreement

The past revenues generated are set out below:

For the year ended 31 December

2022, 2023, 2024

Million dollars million dollars million dollars

(Audited) (Audited) (Unaudited)

Total historical income 214 17 11

The total historical revenue for 2023 and 2024 under the 2022 framework agreement is well below the annual ceiling, mainly

Due to the adjustment of the business needs of Datang Holdings and its affiliates.

Annual cap under the 2025 framework agreement

The expected ceilings under the 2025 framework agreement for the three years ending 31 December 2027 are set out

As follows:

For the year ended 31 December

2025, 2026, 2027

Million dollars million dollars million dollars

Expected maximum 36 85 147

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These expected maximums are based on the total revenue from past transactions and Datang Holdings and its affiliates

The projected demand for chip processing services in the next three years will be determined after negotiation between the two parties. Expected Ceiling

The amount represents only the company's projected maximum revenue for the relevant year after taking into account the foregoing factors, and the final transaction amount depends on the pair

The actual business cooperation of the party.

II. Internal Control Measures

In order to ensure that the Company complies with the pricing policy for the transactions to be entered into under the 2025 Framework Agreement, the Company will:

Continue to implement the following internal control measures:

(i) The Company has adopted procedures for identifying connected persons and monitoring the annual cap on continuing connected transactions. Company

Data on the proposed transactions under the 2025 Framework Agreement will be collected on a quarterly basis to ensure that they do not exceed 2025

annual cap under the framework agreement and compliance with pricing policies. If carried out under the 2025 Framework Agreement

The actual transaction amount of the transaction is expected to reach the annual limit, and the Company will take appropriate action immediately

ensuring compliance with the requirements of the Hong Kong Listing Rules; and

(ii) The Company's independent non-executive directors and auditors will review the pricing policy under the 2025 Framework Agreement

Easy terms and conditions and annual caps are reviewed annually.

The Directors are of the view that the methods and procedures mentioned above cover the basic elements of the internal control system

to collect data and review the status of continuing connected transactions, annual review, etc. The above-mentioned internal controls ensure that:

The transactions contemplated under the 2025 Framework Agreement (including the annual cap) will be carried out on general commercial terms,

and will not harm the interests of the Company and its shareholders.

3. Rationale and benefits for the 2025 framework agreement

The conclusion of the 2025 framework agreement is a normal business cooperation and is conducive to maintaining long-term business cooperation between all parties

Relationship.

The Directors, including the Independent Non-Executive Directors, are of the view that the Continuing Connected Transactions are based on the general commercial provisions

and in the ordinary course of business of the Company, the terms of the transaction are fair and reasonable, and in accordance with the Company and the shares

The overall interests of the East.

Mr. Lu Guoqing, a non-executive Director (is an executive Director and the general manager of Datang Holdings) and a Non-Executive Director

Dr. Chen Shanzhi (Senior Vice President of Datang Holdings) has approved the 2025 Framework Agreement

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Relevant board resolutions were recused from voting. Except for the discloser, no other director is deemed to be under the 2025 framework

The agreement has a material interest and the Director is required to reply to the approval of the 2025 framework agreement at a board meeting

Avoid voting.

4. Meaning of the Hong Kong Listing Rules

As far as the Company is aware, Datang Holdings is a substantial shareholder of the Company (directly as of the date of this announcement).

holding 1,116,852,595 shares, representing approximately 14.00% of the total issued share capital of the Company,

Accordingly, pursuant to Chapter 14A of the Hong Kong Listing Rules, Datang Holdings is the associative person of Datang Hong Kong and is the Company

Connected Persons.

Percentage rates (other than profit ratios) applicable to transactions to be carried out under the 2025 framework agreement

More than 0.1% but less than 5% on an annual basis, constituting continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules

The Company's non-exempt continuing connected transactions are subject to reporting under Chapter 14A of the Hong Kong Listing Rules

but exempted from the requirement of independent shareholders' approval.

