中芯国际:中芯国际经修订及重述组织章程大纲及细则(英文版草案)

【摘要】SEMICONDUCTORMANUFACTURINGINTERNATIONALCORPORATION*(incorporatedintheCaymanIslandswithlimitedliability)AMENDEDANDRESTATE...

      SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
                                                        *

                            (incorporated in the Cayman Islands with limited liability)

                      AMENDED AND RESTATED

          MEMORANDUM AND ARTICLES OF ASSOCIATION

*  For identification purpose only

Content


MEMORANDUM OF ASSOCIATION ......   2

ARTICLES OF ASSOCIATION ......   4

  CHAPTER 1  DEFINITIONS AND GENERAL PROVISIONS ......   5

  (1)  Definitions ......   5

  (2)  General Provisions ......   7

  CHAPTER 2  AUTHORIZED SHARE CAPITAL AND SHARES ......   8

  (1)  Authorized Share Capital and Issue of Shares ......   8

  (2)  Preferred Shares ......   9

  (3)  Common Shares ...... 10

  (4)  Transfer of Shares ...... 10

  (5)  Redemption and Repurchase of Shares ...... 11

  (6)  Transmission of Shares ...... 12

  (7)  Sale of Shares ...... 13

  (8)  Share Certificates ...... 14

  (9)  Register of Members ...... 14

  CHAPTER 3  MEMBERS AND GENERAL MEETINGS ...... 15

  (1)  Rights of Members ...... 15

  (2)  Variation of Rights of Shares ...... 16

  (3)  Authorities of General Meetings ...... 16

  (4)  Convening of General Meetings ...... 18

  (5)  Notice of General Meetings ...... 19

  (6)  Proxy ...... 21

  (7)  Proposed Business to be Transacted at General Meetings ...... 21

  (8)  Proceedings at General Meetings ...... 24

  (9)  Voting by Members and Passing of Resolutions at General Meetings ...... 25

  CHAPTER 4  DIRECTORS AND THE BOARD ...... 26

  (1)  Directors Appointment and Vacation of Office ...... 26

  (2)  Remuneration and Interests of Directors ...... 27

  (3)  Alternate Directors ...... 28

  (4)  Authorities and Duties of the Board ...... 29

  (5)  Delegation of the Power of the Board ...... 30

  (6)  Notice of Board Meetings ...... 31

  (7)  Proceedings at Board Meetings ...... 31

  (8)  Voting and Resolutions at Board Meetings ...... 32

  CHAPTER 5  SENIOR MANAGEMENT AND SECRETARY ...... 33
  CHAPTER 6  FINANCIAL INFORMATION, PROFIT DISTRIBUTION AND AUDIT . .  33

  (1)  Financial Information ...... 33

  (2)  Profit Distribution ...... 34

  (3)  Appointment and Duties of Auditors ...... 36

  CHAPTER 7  WINDING UP ...... 36

  CHAPTER 8  INDEMNITY ...... 37

  CHAPTER 9  NOTICES ...... 37

  CHAPTER 10 MISCELLANEOUS ...... 38

  (1)  Seal ...... 38

  (2)  Transfer by way of Continuation ...... 38

                MEMORANDUM OF ASSOCIATION

              THE COMPANIES ACT (AS REVISED)

            EXEMPTED COMPANY LIMITED BY SHARES

        SEMICONDUCTOR MANUFACTURING

          INTERNATIONAL CORPORATION

              ELEVENTH AMENDED AND RESTATED

                MEMORANDUM OF ASSOCIATION

(Approved and Adopted by way of a Special Resolution passed on [   ] 2023)

1  The name of the Company is Semiconductor Manufacturing International Corporation.
2  The registered office of the Company shall be at the offices of Conyers Trust Company
    (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111,
    Cayman Islands, or at such other place as the Directors may decide from time to time.

3  The objects for which the Company is established are unrestricted and the Company shall have
    full power and authority to carry out any object not prohibited by the Companies Act or as the
    same may be revised from time to time, or any other law of the Cayman Islands.

4  The liability of each Member is limited to the payment in full of the amount from time to time
    unpaid on such Member’s shares.

5  The share capital of the Company is US$42,000,000 divided into (i) 10,000,000,000 common
    shares of a par value of US$0.004 each and having the rights and privileges attached thereto as
    provided in the Company’s Articles of Associations and (ii) 500,000,000 preferred shares of a
    par value of US$0.004 each and having the rights and privileges attached thereto as provided in
    the Company’s Articles of Association.

6  The Company has power to register by way of continuation as a body corporate limited by
    shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in
    the Cayman Islands.

7  Capitalized terms that are not defined in this Memorandum of Association bear the same
    meaning as those given in the Articles of Association of the Company.


              THE COMPANIES ACT (AS REVISED)

            EXEMPTED COMPANY LIMITED BY SHARES

        SEMICONDUCTOR MANUFACTURING

          INTERNATIONAL CORPORATION

            THIRTEENTH AMENDED AND RESTATED

                  ARTICLES OF ASSOCIATION

(Approved and Adopted by way of a Special Resolution passed on [   ] 2023)

        CHAPTER 1 DEFINITIONS AND GENERAL PROVISIONS

                                    (1) Definitions

Table A in the Schedule to the Companies Act does not apply to these Articles. In these Articles,
unless the subject or context suggests otherwise, the following term