SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

Ordinary Shares, Par Value US$0.0004 Per Share

(Title of Class of Securities)

 

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

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

			o     Rule 13d-1(b)
			o     Rule 13d-1(c)
			þ     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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

CUSIP No.			13G	Page		2		of		6

CUSIP No.			13G	Page		3		of		6

Item 1(a).		Name of Issuer:
		Semiconductor Manufacturing International Corporation (the “Issuer”)
Item 1(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 Persons Filing:
		Taiwan Semiconductor Manufacturing Company Limited (the “Reporting Person”)
Item 2(b).		Address of Principal Business Office or, if None, Residence:
		No.8 Li-Hsin Road 6 Hsinchu Science Park, Hsinchu, Taiwan Republic of China
Item 2(c).		Citizenship:
		Taiwan, Republic of China
Item 2(d).		Title of Class of Securities:
		Ordinary Shares and Warrants to acquire Ordinary Shares
Item 2(e).		CUSIP Number:
		Not applicable
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:
		Not applicable
Item 4.		Ownership.
		Enclosed below is the aggregate number and percentage of the class of securities of the issuer identified in Item 1 beneficially owned by each Reporting Person identified in Item 2 for each such Reporting Person.
		(a)		Amount beneficially owned:

CUSIP No.			13G	Page		4		of		6

				2,549,014,448 Ordinary Shares, comprising of 1,789,493,218 Ordinary Shares and Warrants to acquire 759,521,230 Ordinary Shares
				The 1,789,493,218 Ordinary Shares and Warrants to acquire 759,521,230 Ordinary Shares were issued pursuant to a Share and Warrant Issuance Agreement dated November 9, 2009 between the Issuer and the Reporting Person and certain anti-dilution adjustment
		(b)		Percent of class:
				9.1%
				The percentage of class owned by the Reporting Person is calculated on the basis that Issuer’s pro forma outstanding share capital as of December 31, 2010 was 28,093,584,977 Ordinary Shares, which was derived by aggregating Issuer’s outstanding share capital as of December 31, 2010 of 27,334,063,747 Ordinary Shares and our Warrants to acquire additional 759,521,230 Ordinary Shares from the Issuer
		(c)		Number of shares as to which such person has:
				Sole power to vote or to direct the vote:
				2,549,014,448 Ordinary Shares, comprising of 1,789,493,218 Ordinary Shares and Warrants to acquire 759,521,230 Ordinary Shares
				Shared power to vote or to direct the vote:
				0
				Sole power to dispose or direct the disposition of:
				2,549,014,448 Ordinary Shares, comprising of 1,789,493,218 Ordinary Shares and Warrants to acquire 759,521,230 Ordinary Shares
				Shared power to dispose or direct the disposition of:
				0
Item 5.		Ownership of Five Percent or Less of a Class.
		Not applicable
Item 6.		Ownership of More than Five Percent on Behalf of Another Person.
		Not applicable

CUSIP No.			13G	Page		5		of		6

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 the undersigned, in each of her capacity, certifies that, to the best of her knowledge and belief, the securities referred to above 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.

CUSIP No.			13G	Page		6		of		6

SIGNATURE

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

     February 11, 2011

TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED