UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. _)*

Semiconductor Manufacturing International Corporation

(Name of Issuer)

Ordinary Shares, par value US$0.0004

(Title of Class of Securities)

G8020E101

(CUSIP Number)

December 31, 2005**

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)

** The Reporting Person is filing this Schedule 13G to satisfy its reporting obligations pursuant to Rules 13d-1(b) and 13d-2(b) under the Act for each of the calendar years ended December 31, 2005 and December 31, 2006.

CUSIP No. G8020E101

1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Credit Suisse
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION

Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER 0 as of December 31, 2005 and 0 as of December 31, 2006
6. SHARED VOTING POWER 1,720,061,030 as of December 31, 2005 and 806,885,880 as of December 31, 2006
7. SOLE DISPOSITIVE POWER 0 as of December 31, 2005 and 0 as of December 31, 2006
8. SHARED DISPOSITIVE POWER 1,720,061,030 as of December 31, 2005 and 806,885,880 as of December 31, 2006
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,720,061,030 as of December 31, 2005 and 806,885,880 as of December 31, 2006
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.4% as of December 31, 2005 and 4.4% as of December 31, 2006
12. TYPE OF REPORTING PERSON

BK, HC

Item 1.
(a) Name of Issuer
Semiconductor Manufacturing International Corporation
(b) Address of Issuer's Principal Executive Offices
18 Zhangjiang Road, Pudong New Area, Shanghai 201203, People's Republic of China
Item 2.
(a) Name of Person Filing
Credit Suisse. See Schedule I.
(b) Address of Principal Business Office or, if None, Residence
Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland
(c) Citizenship
Switzerland
(d) Title of Class of Securities
Ordinary Shares, par value US$0.0004
(e) CUSIP Number
G8020E101
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [X] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
1,720,061,030 as of December 31, 2005 and 806,885,880 as of December 31, 2006.
(b) Percent of Class:
9.4% as of December 31, 2005 and 4.4% as of December 31, 2006.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote  
  0 as of December 31, 2005 and 0 as of December 31, 2006.
(ii) shared power to vote or to direct the vote  
  1,720,061,030 as of December 31, 2005 and 806,885,880 as of December 31, 2006.
(iii) sole power to dispose or to direct the disposition of  
  0 as of December 31, 2005 and 0 as of December 31, 2006.
(iv) shared power to dispose or to direct the disposition of                    
  1,720,061,030 as of December 31, 2005 and 806,885,880 as of December 31, 2006.
Item 5. Ownership of Five Percent or Less of Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
See Schedule I.
Item 8. Identification and Classification of Members of the Group.

Not Applicable.
Item 9. Notice of Dissolution of Group.

Not Applicable.
Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2007

Credit Suisse

By: /s/ Louise Guarneri
--------------------------------------
Name: Louise Guarneri
Title:    Managing Director

Schedule I

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Schedule 13G is being filed by Credit Suisse (the “Bank”), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the “Investment Banking division”), the Alternative Investments business (the “AI Business”) within the Asset Management division (the “Asset Management division”) and the U.S. private client services business (the “U.S. PCS Business”) within the Private Banking division (the “Private Banking division”) (the “Reporting Person”). The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person’s principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.

The ultimate parent company of the Bank is Credit Suisse Group (“CSG”), a corporation formed under the laws of Switzerland. CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking products. The Bank is comprised of the Investment Banking division, the Asset Management division and the Private Banking division. The Investment Banking division provides financial advisory and capital raising services and sales and trading to institutional, corporate and government clients worldwide. The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide and offers products across a broad range of investment classes, including alternative investments. The Private Banking division offers global private banking and corporate and retail banking services in Switzerland. CSG’s business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.

CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including those subsidiaries that constitute the Asset Management division (other than the AI Business) (the “Traditional AM Business”) and the Private Banking division (other than the U.S. PCS Business) (the “Non-U.S. PB Business”)) may beneficially own securities to which this Schedule 13G relates (the “Shares”) and such Shares are not reported in this Schedule 13G. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of the Traditional AM Business and the Non-U.S. PB Business disclaims beneficial ownership of Shares beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, the Traditional AM Business and the Non-U.S. PB Business.