ADVANCED SEMICONDUCTOR MANUFACTURING CORPORATION LIMITED

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

(Stock Code: 03355)

Number of Shares related to this proxy form1

Proxy Form for the Extraordinary General Meeting

I/We2

of

being the registered holder(s) of H-Share(s)/non-H-Share(s) (please delete as appropriate) of RMB1.00 each in the capital of Advanced

Semiconductor Manufacturing Corporation Limited (the "Company") hereby appoint3

(I.D. No.: ) of / the Chairman of the extraordinary general meeting as my/our proxy to attend and vote for me/us on the following resolutions in accordance with the instruction(s) below and on my/our behalf at the extraordinary general meeting of the Company to 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 ("EGM") or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM, and voting on behalf of me/us under my/our name as indicated below4.

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 2 November 2012.

Ordinary Resolutions

For

Against

1.

To approve 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 between the Company and Mr. PU Hanhu, and the fixing of

his proposed remuneration.

2.

To approve 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 between the

Company and Dr. WANG Qingyu, and the fixing of his proposed remuneration.

3.

To approve 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 between

the Company and Dr. CHEN Jianming, and the fixing of his proposed remuneration.

4·

To approve 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 between the Company and Mr. Winfried Lodewijk PEETERS, and the fixing

of his proposed remuneration.

5.

To approve 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 between the Company and Ms. SHEN Qing, and the fixing of her proposed remuneration.

6

To approve 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 between the Company and Mr. David Siu Kee KIANG, and the fixing of his

proposed remuneration.

7.

To approve 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 between the Company and Mr. ZHU Jian, and the fixing of his proposed remuneration.

8.

To approve 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 between

the Company and Mr. XU Ding, and the fixing of his proposed remuneration.

9.

To approve 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 between the Company and Mr. James Arthur

WATKINS, and the fixing of his proposed remuneration.

Ordinary Resolutions

For

Against

10.

To approve 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 between the Company and Dr. CHEN Enhua, and the fixing

of his proposed remuneration.

11.

To approve 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 between the Company and Dr. JIANG Qingtang, and the

fixing of his proposed remuneration.

12.

To approve 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 between the Company and Mr. PU Hanhu, and the fixing of

his proposed remuneration.

13.

To approve 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 between the Company and Ms. XU Chunlei,

and the fixing of her proposed remuneration.

14.

To approve 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 between the Company and Mr. YANG Yanhui,

and the fixing of his proposed remuneration.

15.

To approve 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 between the Company and Mr. SUN Biyuan,

and the fixing of his proposed remuneration.

16.

To approve 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 between the Company and Ms. CHEN Yan,

and the fixing of her proposed remuneration.

17.

To approve 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 between the Company and Mr. ZHOU

Chengjie, and the fixing of his proposed remuneration.

18.

To approve the entering into of the Service Contract for Employee Representative

Supervisor between the Company and the Employee Representative Supervisor, and

the fixing of his proposed remuneration.

Special Resolution

For

Against

19.

To approve the Articles of Association be and 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).

Signature(s): Date:

Notes:

1. Please insert the number of Share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the Shares in the capital of the Company registered in your name(s).
2. Please insert the full name(s) and address(es) in BLOCK LETTERS.
3. Please insert the name and address of your proxy in BLOCK LETTERS. If this is left blank, the chairman of the EGM will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote at the EGM provided that such proxies must attend the EGM in person or on your behalf. Any alteration made to this proxy form must be signed by the signatory.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK ("/") THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK ("/") THE BOX MARKED "AGAINST". If no direction is given, the proxy is entitled to vote for or against the resolutions at his/her own discretion.

5. This proxy form shall be in writing under the hand of the appointor or his attorney duly authorized in writing. If the appointor is a legal entity, this form should be executed either under seal or under the hand of a director or an authorized person or a duly authorised attorney of the legal entity.
Please attach a copy of your identity card/passport (if you are an individual) or a copy of your business license or certificate of incorporation (if you are a legal entity).
This form of proxy and, if it 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 People's Republic of China.

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