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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2012

Commission File Number: 001-31994

Semiconductor Manufacturing International
Corporation

(Translation of registrant’s name into English)

18 Zhangjiang Road

Pudong New Area, Shanghai 201203

People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F   o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

o Yes   x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

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CONTENTS

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This annual report may contain, in addition to historical information, “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on SMIC’s current assumptions, expectations and projections about future events. SMIC uses words like “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions to identify forward- looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting judgment of SMIC’s senior management and involve significant risks, both known and unknown, uncertainties and other factors that may cause SMIC’s actual performance, financial condition or results of operations to be materially different from those suggested by the forward-looking statements including, among others, risks associated with cyclicality and market conditions in the semiconductor industry, intense competition, timely wafer acceptance by SMIC’s customers, timely introduction of new technologies, SMIC’s ability to ramp new products into volume, supply and demand for semiconductor foundry services, industry overcapacity, shortages in equipment, components and raw materials, availability of manufacturing capacity and financial stability in end markets.

Except as required by law, SMIC undertakes no obligation and does not intend to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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ADDITIONAL INFORMATION

References in this annual report to:

·                            “2013 AGM” are to the Company’s Annual General Meeting scheduled to be held on or around June 13, 2013;

·                            “Board” are to the board of directors of the Company;

·                            “China” or the “PRC” are to the People’s Republic of China, excluding for the purpose of this annual report, Hong Kong, Macau and Taiwan;

·                            “Company” or “SMIC” are to Semiconductor Manufacturing International Corporation;

·                            “Director(s)” are to the members of the Board;

·                            “EUR” are to Euros;

·                            “HK$” are to Hong Kong dollars;

·                            “IFRS” are to International Financial Reporting Standards as issued by the International Accounting Standards Board;

·                            “JPY” are to Japanese Yen;

·                            “Listing Rules” are to the Rules Governing the Listing of Securities on the SEHK, as amended from time to time;

·                            “NYSE” or “New York Stock Exchange” are to the New York Stock Exchange, Inc.;

·                            “RMB” are to Renminbi;

·                            “SEC” are to the U.S. Securities and Exchange Commission;

·                            “SEHK”, “HKSE” or “Hong Kong Stock Exchange” are to the Stock Exchange of Hong Kong Limited;

·                            “US$” or “USD” are to U.S. dollars; and

·                            “U.S. GAAP” are to the generally accepted accounting principles in the United States.

All references in this annual report to silicon wafer quantities are to 8-inch wafer equivalents, unless otherwise specified. Conversion of quantities of 12-inch wafers to 8-inch wafer equivalents is achieved by multiplying the number of 12-inch wafers by 2.25. When we refer to the capacity of wafer fabrication facilities, we are referring to the installed capacity based on specifications established by the manufacturers of the equipment used in those facilities. References to key process technology nodes, such as 0.35 micron, 0.25 micron, 0.18 micron, 0.15 micron, 0.13 micron, 90 nanometer, 65 nanometer and 45 nanometer include the stated resolution of the process technology, as well as intermediate resolutions down to but not including the next key process technology node of finer resolution. For example, when we state “0.25 micron process technology,” that also includes 0.22 micron, 0.21 micron, 0.20 micron and 0.19 micron technologies and “0.18 micron process technology” also includes 0.17 micron and 0.16 micron technologies. Our financial information presented in this annual report has been prepared in accordance with IFRS. The financial information presented in the annual reports prior to 2012 was prepared in accordance with U.S. GAAP.

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CORPORATE INFORMATION

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FINANCIAL HIGHLIGHTS

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LETTER TO SHAREHOLDERS

Dear Shareholders,

2012 was SMIC’s tenth year of production. We are pleased to announce that in this fruitful year we delivered full year profitability. In 2012, the Company achieved historic high annual revenue of US$1.7 billion while turning net income positive; we recorded annual net income attributable to SMIC of $22.8 million, a 7-year high. SMIC’s revenue grew 29% in 2012 from the prior year, significantly surpassing the 2012 year-over-year growth rate of global semiconductor sales of -2.9% and the pure-play foundry growth rate of 15%, according to iSuppli estimates.

