Advanced Semiconductor Mfg Corp. Ltd. : NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

(A foreign invested joint stock company incorporated in the People's Republic of China with limited liability)

Semiconductor Manufacturing Corporation Limited (the "Company") will be held at Meeting Room,
1st Floor, A Building, Ramada Shanghai Caohejing Hotel, No. 509, Caobao Road, Shanghai, the People's Republic of China at 11:00 a.m. on 20 December 2012 (the "EGM") to consider and, if thought fit, to pass the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular dated 2 November 2012 (the "Circular").

1. "THAT the appointment of Mr. PU Hanhu as an Independent Non-executive Director of the third session of the Board with a term of office from the date of the EGM to 1 March 2013, the entering into of the Service Contract for Independent Non-executive Director (as set out in Appendix II of the Circular) between the Company and Mr. PU Hanhu, and the fixing of his proposed remuneration (as set out in Appendix III of the Circular) be and are hereby approved."
2. "THAT the appointment of Dr. WANG Qingyu as an Executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Executive Director (as set out in Appendix IV of the Circular) between the Company and Dr. WANG Qingyu, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
3. "THAT the appointment of Dr. CHEN Jianming as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Dr. CHEN Jianming, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
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4. "THAT the appointment of Mr. Winfried Lodewijk PEETERS as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Mr. Winfried Lodewijk PEETERS, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
5. "THAT the appointment of Ms. SHEN Qing as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Ms. SHEN Qing, and the fixing of her proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
6. "THAT the appointment of Mr. David Siu Kee KIANG as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Mr. David Siu Kee KIANG, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
7. "THAT the appointment of Mr. ZHU Jian as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Mr. ZHU Jian, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
8. "THAT the appointment of Mr. XU Ding as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Mr. XU Ding, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
9. "THAT the appointment of Mr. James Arthur WATKINS as an Independent Non-executive
Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March
2016, the entering into of the Service Contract for Independent Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Mr. James Arthur WATKINS, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
10. "THAT the appointment of Dr. CHEN Enhua as an Independent Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Independent Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Dr. CHEN Enhua, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
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11. "THAT the appointment of Dr. JIANG Qingtang as an Independent Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Independent Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Dr. JIANG Qingtang, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
12. "THAT the appointment of Mr. PU Hanhu as an Independent Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Independent Non-executive Director (as set out in Appendix IV of the Circular) between the Company and Mr. PU Hanhu, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
13. "THAT the appointment of Ms. XU Chunlei as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March
2016, the entering into of the Service Contract for Shareholders Representative Supervisor (as set out in Appendix IV of the Circular) between the Company and Ms. XU Chunlei, and the fixing of her proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
14. "THAT the appointment of Mr. YANG Yanhui as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March
2016, the entering into of the Service Contract for Shareholders Representative Supervisor (as set out in Appendix IV of the Circular) between the Company and Mr. YANG Yanhui, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
15. "THAT the appointment of Mr. SUN Biyuan as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March
2016, the entering into of the Service Contract for Shareholders Representative Supervisor (as set out in Appendix IV of the Circular) between the Company and Mr. SUN Biyuan, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
16. "THAT the appointment of Ms. CHEN Yan as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March
2016, the entering into of the Service Contract for Shareholders Representative Supervisor (as set out in Appendix IV of the Circular) between the Company and Ms. CHEN Yan, and the fixing of her proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
17. "THAT the appointment of Mr. ZHOU Chengjie as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1
March 2016, the entering into of the Service Contract for Shareholders Representative Supervisor (as set out in Appendix IV of the Circular) between the Company and Mr. ZHOU Chengjie, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."
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18. "THAT the entering into of the Service Contract for Employee Representative Supervisor (as set out in Appendix IV of the Circular) between the Company and the Employee Representative Supervisor, and the fixing of his proposed remuneration (as set out in Appendix V of the Circular) be and are hereby approved."

19. "THAT the Articles of Association be and is hereby amended in the following manner:
By deleting the first paragraph of Article 94 in its entirety and substituting it with the following: The Company shall have a board of directors. The board of directors shall consist of eleven (11)
directors. Outside directors (meaning directors who do not hold office in the Company hereinafter) shall account for more than one half of the total number of directors, of which at least four shall be independent non-executive directors (meaning directors who are independent from the Company's shareholders and do not hold office in the Company hereinafter)."
By Order of the Board

Chairman

Shanghai, the PRC, 2 November 2012

(1) Closure of register of members and eligibility for attending the EGM
To determine the list of Shareholders who have the right to attend the EGM, the register of members will be closed from 20 November 2012 to 20 December 2012 (both days inclusive) during which no transfer of Shares will be effected. The Shareholders whose names appear on the register of members of the Company on 20 December 2012 are entitled to attend the EGM.
Holders of H-Shares who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer document together with the relevant share certificates at the H-Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms
1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than
4:30 p.m. on 19 November 2012. (2) Proxy
Any Shareholder who is entitled to attend and vote at a general meeting of the Company shall be entitled to appoint one (1) or more persons (whether such person is a Shareholder or not) as his proxy/proxies to attend and vote on his behalf.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or under the hand of a director or an authorised person or a duly authorised attorney of the legal entity. The letter of authorization shall contain the number of Shares to be represented by the proxy. If several persons are authorised as the proxies of a Shareholder, the letter of authorization shall specify the number of Shares to be represented by each proxy.
The instrument appointing a voting proxy and, if such instrument is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority shall be deposited at Computershare Hong Kong Investor Services Limited (in respect of holders of H-Shares) or at the Company's Board Secretariat (in respect of holders of non-H-Shares) in person or by post not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. The address of the Company's Board Secretariat is 385 Hong Cao Road, Shanghai 200233, the PRC.
(3) Reply slip
If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited for holders of H-Shares or to the Company's Board Secretariat for holders of non-H-Shares on or before 30 November 2012.
(4) Other business
The EGM is expected to last for half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the EGM shall produce their identity documents. The Company is entitled to deny attendance by any Shareholders or their proxies who fail to produce their identity documents.

As at the date of this announcement, the executive director of the Company is Wang Qingyu; the non-executive directors of the Company are Chen Jianming, Shen Qing, Zhu Jian, Li Zhi, David Siu Kee Kiang and Winfried Lodewijk Peeters; and the independent non-executive directors of the Company are Thaddeus Thomas Beczak, Shen Weijia and James Arthur Watkins.

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