Proposed transactions under the 2025 framework agreement in accordance with the SSE's Rules Governing the Listing of Stocks on the STAR Market

It also constitutes a day-to-day connected transaction of the Company and is required to be disclosed on the Shanghai Stock Exchange.

Information about the contracting parties

Company

SMIC is one of the world's leading integrated circuit foundries and is also an integrated electronics company in Chinese mainland

A leader in the road manufacturing industry, with leading process manufacturing capabilities, production capacity advantages, and service support, to customers around the world

We provide 8-inch and 12-inch wafer foundry and technical services. SMIC is headquartered in Shanghai, China, and owns

Global manufacturing and service bases, with multiple 8-inch and 12-inch buildings in Shanghai, Beijing, Tianjin, and Shenzhen

Fabs. SMIC also has marketing offices in the U.S., Europe, Japan, and Taiwan

Household services.

Datang Holdings

Datang Hong Kong is a wholly-owned subsidiary of Datang Holdings, which in turn is owned by the Institute of Telecommunications Science and Technology

Limited to wholly-owned subsidiaries of the company. The Academy of Telecommunications Science and Technology Co., Ltd. is a China Information and Communications Technology Group

Co., Ltd. (hereinafter referred to as "China Information Technology Group"). The headquarters of China Information Technology Group

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Located in Wuhan, China, it has formed optical communications, mobile communications, optoelectronics and integrated circuits, and network information security

Quanhe special communication, intelligent application, data communication and other industrial sectors.

6. Interpretation

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

"2022 Framework Agreement" means that the Company and Datang Holdings signed the Agreement dated 2022222

The framework agreement of the 10th of the month, such as the date of the Company

As stated in the announcement dated February 10, 2022

"2025 Framework Agreement" means the Company and Datang Holdings entered into on 11 February 2025

framework agreement

"Contact" means the meaning given to it in the Hong Kong Listing Rules

"Board" means the Board of Directors of the Company

"The Company" or "SMIC" means Semiconductor Manufacturing

International Corporation

Circuits Manufacturing Co., Ltd.*), a company in the Cayman community

Island is incorporated in limited liability with shares in Hong Kong

Listed on the Main Board of the Stock Exchange and the Science and Technology Innovation Board of the Shanghai Stock Exchange

"Connected Person" means the meaning given to it in the Hong Kong Listing Rules

"Continuing Connected Transaction" means a transaction under the 2025 Framework Agreement

"Datang Hong Kong" means Datang Holdings (Hong Kong) Investment Co., Ltd

Incorporated in Hong Kong with limited liability, Datang Holdings

shares of a wholly owned subsidiary

"Datang Holdings" means Datang Telecom Technology Industry Holdings Limited

A limited liability company incorporated under the laws of the People's Republic of China

"Director" means a director of the Company

"Expected Ceiling" means as at 31 December 2025, 2026 and 2027

For the year ended, the Company expects to be connected annually from a continuing relationship

The highest income from a transaction

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"Hong Kong" means the Hong Kong Special Administrative Region of China

"Hong Kong Listing Rules" means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"SEHK" means The Stock Exchange of Hong Kong Limited

"China" means the People's Republic of China

"Affiliate" means a company listed de facto or at law or/and under the rules (including Hong Kong).

rules) directly or indirectly to any of the parties

corporation or other business entity, alternatively, directly with a party

or indirectly under the same entity (excluding State Affairs

State-owned Assets Supervision and Administration Commission) any of it

other company or business entity, or, one party in Hong Kong

"Contact" as defined in the Listing Rules

"Shareholder" means the holder of the Shares

"Shares" means any share capital of the Company with a par value of US$0.004

share

"SMIC" or

"The Group"

means the Company and its subsidiaries

"SSE" means the Shanghai Stock Exchange

"Substantial Shareholder" means the term given to it under the Hong Kong Listing Rules

"U.S. Dollar" means the U.S. dollar, the legal tender of the United States of America

"%" means the percentage

The announcement is hereby made.

Semiconductor Manufacturing International Corporation (SMIC).

board of directors

February 12, 2025