Beginning in the first quarter of 2012, we consistently beat outside expectations and in the second quarter, we recorded positive quarterly net income. Our improved operations, customer service, and quality increased our profitability. Based on these improvements, SMIC gained significant customer confidence, which contributed to higher fab utilization; after the first quarter of 2012, SMIC maintained utilization above 90%. According to the latest survey published by the Ministry of Industry and Information Technology in November 2012, SMIC is the number one preferred foundry among Chinese fabless companies. About 75% of Chinese fabless companies now choose SMIC as their preferred foundry partner, compared to the 59% who chose us in 2011. This also shows customers’ recognition of our improved operations and service over the last year.

In the fourth quarter of 2012, the Company’s 65/55nm revenue contributed one-third of total wafer revenue, compared to one-fifth during the same period in 2011. Also in the fourth quarter of 2012, our 45/40nm process began mass production and contributed 2.6% of wafer sales. Our 28nm development is on schedule and progressing steadily.

In 2012, we increased the Company’s operational efficiency, expanded output, and used less capital spending to achieve these goals.

We believe the Company will continue to benefit from rapid growth of the mobile device market, as well as the continued growth of our China customer base. Notably, our China sales grew 34.1% in 2012 from the prior year, while employing our full spectrum of technology from 0.35-micron to 40nm.

In 2012, the Company continued to actively commit to social responsibility, in accord with industry and official calls to invest resources for environmental protection, energy conservation, recycling, and community service.

As the leading and most advanced foundry provider in China, we have upgraded our technology portfolio, services, and quality to help all of our customers participate in this rapidly growing market. We are very pleased with SMIC’s achievements in 2012, and determined to build on the momentum.

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Looking ahead, we remain committed to our long-term strategy, anchored in the best interests of our shareholders. We will leverage our strengths and focus on long-term sustainable profitability, continued growth, and value growth for shareholders. We will strive to implement our business plan and objectives with diligence and precision.

We express our sincere gratitude to our shareholders, customers, vendors, and employees for their ongoing commitment and support.

Shanghai, China
March 25, 2013

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BUSINESS REVIEW

In 2012, the Company continued to solidify its long-term strategy and vision. The Company experienced profitable revenue growth while advancing its technology on the leading edge and developing value added differentiated legacy processes. The Company’s portfolio, coupled with the global experience of the new management team in Operations, Technology Development, Customer Service and our China market share, positions the Company for continued growth. In addition, 2012 was a milestone year for SMIC’s advanced 65nm technology. The revenue contribution from 65nm technology more than doubled, representing 32.0% of total wafer revenue in 2012 compared to 18.5% in 2011. The Company has also started volume shipment for 40nm and 45nm in the fourth quarter of 2012.

Our Improved quality of service contributed to overall utilization of 88.3% in 2012 versus 68.9% in 2011. This led to compounded growth for each quarter throughout 2012.

Financial Overview

Despite a challenging environment in 2012, the Company’s sales totaled US$1,701.6 million, compared to US$1,319.5 million in 2011. During the year, we generated US$435.2 million in cash from operating activities. Capital expenditures in 2012 totaled $499.3 million. Looking ahead, our objective is to achieve sustained profitability over the long term. To achieve this, we will continue to focus on precision execution, efficiency improvement, customer service excellence and fostering innovation.

Customers and Markets

SMIC continues to serve a broad global customer base comprised of leading IDMs, fabless semiconductor companies and system companies.

Geographically, customers from United States of America contributed 55.3% of the overall revenue in 2012, compared to 55.0% in 2011, and remained the largest revenue base for SMIC in 2012, contributing a 67.1% to our advanced nodes wafer revenue. Leveraging on our strategic position in China, our China revenue has grown 34.1% year-on-year in 2012, contributed 33.9% of the overall revenue in 2012 as compared to 32.7% in 2011.

In terms of applications, revenue contribution from communications applications increased, from 41.9% in 2011 to 45.8% in 2012. This is a result of our continued product focus in the mobile space. Consumer applications contributed 43.6% to our overall revenue in 2012, mainly attributable to the strength of digital televisions (DTV), set-top boxes (STB) and gaming consoles. SMIC has minimal exposure to the relatively weak PC market.

Reviewing the revenue by technology: wafer revenue attributable to advanced technology at 90nm and below has grown from 28.4% in 2011 to 41.7% in 2012. In 2012, advanced 45nm technology had started volume shipment and contributed 2.6% of the wafer revenue in the fourth quarter of 2012.

