[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report. As of December 31, 2015, there were 42,073,748,961 ordinary shares, par value US$0.0004 per share, outstanding, of which 980,747,650 ordinary shares were held in the form of 19,614,953 American Depositary] [SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Company Buyer WHEREAS A. New Common Shares Aggregate Purchase Price Securities B. 1933 Act SEC NOW, THEREFORE PURCHASE AND SALE OF NEW COMMON shares 1. Purchase of New Common Shares Closing (a) Purchase Price (b) Closing (c) Date and Time Closing Date (i) Payment and Delivery (ii) (A) the Buyer shall pay the] [SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Company Buyer WHEREAS A. “Country Hill Share Subscription Agreement” pro rata ), if the Company proposes to issue new Shares or securities convertible into Shares, the Buyer has a pre-emptive right to subscribe for a Country Hill Pre-emptive Right” . In connection with the offering of the New Common Shares (as defined below),] [List of Subsidiaries Jurisdiction of Name of Subsidiary Incorporation Names Under Which Subsidiary Does Business Semiconductor Manufacturing International (Shanghai) Corporation PRC Semiconductor Manufacturing International (Shanghai) Corporation Semiconductor Manufacturing International (Beijing) Corporation PRC Semiconductor Manufacturing International (Beijing) Corporation Semiconductor Manufacturing International (Tianjin) Corporation PRC Semiconductor Manufacturing International (Tianjin) Corporation Semiconductor Manufacturing North China (Beijing) Corporation PRC Semiconductor Manufacturing North China (Beijing)] [CERTIFICATIONS I, Tzu-Yin Chiu, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Gao Yonggang, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [Dr. Tzu-Yin Chiu Chief Executive Officer and Executive Director Dr. Gao Yonggang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S 8 (Nos. 333-193189, 333-170770 and 333-113797) of Semiconductor Manufacturing International Corporation of our report dated April 25, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-193189, 333-170770 and 333-113797 on Form S-8 of our reports dated March 12, 2014, relating to the financial statements and financial statement schedule of Semiconductor Manufacturing International Corporation, appearing in this Annual Report on Form 20-F of Semiconductor Manufacturing International Corporation for]