Date:

4 June 2014

Parties:

The Vendor, the Company and the Joint Placing Agents

The Placing:

Joint Placing Agents: The Joint Placing Agents are Deutsche Bank AG, Hong Kong Branch and J.P. Morgan Securities (Asia Pacific) Limited. The Joint Placing Agents and each of their respective beneficial owners are independent of and not connected with the Directors, chief executive or substantial shareholders of the Company, the Vendor, each member of the Group or any of their respective associates.

The Vendor has appointed the Joint Placing Agents, and each of the Joint Placing Agents has agreed, severally and not jointly, to act as agent for the Vendor, to purchase or procure purchasers to purchase the Sale Shares held by the Vendor at the Placing Price.

The Vendor currently holds, directly and indirectly 6,116,138,341 Shares representing approximately 18.98% of the issued share capital of the Company as at the Last Trading Day.

Placees:

The Sale Shares will be offered to not less than six Placees, who are all professional investors. Each of the Placees will be independent of and not acting in concert (as defined under the Takeovers Code) with any of the Vendor or its concert parties and are not any of the Vendor’s, the Company’s or its subsidiaries’ directors (as defined in the Listing Rules), chief executive (as defined in the Listing Rules) or substantial shareholders (as defined in the Listing Rules), or any of their respective associates. It is expected that no Placee will become a substantial shareholder of the Company (as defined in the Listing Rules) as a result of the Placing.

SEHL, wholly-owned subsidiary of Shanghai Industrial, an existing shareholder holding approximately 4.59% of the issued share capital of the Company, will subscribe for up to 130,000,000 Shares under the Placing, resulting in its holding of approximately 4.62% of the issued share capital of the Company as enlarged by the issue of 2,590,000,000 new Shares under the Subscription.

Number of Sale Shares:

2,590,000,000 Shares to be placed, representing approximately 8.04% of the existing issued share capital of the Company of 32,232,140,774 Shares on the Last Trading Day, and approximately 7.44% of the issued share capital of the Company as enlarged by the issue of 2,590,000,000 new Shares under the Subscription.

Placing Price:

The Placing Price of HK$0.60 per Sale Share (exclusive of stamp duty, brokerage (if any), Hong Kong Stock Exchange trading fees and SFC transaction levies) represents:

(a)

a discount of approximately 4.76% to the Closing Price of HK$0.63 per Share as quoted on the Hong Kong Stock Exchange on the Last Trading Day;

(b)

a discount of approximately 7.69% to the average Closing Price of approximately HK$0.65 per Share as quoted on the Hong Kong Stock Exchange for the last five trading days of the Shares up to and including the Last Trading Day; and

(c)

a discount of approximately 7.69% to the average Closing Price of approximately HK$0.65 per Share as quoted on the Hong Kong Stock Exchange for the last ten trading days of the Shares up to and including the Last Trading Day.

The Placing Price was agreed after arm’s length negotiations between the Vendor, the Company and the Joint Placing Agents with reference to the prevailing market price of the Shares.

The Placing Price, net of placing commissions, other costs and expenses, is approximately HK$0.59 per Sale Share.

Rights of the Sale Shares:

The Sale Shares will be transferred free from all liens, charges and encumbrances and will carry the rights attaching to them as at the date of the Placing and Subscription Agreement, including the right to receive all dividends declared, made or paid on or after the said date.

Completion of the Placing:

Completion of the Placing is expected to take place on 9 June 2014 or such other date as the Vendor and the Joint Placing Agents may agree in writing.

The subscription number of Subscription Shares:

The Company will issue 2,590,000,000 new Shares to the Vendor representing approximately 8.04% of the existing issued share capital of the Company on the Last Trading Day and approximately 7.44% of the issued share capital of the Company as enlarged by the issue of 2,590,000,000 new Shares under the Subscription.

The issue of the Subscription Shares is not subject to the approval of the Shareholders.

Subscription Price:

HK$0.60 per Subscription Share, which is the same as the Placing Price.

The net subscription monies payable by the Vendor to the Company will be approximately HK$0.60 per Subscription Share, after the deduction of the expenses of the Placing and Subscription.

The Subscription Price was determined after arm’s length negotiation between the parties.

Ranking of the Subscription Shares:

The Subscription Shares, when fully paid, will rank pari passu in all respects with the other Shares in issue or to be issued by the Company on or prior to the date of completion of the Subscription including the rights to all dividends and other distributions, made or paid at any time after the date of allotment.

