10:43     SMIC<00981> - Announcement (4)                                      

    (f)   The Company will provide auditors of the Company with full          
    access to the relevant records of the Continuing Connected                
    Transactions for the purpose of auditors' review as referred to in        
    paragraph (e) above.                                                      
                                                                              
    (g)   The Company will comply with the applicable provisions of the       
    Listing Rules governing connected transactions (including prompt          
    notification of the Stock Exchange and publication of an announcement     
    in newspapers) or will apply for waiver from strict compliance with       
    the relevant requirements in the event that the Annual Cap of the         
    Continuing Connected Transactions is exceeded, or there is any            
    material amendment to the terms of the Continuing Connected               
    Transactions.                                                             
                                                                              
    The Company will seek approval by the independent shareholders (being     
    shareholders of the Company other than the Directors and the chief        
    executive officer and their respective associates (as defined under       
    the Listing Rules), the ``Independent Shareholders'') of the New          
    Agreement (and the Continuing Connected Transactions contemplated         
    thereunder) and the Annual Cap. All the Directors and chief executive     
    officer of the Company and their respective associates (as defined        
    under the Listing Rules) will abstain from voting on any resolutions      
    in relation to the New Agreement (and the Continuing Connected            
    Transactions contemplated thereunder) and the Annual Cap.                 
                                                                              
    As all of the Directors have an interest in the proposed Continuing       
    Connected Transactions, no independent board committee can be formed      
    to advise the Independent Shareholders in relation to the proposed        
    Continuing Connected Transactions. An independent financial adviser       
    has been appointed to advise the Independent Shareholders in relation     
    to the proposed Continuing Connected Transactions.                        
                                                                              
    ICEA Capital Limited, the independent financial adviser, has been         
    appointed to advise the Independent Shareholders regarding the terms      
    of the New Agreement and the Annual Cap.                                  
                                                                              
    Circular                                                                  
                                                                              
    The Company intends to seek Independent Shareholders' approval to the     
    Continuing Connected Transactions at its upcoming AGM to be held on       
    6 May 2005. The Circular containing the full notice of AGM and            
    information relating to the business to be conducted at the AGM, the      
    Continuing Connected Transactions and a letter from the independent       
    financial adviser to the Independent Shareholders will be issued to       
    shareholders of the Company on or about 6 April 2005.                     
                                                                              
    By Order of the Board                                                     
    Anne Wai Yui Chen                                                         
    Company Secretary                                                         
                                                                              
    Hong Kong, 1st April, 2005                                                
                                                                              
    Principal place of business:                                              
    18 Zhangjiang Road                                                        
    Pudong New Area                                                           
    Shanghai 201203                                                           
    People's Republic of China                                                
                                                                              
    Registered Office:                                                        
    P. O. Box 309 GT                                                          
    Ugland House, George Town                                                 
    Grand Cayman                                                              
    Cayman Islands                                                            
                                                                              
    Members of the Board: Richard R. Chang as Chairman and executive          
    director of the Company; Lai Xing Cai and Fang Yao (alternate director    
    to Lai Xing Cai) as non-executive directors of the Company; and Ta-Lin    
    Hsu, Yen-Pong Jou, Tsuyoshi Kawanishi, Henry Shaw, Lip-Bu Tan and Yang    
    Yuan Wang as independent non-executive directors of the Company.          
                                                                              
    For the purpose of this announcement, translations of United States       
    dollars into Hong Kong dollars is made for illustration purposes only     
    at the exchange rate of US$1.00 to HK$7.8.