SMI Semiconductor Manufacturing International Corp. Adr

Semiconductor Manufacturing International Corporation 2004 Stock Option Plan

Semiconductor Manufacturing International Corporation 2004 Equity Incentive Plan

Semiconductor Manufacturing International Corporation 2004 Employee Stock Purchase Plan

Semiconductor Manufacturing International Corporation 2001 Stock Plan

Semiconductor Manufacturing International Corporation 2001 Preference Shares Stock Plan

Semiconductor Manufacturing International Corporation Amended and Restated 2004 Equity Incentive Plan

Semiconductor Manufacturing International Corporation 2014 Stock Option Plan

Semiconductor Manufacturing International Corporation 2014 Employee Stock Purchase Plan

Semiconductor Manufacturing International Corporation 2014 Equity Incentive Plan

(Full title of the plan)

James C. Lin, Esq.

Davis Polk & Wardwell LLP

18 ^th Floor, The Hong Kong Club Building

3A Chater Road

Central, Hong Kong

+852 2533-3300

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ¨

DEREGISTRATION OF UNSOLD SECURITIES

Semiconductor Manufacturing International Corporation (the “Company”) has prepared this Post-Effective Amendment No. 1 to Form S-8 relating to the following registration statements on Form S-8 (collectively, the “Registration Statements”): 

(1) Registration Statement No. 333-113797, pertaining to the registration of (a) 455,409,330 ordinary shares, par value $0.0004 per share (unadjusted for subsequent events) (“Ordinary Shares”) under the Semiconductor Manufacturing International Corporation 2004 Equity Incentive Plan; (b) 1,317,000,000 Ordinary Shares under the Semiconductor Manufacturing International Corporation 2004 Stock Option Plan and the Semiconductor Manufacturing International Corporation 2004 Employee Stock Purchase Plan; (c) 102,608,310 Ordinary Shares under the Semiconductor Manufacturing International Corporation 2001 Stock Plan; and (d) 11,693,500 Ordinary Shares under the Semiconductor Manufacturing International Corporation 2001 Preference Shares Stock Plan, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 22, 2004;

(2) Registration Statement No. 333-170770, pertaining to the registration of (a) 1,117,667,733 Ordinary Shares under the Semiconductor Manufacturing International Corporation 2004 Stock Option Plan and the Semiconductor Manufacturing International Corporation 2004 Employee Stock Purchase Plan; and (b) 560,522,395 Ordinary Shares under the Semiconductor Manufacturing International Corporation Amended and Restated 2004 Equity Incentive Plan, which was filed with the SEC on November 23, 2010; and

(3) Registration Statement No. 333-193189, pertaining to the registration of (a) 3,207,377,124 Ordinary Shares under the Semiconductor Manufacturing International Corporation 2014 Stock Option Plan and the Semiconductor Manufacturing International Corporation 2014 Employee Stock Purchase Plan; and (b) 801,844,281 Ordinary Shares under the Semiconductor Manufacturing International Corporation 2014 Equity Incentive Plan, which was filed January 6, 2014.

Prior to filing this Post-Effective Amendment, the Company filed a Form 25 to notify the SEC of the delisting of its American Depositary Shares (each representing 5 ordinary shares, par value $0.004 per share) (“ADSs”) from the NYSE. After filing this Post-Effective Amendment, the Company intends to file a Form 15F to deregister and terminate its reporting and related obligations under the Securities Exchange Act of 1934, as amended, and a post-effective amendment to its Registration Statement No. 333-168228 on Form F-6 for the purpose of amending the deposit agreement in respect of its ADS program which it intends to convert into a sponsored Level 1 ADS program.

In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby amends the Registration Statements to withdraw from registration the securities registered but unsold thereunder.