Conditions of the Subscription:

The Subscription is conditional upon:

(a)

the Listing Committee of the Hong Kong Stock Exchange granting listing of and permission to deal in the Subscription Shares (and such listing and permission not being subsequently revoked prior to the delivery of definitive share certificate(s) representing the Subscription Shares); and

(b)

completion of the Placing having occurred pursuant to the terms of the Placing and Subscription Agreement.

Completion of the Subscription:

An application will be made by the Company to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Completion of the Subscription shall take place on the second business day after the date upon which the last of the conditions has been satisfied provided that if completion does not take place on a date no later than a date falling 14 days after the date of the Placing and Subscription Agreement the Company and the Vendor shall take all necessary steps to fulfil any applicable requirements under the Listing Rules (including obtaining the approval of the independent Shareholders prior to completion of the Subscription).

Lock-up undertaking:

The Company has undertaken to the Joint Placing Agents that for a period commencing on the date of the Placing and Subscription Agreement and ending on the date falling 90 days after the completion date of the Placing (inclusive), the Company will not:

(a)

allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Share(s) or interests in the Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to the Shares or interest in Shares; or

(b)

agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions in (a) above; or

(c)

announce any intention to enter into or effect any such transaction described in (a) or (b) above,

without first having obtained the written consent of the Joint Placing Agents, subject to certain exceptions as stated in the Placing and Subscription Agreement.

Termination:

The Placing and Subscription Agreement may be terminated by the Joint Placing Agents if at any time prior to 9 : 00 a.m. (Hong Kong time) on the completion date of the Placing:

(a)

there develops, occurs or comes into force:

(i)

any new law or regulation or any change or development involving a prospective change in existing laws or regulations in any relevant jurisdiction which in the opinion of the Joint Placing Agents has or is likely to have a material adverse effect on the financial position of the Group as a whole; or

(ii)

any significant change (whether or not permanent) in local, national or international monetary, economic, financial or political conditions which in the opinion of the Joint Placing Agents is or would be materially adverse to the success of the Placing; or

(iii)

any significant change (whether or not permanent) in local, national or international securities market conditions or currency exchange rates or foreign exchange rates or foreign exchange controls which in the reasonable opinion of the Joint Placing Agents is or would be materially adverse to the success of the Placing or make it impracticable or inexpedient to proceed therewith; or

(iv)

a general moratorium on commercial banking activities in Hong Kong, the PRC, London or New York declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in Hong Kong, the PRC, Singapore, the United Kingdom or the United States; or

(v)

a change or development involving a prospective change in taxation which materially adversely affects the Group as a whole or the Sale Shares; or

(vi)

any outbreak or escalation of hostilities or act of terrorism involving Hong Kong, the PRC, Singapore, the United Kingdom or the United States or the declaration by Hong Kong, the PRC, Singapore, the United Kingdom or the United States of a national emergency or war; or

(vii)

any suspension of dealings in the Shares on the Hong Kong Stock Exchange or American Depository Shares over the Shares on the New York Stock Exchange for any period whatsoever (other than a voluntary suspension or as a result of the Placing, this announcement or in connection with the issuance of the Datang Pre-emptive Securities or the Country Hill Pre-emptive Securities); or

(viii) 

any moratorium, suspension or material restriction on trading in shares or securities generally on the Hong Kong Stock Exchange, the Shanghai Stock Exchange, the London Stock Exchange or the New York Stock Exchange due to exceptional financial circumstances or otherwise at any time prior to the completion date of the Placing; or

(b)

any breach of any of the representations, warranties and undertakings set out in the Placing and Subscription Agreement comes to the knowledge of any of the Joint Placing Agents or any event occurs or any matter arises on or after the date hereof and prior to the completion date of the Placing which if it had occurred or arisen before the date hereof would have rendered any of such representations, warranties and undertakings untrue or incorrect in any respect, or there has been a breach of, or failure to perform, any other provision of the Placing and Subscription Agreement on the part of the Vendor or the Company; or

(c)

there is any such adverse change, or development involving a prospective adverse change in the general affairs, condition, results of operations or prospects, management, business or in the financial or trading position of the Group as a whole which in the opinion of the Joint Placing Agents is materially adverse to the success of the Placing,

then and in any such case, the Joint Placing Agents may terminate the Placing and Subscription Agreement without liability to any of the Joint Placing Agents and/or the Company and the Vendor (other than for any antecedent breach) by giving notice in writing to the Vendor and the Company, which notice may be given at any time prior to 9 : 00 a.m. (Hong Kong time) on the completion date of the Placing.