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In 2012, we engaged 46 new customers. The majority were Chinese fabless companies, where we recorded sustained revenue growth. According to IHS iSuppli, China’s fabless market will experience a compound revenue growth rate of over 15% per year, which will bring the China semiconductor market to US$11.2 billion by 2015. Notably, our objective for business growth in China is not just to grow in revenue, but also to grow the number of new designs using advanced technology. The Company has, in each of our regions, customers utilizing our most advanced nodes of technology. China is rapidly closing the gap with the rest of the world in terms of its innovation and design capabilities. To fully leverage the market growth potential in China, we will continue to deepen our collaboration with Chinese customers while broadening our relationships with our other global customers.

Long-Term Business Model and Strategy for Generating and Preserving Value

SMIC’s long-term goal is to focus on generating value for the benefit of all stakeholders. SMIC’s strategy to generate sustainable profitability is three-fold. First, we aim for optimal efficiency by fully utilizing existing assets through enhanced customer relationships, quality, and service. Second, taking advantage of our position in China, we plan to differentiate our technology offering by providing customers with added value and innovation that not only allow us to seize China market opportunities, but also give global customers footing in the fast-growing market. Third, with profitability as our priority, we plan to carefully invest capital in advanced technology and capacity to address suitable market growth opportunities into the future. We constantly evaluate the potential value addition of all opportunities in our decision making processes. Our management team is committed to continue to build value in the long-term for the benefit of our employees, administrating governments, customers, and shareholders.

Research and Development

In 2012, the research and development (R&D) expenses of the Technology Research & Development business unit were $193.6 million, which is equivalent to 11.4% of our sales.

The R&D efforts were focused primarily on advanced logic and system-on-chip (SOC) process technologies. SMIC achieved many significant milestones in 2012. In the area of advanced logic process technologies, the 40nm low-leakage (LL) process technology was fully qualified through multiple Multi Project Wafers (MPWs) and New Tape Outs (NTOs) and was released for volume manufacturing at the end of Q3’12. Both the High-K-Metal-Gate (HKMG) and PolySiON R&D programs on the 28nm node have progressed on schedule and are targeted to reach process freeze in Q4’13. Path finding for our 20nm process technology was completed in Q1’12 and the 20nm R&D program was formally established in Q2’12. In the area of memory process technologies, the development of 0.13µm e-EEPROM process technology for bank cards/social security cards or high-end smart cards has been successfully completed. SMIC also developed more advanced front-sideillumination (FSI) technology for supporting 1.75µm pixel image sensor products and successfully demonstrated a back-side-illumination (BSI) technology for 5+megapixel image sensor products. In the area of power management ICs (PMIC), the technology platform migration from 0.18um to 0.13um has been essentially completed to support broadened customer product applications in 2013. During 2012, SMIC achieved over 1,000 patent filings as a result of its technology R&D activities.

The building and strengthening of SMIC’s technology R&D organization continued in 2012. The number of research and development engineers increased from approximately 450 at the end of 2011 to more than 600 at the end of 2012. Most members of the technology R&D team have experience in the semiconductor industry and have earned advanced degrees from leading universities in China and around the world (about 60% with an MS degree and about 15% with a PhD degree in engineering or science). To address planned R&D activities in 2013-14, the Technology Research & Development Division carried out further organization building and restructuring in 2012 for improved operational efficiency and plans to increase manpower by an additional 10% in 2013.

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Outlook for 2013

Our overall outlook for 2013 is cautiously optimistic. We have issued guidance estimating a 1% increase to 2% decrease in revenue in the first quarter of 2013 compared to fourth quarter 2012, which is more than 40% year over year growth compared to the first quarter of 2012. We are on track in implementing our new initiatives and strategies within SMIC and are proud to see some positive results, including even closer customer partnerships, and healthy fab utilization rates. We believe our growth driver in 2013 will be the continued ramp up of our 45nm for domestic and international customers.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Consolidated Financial Data

The summary consolidated financial data presented below as of and for the years ended December 31, 2011 and 2012 are derived from, and should be read in conjunction with, the audited consolidated financial statements, including the related notes, included elsewhere in this Annual Report. The summary consolidated financial data presented below as of and for the years ended December 31, 2011 and 2012 have been prepared in accordance with IFRS. The summary consolidated financial data presented as of and for the years ended December 31, 2008, 2009 and 2010 have been prepared in accordance with U.S. GAAP.

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(1) Prepared under U.S. GAAP.

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(1)        Prepared under U.S. GAAP.

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(1)          Including logic, DRAM, copper interconnects and all other wafers.

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(1)     Prepared under U.S. GAAP.

(2)     Including logic, DRAM, copper interconnects and all other wafers.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Sales

Sales increased by 29.0% from US$1,319.5 million for 2011 to US$1,701.6 million for 2012, primarily due to an increase in overall wafer shipments. For the full year of 2012, the overall wafer shipments were 2,217,287 units of 8-inch equivalent wafers, up 30.2% year-on-year.

The average selling price1 of the wafers the Company shipped decreased from US$775 per wafer in 2011 to US$767 in 2012. The percentage of wafer revenues from advanced technologies, 90nm and below increased from 28.4% to 41.7% between these two years.

Cost of sales and gross profit (loss)

Cost of sales increased by 11.1% from US$1,217.5 million for 2011 to US$1,352.8 million for 2012, primarily due to an increase in overall water shipments. Out of the total cost of sales US$403.0 million and US$415.6 million was attributable to depreciation and amortization for the year ended December 31, 2012 and 2011, respectively.

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The Company’s gross profit was US$348.8 million for 2012 compared to US$101.9 million in 2011. Gross margins were 20.5% in 2012 compared to 7.7% in 2011. The increase in gross margins was primarily due to an increase in the production volume which resulted in higher revenues and utilization improvements.

Profit (loss) for the year from continuing operations

Expenses from continuing operations increased by 19.3% from US$281.1 million for 2011 to US$335.3 million for 2012 primarily due to an increase in general and administration expenses in 2012.

Research and development expenses increased only by 1% from US$191.5 million for 2011 to US$193.6 million for 2012.

General and administrative expenses increased by 86.8% from US$57.4 million for 2011 to US$107.3 million for 2012. The increase is primarily due to an increase in employee bonus, city maintenance and construction tax expenses and extra charges for education in 2012. In addition, in 2011, the Company settled certain disputes with respective third party debtors by entering into contractually binding agreements which legally released the Company from certain obligations totaling $19.0 million. The forgiveness of debt has been recorded as a reduction of general and administrative expense and other income respectively. In addition, the recovery of bad debt expense of $6.4 million and $2.0 million was recorded as a reduction of general and administrative expense for the year ended December 31, 2011 and 2012, respectively.

Sales and marketing expenses decreased by 3.4% from US$32.6 million for 2011 to US$31.5 million for 2012.

Other gains increased by 35.9% from US$17.1 million for 2011 to US$23.2 million for 2012 primarily due to a gain of US$19.4 million arising from the disposal of part of the living quarters in Shanghai and a US$13.7 million decline in foreign exchange gain in 2012.

Other income decreased by 54.7% from US$13.7 million for 2011 to US$6.2 million for 2012 due to the Company settled certain dispute with a third party debtor by entering into contractually binding agreement which legally released the Company from certain obligations in 2011.

As a result, the Company’s profit (loss) from continuing operations was US$22.5 million and (US$261.6) million in 2012 and 2011 respectively.

Discontinued Operations

On March 1, 2011, the Company sold its majority ownership interest in Semiconductor Manufacturing International (AT) Corporation (“AT”) and deconsolidated the entity. As a result, all previously issued preferred securities by AT were cancelled. The Company retained a 10% interest in AT and has accounted and will continue to account for such investment under the cost method since March 1, 2011 as the Company no longer has a controlling financial interest nor significant influence over AT. The Company reported the results of AT as a discontinued operation in the condensed consolidated statements of comprehensive income. No cash or other consideration was received by the Company in conjunction with the disposition.

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In 2011, the Company recorded a gain of $17.1 million on the deconsolidation of AT equal to the difference between (i) the sum of (a) the fair value of the retained noncontrolling interest in AT, and (b) the carrying amount of the aforementioned noncontrolling interest in AT, and (ii) the carrying amount of AT’s assets and liabilities. Income from discontinued operations of $14.7 million represents both the results of operations of AT for the period from January 1, 2011 to the date it was deconsolidated and the gain on deconsolidation of AT.

Profit (Loss) for the Year

Due to the factors described above, the Company recorded a profit of US$22.5 million in 2012 compared to a loss of US$246.9 million in 2011.