Existing (as at the date of this
announcement)

Immediately after the Placing
but before the Subscription

Immediately after the
Subscription

Immediately after the
Subscription and assuming full
conversion of the Original
Bonds and the Original
Pre-emptive Bonds

% of issued

% of issued

% of issued

% of issued

share capital

share capital

share capital

share capital

of the

of the

of the

of the

Shareholder

No. of Shares

Company

No. of Shares

Company

No. of Shares

Company

No. of Shares

Company

Datang

6,116,138,341

18.98

%

3,526,138,341

10.94

%

6,116,138,341

17.56

%

6,647,619,470

17.67

%

Country Hill

3,605,890,530

11.19

%

3,605,890,530

11.19

%

3,605,890,530

10.36

%

3,919,328,119

10.42

%

Placees of the Sale Shares (inc. SEHL)

—

—

2,590,000,000

8.04

%

2,590,000,000

7.44

%

2,590,000,000

6.89

%

Other Shareholders

22,510,111,903

69.83

%

22,510,111,903

69.83

%

22,510,111,903

64.64

%

24,456,929,228

65.02

%

Total

32,232,140,774

100.00

%

32,232,140,774

100.00

%

34,822,140,774

100.00

%

37,613,876,817

100.00

%

Date:

4 June 2014

Parties:

The Company and the Joint Managers

Proposed issue of the Further Bonds:

Subject to the fulfilment of the conditions set out below in the section headed “Conditions Precedent”.

Conversion of the Further Bonds:

Based on the initial Conversion Price of HK$0.7965 and assuming full conversion of the Further Bonds at the initial Conversion Price, the Further Bonds will be convertible into 924,738,230 Shares, representing approximately 2.87% of the issued share capital of the Company on the Last Trading Day and approximately 2.79% of the issued share capital of the Company as enlarged assuming full conversion of the Further Bonds (assuming that no other Shares are issued or converted into). The New Conversion Shares will be allotted and issued pursuant to the 2013 General Mandate and will rank pari passu in all respects with the Shares then in issue on the relevant conversion date. The issue of the Further Bonds is not subject to the approval of the Shareholders.

Conditions Precedent:

The obligations of the Joint Managers to subscribe and pay for the Further Bonds are subject to, among others, the following conditions precedent:

(a)

Due diligence: the Joint Managers being satisfied with the results of its due diligence investigations with respect to the Company and the Group and the offering circular shall have been prepared in form and content satisfactory to the Joint Managers;

(b)

Other contracts: the execution and delivery (on or before the Further Bonds Closing Date) of the other contracts, each in a form reasonably satisfactory to the Joint Managers, by the respective parties;

(c)

Lock-up: Datang and Country Hill having executed shareholder lock-up undertakings in the form agreed by the Joint Managers;

(d)

Auditors’ letters: upon the publication date of the offering circular and on the Further Bonds Closing Date, there having been delivered to the Joint Managers letters, in form and substance reasonably satisfactory to the Joint Managers, dated the publication date in the case of the first letter and dated the Further Bonds Closing Date in the case of the subsequent letters, and addressed to the Joint Managers from Deloitte Touche Tohmatsu, Certified Public Accountants to the Company;

(e)

Compliance: at the Further Bonds Closing Date:

(i)

the representations and warranties of the Company in the Bond Subscription Agreement being true, accurate and correct at, and as if made on such date;

(ii)

the Company having performed all of its obligations under the Bond Subscription Agreement to be performed on or before such date; and

(iii)

there having been delivered to the Joint Managers a certificate of a duly authorised officer of the Company;

(f)

Material adverse change: after the date hereof or, if earlier, the dates as of which information is given in the offering circular up to and at the Further Bonds Closing Date, there not having occurred any change (nor any development or event reasonably likely to involve a prospective change), in the condition (financial or other), prospects, results of operations or general affairs of the Company or of the Group, which, in the opinion of the Joint Managers, is material and adverse in the context of the issue and offering of the Further Bonds;

(g)

Other consents: on or prior to the Further Bonds Closing Date there shall have been delivered to the Joint Managers copies of all resolutions, consents, authorities and approvals required in relation to the issue of the Further Bonds (if any) and the performance of its obligations under the trust deed, the agency agreement and the Further Bonds (including the consents and approvals required from all lenders);

(h)

Listing: the Hong Kong Stock Exchange having agreed to list the New Conversion Shares upon conversion of the Further Bonds and the Singapore Exchange having agreed, subject to any conditions reasonably satisfactory to the Joint Managers, to list the Further Bonds (or, in each case, the Joint Managers being reasonably satisfied that such listing will be granted);

(i)

Legal Opinions: on or before the Further Bonds Closing Date, there having been delivered to the Joint Managers opinions, in form and substance reasonably satisfactory to the Joint Managers, dated the Further Bonds Closing Date, of:

(i)

Slaughter and May, legal advisers to the Company as to English law;

(ii)

Conyers Dill & Pearman (Cayman) Limited, legal advisers to the Company as to Cayman Islands law;

(iii)

Linklaters, legal advisers to the Joint Managers as to English law; and

(iv)

Zhong Lun Law Firm, legal advisers to the Joint Managers as to PRC law.

Distribution:

The Further Bonds and the New Conversion Shares 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 Further Bonds will be offered and sold in an institutional offering outside the United States in reliance on Regulation S of the Securities Act.

The Further Bonds will be issued to persons in Hong Kong who are professional investors. None of the Further Bonds will be offered or sold to the public in Hong Kong where to do so would result in there being a “prospectus” as defined in the Companies Ordinance, nor will they be Further to any connected persons of the Company.

To the best of the Company’s knowledge, information and belief, having made all reasonable enquiries, the Joint Managers are independent third parties not connected with the Company or any of its subsidiaries or any of their respective directors, chief executives or substantial shareholders or any of their respective associates.

The Joint Managers have informed the Company that they intend to offer and sell the Further Bonds to no less than six placees.

To the best of the Company’s knowledge, information and belief, having made all reasonable enquiries, each of the placees (and their respective ultimate beneficial owners) is and will be independent third parties not connected with the Company or any of its subsidiaries or any of their respective directors, chief executives or substantial shareholders or any of their respective associates.

Company lock-up undertaking:

The Company has undertaken to the Joint Managers that neither it, nor any person acting on its behalf will:

(a)

issue, offer, sell, pledge, contract to sell or otherwise dispose of or grant options, issue warrants or offer rights entitling persons to subscribe or purchase any interest in any Shares or securities of the same class as the Bonds or the Shares or any securities convertible into, exchangeable for or which carry rights to subscribe or purchase the Bonds, the Shares or securities of the same class as the Bonds, the Shares or other instruments representing interests in the Bonds, the Shares or other securities of the same class as them;

(b)

enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of the ownership of the Shares;

(c)

enter into any transaction with the same economic effect as, or which is designed to, or which may reasonably be expected to result in, or agree to do, any of the foregoing, whether any such transaction of the kind described in (a), (b) or (c) is to be settled by delivery of Shares or other securities, in cash or otherwise; or

(d)

announce or otherwise make public an intention to do any of the foregoing,

in any such case without the prior written consent of the Joint Managers between the date of the Bond Subscription Agreement and the date which is 90 days after the date of the Bond Subscription Agreement (both dates inclusive); except for

(i)

the issue of any Shares under the Placing and Subscription Agreement; and

(ii)

the issue of any Bonds or Shares to be issued upon conversion of the Bonds pursuant to any pre-emptive rights arising from the Country Hill Subscription Agreement or the Datang Subscription Agreement (including but not limited to the Further Pre-emptive Securities); and

(iii)

the issue of any Shares to be issued upon the conversion of the Bonds; and

(iv)

the issue of any share options and restricted share units pursuant to any share option schemes adopted in compliance with the Listing Rules and any publicly disclosed equity incentive plans of the Company; and

(v)

the issue of any Shares which are issued as consideration for any merger or acquisition provided that (1) the aggregate value of the Shares issued (as calculated by the Current Market Price (as defined in the Bond Subscription Agreement)) is less than US$100,000,000 and (2) the Company procures that the person receiving such Shares executes a shareholder lock-up undertaking on substantially the same terms as provided above prior to any such issue.

For the avoidance of doubt, any additional lock-up undertaking entered into pursuant to the above shall only be for a period of 90 days from the date of the Bond Subscription Agreement.

Termination:

The Joint Managers may, by written notice to the Company given at any time prior to payment of the net subscription monies for the Further Bonds to the Company, terminate the Bond Subscription Agreement in any of the following circumstances:

(a)

if there shall have come to the notice of the Joint Managers any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in the Bond Subscription Agreement or any failure to perform any of the Company’s undertakings or agreements in the Bond Subscription Agreement;

(b)

if any of the conditions have not been satisfied or waived by the Joint Managers on or prior to the Further Bonds Closing Date;

(c)

if there shall have been, since the date of the Bond Subscription Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Company on any stock exchange or in any over the counter market) or currency exchange rates or foreign exchange controls such as would in the opinion of the Joint Managers, be likely to prejudice materially the success of the offering and distribution of the Further Bonds or dealings in the Bonds in the secondary market;

(d)

if, in the opinion of the Joint Managers, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange, the Singapore Stock Exchange and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Company’s securities are traded; (ii) a suspension in trading in the Company’s securities on the Hong Kong Stock Exchange or the Company’s American Depositary Receipts on the New York Stock Exchange and/or any other stock exchange on which any of the Company’s securities are traded (other than any suspension in connection with the issue of the Further Bonds, or in respect of the transactions described in the announcement in relation to the Placing and the Subscription; (iii) a general moratorium on commercial banking activities in the United States, Singapore, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Company, the Bonds and the Shares to be issued upon conversion of the Bonds or the transfer thereof;

(e)

if there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in the opinion of the Joint Managers, be likely to prejudice materially the success of the offering and distribution of the Further Bonds or dealings in the Bonds in the secondary market.

Subject to the foregoing, completion of the subscription and issue of the Further Bonds will take place on the Further Bonds Closing Date.

The Board considers that the terms and conditions of the Bond Subscription Agreement and the Further Bonds are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

Principal terms of the Further Bonds

The Further Bonds will be consolidated and from the date of their issue form a single series with the Original Bonds and the Original Pre-emptive Bonds and have the same terms and conditions.

The principal terms of the Further Bonds are summarised as follows:

Issuer:

the Company

Principal amount:

US$95 million

Maturity Date:

7 November 2018

Redemption amount on maturity:

Unless previously redeemed, converted or repurchased and cancelled, the Company will redeem each Bonds at its principal amount on the maturity date.

Interest rate:

The Bonds will not bear interest.

Status:

The Bonds constitute direct, unconditional, unsubordinated and (subject to the terms and conditions of the Bonds) unsecured obligations of the Company and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Company under the Bonds shall, subject to exceptions as may be provided by mandatory provisions of applicable legislation and subject to the terms and conditions of the Bonds, at all times rank at least equally with all of the Company’s other present and future unsecured and unsubordinated obligations.

Conversion right:

Subject to and upon compliance with the terms and conditions of the Bonds, the Bonds are convertible by holders into Shares, at any time on and after 18 December 2013 and up to the close of business (at the place where the bond certificate evidencing such Bond is deposited for conversion) on the date falling seven days prior to the maturity date (both days inclusive), except as described in the terms and conditions of the Bonds, or, if such Bonds shall have been called for redemption by the Company before the maturity date, then up to the close of business (at the place aforesaid) on a date no later than seven days (both days inclusive) prior to the date fixed for redemption thereof, or if notice requiring redemption has been given by the holders of such Bond pursuant to the terms and conditions of the Bonds, then up to the close of business (at the place aforesaid) on the day prior to the giving of such notice.

Conversion Price:

The conversion price (as defined in the terms and conditions of the Bonds) will initially be HK$0.7965 per Share but will be subject to adjustment.

The Conversion Price will be subject to adjustment for consolidation, subdivision or reclassification of Shares, capitalisation of profits or reserves, distributions (meaning any distribution of assets in specie and any cash dividend or distribution), rights issue of Shares or options over Shares, rights issue of other securities (other than Shares or options), issue of securities at below 90% of the Current Market Price, modification of rights of conversion and other offers to Shareholders, subject to the terms and conditions of the Bonds.

Immediately after the issue of the Further Bonds and assuming full

Existing (as at the date of this

conversion of the Original Bonds and the Original Pre-emptive Bonds into

announcement)

Shares at the initial Conversion Price

Assuming full conversion of the

Assuming no conversion of the

Further Bonds into Shares at the

Further Bonds (Note 1)

initial Conversion Price (Note 2)

% of issued

% of issued

% of issued

share capital of

share capital of

share capital of

Shareholder

No. of Shares

the Company

No. of Shares

the Company

No. of Shares

the Company

Datang

6,116,138,341

18.98

%

6,647,619,470

18.98

%

6,647,619,470

18.49

%

Country Hill

3,605,890,530

11.19

%

3,919,328,119

11.19

%

3,919,328,119

10.90

%

Holders of Further Bonds

—

—

—

—

924,738,230

2.57

%

Holders of Original Bonds

—

—

1,946,817,325

5.56

%

1,946,817,325

5.42

%

Other Shareholders (Note 3)

22,510,111,903

69.83

%

22,510,111,903

64.27

%

22,510,111,903

62.62

%

Total

32,232,140,774

100.00

%

35,023,876,817

100.00

%

35,948,615,047

100.00

%

Immediately after the Subscription and after the issue of the Further Bonds

Immediately after Subscription and

assuming full conversion of the

Assuming full conversion of the

Original Bonds, the Original Pre-

Original Bonds and the Original

Assuming full conversion of the

emptive Bonds, the Further Bonds

Pre-emptive Bonds and assuming no

Original Bonds, the Original Pre-

and the Further Pre-emptive

conversion of the Further Bonds

emptive Bonds and the Further

Securities into Shares at the initial

Existing (as at the date of this

Immediately after the Placing but

Immediately after the Subscription

into Shares at initial Conversion

Bonds into Shares at initial

Conversion Price

announcement)

before the Subscription (Note 1)

(Note 1)

Price (Note 1)

Conversion Price (Note 2)

(Note 3), (Note 4)

% of issued

% of issued

% of issued

% of issued

% of issued

% of issued

share capital

share capital

share capital

share capital

share capital

share capital

of the

of the

of the

of the

of the

of the

Shareholder

No. of Shares

Company

No. of Shares

Company

No. of Shares

Company

No. of Shares

Company

No. of Shares

Company

No. of Shares

Company

Datang

6,116,138,341

18.98

%

3,526,138,341

10.94

%

6,116,138,341

17.56

%

6,647,619,470

17.67

%

6,647,619,470

17.25

%

7,537,973,850

18.98

%

Country Hill

3,605,890,530

11.19

%

3,605,890,530

11.19

%

3,605,890,530

10.36

%

3,919,328,119

10.42

%

3,919,328,119

10.17

%

4,215,593,919

10.61

%

Placees of the Sale Shares (inc. SEHL)

—

—

2,590,000,000

8.04

%

2,590,000,000

7.44

%

2,590,000,000

6.89

%

2,590,000,000

6.72

%

2,590,000,000

6.52

%

Holders of Further Bonds

—

—

—

—

—

—

—

—

924,738,230

2.40

%

924,738,230

2.33

%

Holders of Original Bonds

—

—

—

—

—

—

1,946,817,325

5.18

%

1,946,817,325

5.05

%

1,946,817,325

4.90

%

Other Shareholders

22,510,111,903

69.83

%

22,510,111,903

69.83

%

22,510,111,903

64.64

%

22,510,111,903

59.84

%

22,510,111,903

58.41

%

22,510,111,903

56.66

%

Total

32,232,140,774

100.00

%

32,232,140,774

100.00

%

34,822,140,774

100.00

%

37,613,876,817

100.00

%

38,538,615,047

100.00

%

39,725,235,227

100.00

%

“2013 General Mandate”

a general and unconditional mandate granted to the Directors by passing a resolution of the Shareholders at the annual general meeting of the Company held on 13 June 2013 to exercise the power of the Company to allot and issue up to 20% of the issued share capital of the Company as at the date of passing such resolution

“2014 Equity Incentive Plan”

the 2014 equity incentive plan adopted by the Company pursuant to a resolution passed by the Shareholders at the annual general meeting of the Company held on 13 June 2013 and effective from 15 November 2013 upon its registration with the PRC State Administration of Foreign Exchange;

“ADS(s)”

American depositary shares of the Company, each of which represents 50 Shares;

“Alternative Stock Exchange”

at any time, in the case of the Shares, if they are not at that time listed and traded on the Hong Kong Stock Exchange, the principal stock exchange or securities market on which the Shares are then listed or quoted or dealt in;

“associate(s)”

has the meaning ascribed to it under the Listing Rules;

“Board”

the board of Directors;

“Bond Subscription Agreement”

the subscription agreement between the Company and the Joint Managers dated 4 June 2014 relating to the issue of the Further Bonds;

“Bonds”

the Original Bonds, the Original Pre-emptive Bonds, the Further Bonds, any Datang Pre-emptive Bonds and any Country Hill Pre-emptive Bonds;

“Closing Price”

“Closing Price” for the Shares for any trading day shall be the price published in the daily quotation sheet published by the Hong Kong Stock Exchange or, as the case may be, the equivalent quotation sheet of an Alternative Stock Exchange for such day;

“Companies Ordinance”

Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

“Company”

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 and the ADSs of which are listed on the New York Stock Exchange, Inc.;

“connected person(s)”

has the meaning ascribed to it under the Listing Rules;

“Conversion Price”

the price at which Conversion Shares will be issued upon conversion of the Bonds which will initially be HK$0.7965 per Conversion Share and will be subject to adjustment in the manner provided in the terms and conditions of the Bonds;

“Conversion Shares”

to be allotted and issued by the Company upon conversion of the Bonds;

“Country Hill”

Country Hill Limited, a wholly-owned subsidiary of Bridge Hill Investments Limited, which is a subsidiary controlled by China Investment Corporation;

“Country Hill Further Subscription”

the potential subscription of Country Hill Pre-emptive Securities by Country Hill pursuant to any exercise of pre-emptive right by Country Hill under the Country Hill Subscription Agreement;

“Country Hill Original Pre-emptive Bonds”

the US$32,200,000 zero coupon convertible bond due 2018 issued to Country Hill on 29 May 2014 pursuant to a subscription agreement dated 18 December 2013 between Country Hill and the Company, which are consolidated and form a single series with the Original Bonds;

“Country Hill Pre- emptive Bonds”

any Bonds to be issued to Country Hill pursuant to any exercise of its pre-emptive right under the Country Hill Subscription Agreement in connection with the Bond Subscription Agreement as will result in Country Hill’s percentage shareholding (on a fully converted basis) in the Company not being diluted by the issue of the Further Bonds and any Datang Further Subscription;

“Country Hill Pre-emptive Securities”

the Country Hill Pre-emptive Bonds and the Country Hill Pre-emptive Shares;

“Country Hill Pre-emptive Shares”

any Shares to be issued to Country Hill pursuant to any exercise of its pre-emptive right under the Country Hill Subscription Agreement in connection with the Placing and Subscription Agreement as will result in Country Hill’s percentage shareholding in the Company not being diluted by the issue of the Subscription Shares and any Country Hill Further Subscription of Shares;

“Country Hill Subscription Agreement”

the share subscription agreement dated 18 April 2011 between the Company and Country Hill;

“Current Market Price”

has the meaning as defined in the Subscription Agreement;

“Datang”

Datang Holdings (Hongkong) Investment Company Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of Datang Telecom Technology & Industry Holdings Co., Ltd., a company incorporated under PRC laws;

“Datang Further Subscription”

the potential subscription of Datang Pre-emptive Securities by Datang pursuant to any exercise of pre-emptive right by Datang under the Datang Subscription Agreement;

“Datang Original Pre-emptive Bonds”

the US$54,600,000 zero coupon convertible bonds due 2018 issued to Datang on 29 May 2014 pursuant to a subscription agreement dated 18 December 2013 between Datang and the Company, which are consolidated and form a single series with the Original Bonds;

“Datang Pre-emptive Bonds”

any Bonds to be issued to Datang pursuant to any exercise of its pre-emptive right under the Datang Subscription Agreement in connection with the Bond Subscription Agreement as will result in Datang’s percentage shareholding (on a fully converted basis) in the Company not being diluted by the issue of the Further Bonds and any Country Hill Further Subscription;

“Datang Pre-emptive Securities”

the Datang Pre-emptive Bonds and the Datang Pre-emptive Shares;

“Datang Pre-emptive Shares”

any Shares to be issued to Datang pursuant to any exercise of its pre-emptive right under the Datang Subscription Agreement in connection with the Placing and Subscription Agreement as will result in Datang’s percentage shareholding in the Company not being diluted by the issue of the Subscription Shares and any Country Hill Further Subscription of Shares;

“Datang Subscription Agreement”

the share purchase agreement dated 6 November 2008 between the Company and Datang Telecom Technology & Industry Holdings Co., Ltd., a company incorporated under PRC laws;

“Director(s)”

director(s) of the Company;

“Further Bonds”

the zero coupon convertible bonds due 2018 of an aggregate principal amount of US$95 million issued by the Company under the Bond Subscription Agreement which will be consolidated and from the date of their issue form a single series with the Original Bonds and the Original Pre-emptive Bonds;

“Further Bonds Closing Date”

24 June 2014 or such other date as the Company and the Joint Managers may agree, but not later than 8 July 2014;

“Further Pre-emptive Securities”

the Datang Pre-emptive Securities and the Country Hill Pre-emptive Securities;

“Group”

the Company and its subsidiaries;

“HK$”

Hong Kong Dollars, the lawful currency of Hong Kong

“Hong Kong”

Hong Kong Special Administrative Region of the PRC;

“Hong Kong Stock Exchange”

The Stock Exchange of Hong Kong Limited;

“Joint Managers”

J.P. Morgan Securities plc and Deutsche Bank AG Hong Kong Branch;

“Joint Placing Agents”

J.P. Morgan Securities (Asia Pacific) Limited and Deutsche Bank AG, Hong Kong Branch

“Last Trading Day”

4 June 2014, being the last full trading day immediately before the entering into of the Bond Subscription Agreement and the Placing and Subscription Agreement;

“Listing Rules”

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

“New Conversion Shares”

Shares to be allotted and issued by the Company upon conversion of the Further Bonds;

“Original Bonds”

the US$200,000,000 zero coupon convertible bonds due 2018 issued by the Company on 7 November 2013;

“Original Pre-emptive Bonds”

the Datang Original Pre-emptive Bonds and the Country Hill Original Pre-emptive Bonds;

“Original Pre-emptive Securities”

the Original Pre-emptive Bonds and any Shares issuable thereunder;

“Placees”

any professional institutional and other investor whom any of the Joint Placing Agents have procured to purchase any of the Sale Shares under the Placing and Subscription Agreement;

“Placing” the

placing of the Sale Shares pursuant to the Placing and Subscription Agreement;

“Placing and Subscription Agreement”

Placing and subscription agreement between the Vendor, the Company and the Joint Placing Agents dated 4 June 2014;

“Placing Price”

HK$0.60 per Sale Share;

“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);

“Regulation S”

Regulation S under the Securities Act;

“Restricted Share Units”

an unsecured promise of the Company to pay eligible individuals a specific number of Shares or American depositary share(s) of the Company, each of which represents 50 Shares, as applicable, on a specified date pursuant to the 2014 Equity Incentive Plan, subject to all applicable laws, rules, regulations and the applicable vesting, transfer or forfeiture restrictions as set out in the 2014 Equity Incentive Plan and the applicable award document;

“Sale Shares”

a total of 2,590,000,000 Shares offered by the Vendor for sale on its own behalf which are to be placed by the Joint Placing Agents pursuant to the Placing and Subscription Agreement at the Placing Price;

“Securities Act”

the U.S. Securities Act of 1933, as amended;

“SEHL”

SIIC Estate (Holdings) Limited, a wholly owned subsidiary of Shanghai Industrial;

“SFC”

the Securities and Futures Commission of Hong Kong;

“Shanghai Industrial”

Shanghai Industrial Investment (Holdings) Company Limited, an existing shareholder of the Company holding approximately 4.59% of the issued share capital of the Company;

“Share(s)”

share(s) of US$0.0004 each in the share capital of the Company;

“Shareholder(s)”

the holder(s) of the Shares;

“Singapore Exchange”

Singapore Exchange Securities Trading Limited

“Subscription”

the subscription for the Subscription Shares pursuant to the Placing and Subscription Agreement;

“Subscription Price”

HK$0.60 per Subscription Share;

“Subscription Shares”

2,590,000,000 Shares to be subscribed by the Vendor pursuant to the Placing and Subscription Agreement;

“substantial shareholder(s)”

has the meaning ascribed to it under the Listing Rules;

“Takeovers Code”

the Code on Takeovers and Mergers of Hong Kong;

“US” or “United States”

the United States of America;

“US$”, “USD” or “US Dollars”

United States dollars, the lawful currency of the United States;