Funding Sources for Material Capital Expenditure in the Coming Year

For 2013, the Company plans to spend about $600 million in capital expenditure for foundry operations. The planned capital expenditure is mainly to ramp-up our 45/40nm and 28/32nm capacity in Shanghai and Beijing to match our customers’ demand. The primary sources of capital resources and liquidity include funds generated from a combination of cash from operations, bank borrowings and debt or equity issuances. The 2013 planned capital expenditure figure does not account for additional expenditures that the Company may incur in connection with the establishment of the BJ Joint Venture. As announced in May 2012, the Company is presently negotiating the terms of a joint venture with Beijing municipal government entities to expand our Beijing production site, or the BJ Joint Venture. While there can be no assurance that the Company will enter into the BJ Joint Venture, the Company expects that this project would require us to incur significant capital expenditures during its start-up phase, and from time to time thereafter, and that the Company would need to borrow under our existing credit lines or otherwise obtain additional capital to satisfy our funding obligations under this project.

Bad Debt Provision

The Company determines its bad debt provision based on the Company’s historical experience and the relative aging of receivables as well as individual assessment of certain debtors. The Company’s bad debt provision excludes receivables from a limited number of customers due to their high credit worthiness. The Company provides bad debt provision based on the age category of the remaining receivables. A fixed percentage of the total amount receivable is applied to receivables in each past due age category, ranging from 1% for the shortest past due age category to 100% for the longest past due age category. Any receivables which have been fully provided for and are subsequently deemed non-collectible will be written off against the relevant amount of provision. The Company’s recognized bad debt provision in 2012 and 2011 amounted to US$4.6 million and US$0.6 million, respectively. The Company reviews, analyzes and adjusts bad debt provisions on a monthly basis.

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Debt Arrangements

Set forth in the table below are the aggregate amounts, as of December 31, 2012, of the Company’s future cash payment obligations under the Company’s existing contractual arrangements on a consolidated basis:

As of December 31, 2012, the Company’s outstanding long-term liabilities primarily consisted of US$713.2 million in secured bank loans, which are repayable in installments starting in June 2013, with the last payment in March 2016.

2011 EXIM Bank USD Loan (SMIC Shanghai)

In April 2011, Semiconductor Manufacturing International (Shanghai) Corporation (“SMIS”) entered into the Shanghai EXIM Bank USD loan I, a two-year loan facility in the principal amount of US$69.5 million with The Export-Import Bank of China. This two-year bank facility was used to finance the planned expansion for SMIS’s 12-inch fab. As of December 31, 2012, SMIS had drawn down US$69.5 million and repaid US$1 million, on this loan facility. The principal amount of $68.5 million will be repayable in June 2013. The interest rate ranged from 4.40% to 4.79% during 2012. The interest expense incurred in 2012 was US$3.4 million, of which US$1.1 million was capitalized as part of the costs of assets under construction in 2012.

The total outstanding balance of the facilities is secured by certain equipment of SMIS with an original cost of US$99.6 million as of December 31, 2012.

The Shanghai EXIM Bank USD loan I contains covenants to maintain certain minimum coverage ratio. SMIS was in compliance with these covenants as of December 31, 2012.

2012 EXIM Bank USD Loan (SMIC Shanghai)

In October 2012, SMIS entered into the Shanghai EXIM Bank USD loan II, a new two-year loan facility in the principal amount of US$70 million with The Export-Import Bank of China, which is secured by certain equipment of SMIS. This two-year bank facility was used to finance the planned expansion for SMIS’s 12-inch fab. As of December 31, 2012, SMIS had drawn down US$70 million. The principal amount of $70 million will be repayable in October 2014. The interest rate is 4.55%. The interest expense incurred in 2012 was US$0.4 million, of which US$0.1 million was capitalized as part of the costs of assets under construction in 2012.

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The Shanghai EXIM Bank USD loan II contains covenants to maintain certain minimum coverage ratio. SMIS was in compliance with these covenants as of December 31, 2012.

2012 USD Loan (SMIC Shanghai)

In March 2012, SMIS entered into a loan facility in the aggregate principal amount of US$268 million from a consortium of international and Chinese banks. This three-year bank facility is used to finance the working capital for SMIS’s 8-inch fab. The facility is secured by the manufacturing equipment located in the SMIS 8-inch fabs, buildings and land use right of SMIS. As of December 31, 2012, SMIS had drawn down US$245.6 million, on this loan facility. The principal amount is repayable from September 2013 to March 2015. The interest rate on this loan facility ranged from 4.03% to 4.24% in 2012. The interest expense incurred in 2012 was US$7.9 million, of which US$2.4 million was capitalized as part of the costs of assets under construction in 2012.

Any of the following in respect of SMIS would constitute an event of default during the term of the loan agreement: