Semiconductor Manufacturing International Corporation announced an updated Audit Committee Charter, originally approved on January 25, 2005 and subsequently amended on February 6, 2006, March 23, 2012, November 10, 2015, August 8, 2019, April 30, 2020, February 6, 2024, and November 13, 2025. The document specifies that the English version shall prevail in case of any discrepancy and is issued in accordance with provisions under the listing rules in places where the company’s securities are listed.

The Charter clarifies that the Audit Committee is responsible for supervising the company’s accounting and financial reporting processes, reviewing financial statements and related disclosures, overseeing and assessing both internal and external audits, and monitoring the risk management and internal control systems. The Charter states that the committee must consist solely of non-executive directors, with at least three members and a majority of independent non-executive directors. One member, who must be an independent non-executive director with an accounting background, serves as the chairman.

The Charter outlines procedures to support external audit independence, including requirements for evaluating the auditor’s appointment, monitoring non-audit services, and ensuring thorough communication with external auditors. It also covers the internal audit department’s quarterly and annual reporting to the committee and specifies that the internal audit function be adequately resourced to address risk management and internal control issues.

Further details include the prohibition of appointing as a committee member a former partner of the company’s current auditing firm within two years of the end of the partnership or any financial interest in the firm. The Charter mandates that the committee hold at least four meetings annually, retain detailed meeting records, and regularly report its resolutions or recommendations to the board. Provisions for reviewing the committee’s performance and revising the Charter are also featured.

The document notes that any items not covered by the Charter will be carried out in accordance with applicable laws, regulations, and the company’s articles of association. The Charter takes effect upon approval by the board, with the board holding responsibility for its interpretation and revision, and includes additional guidelines that reinforce the independence of the external auditors and review the adequacy of the internal control mechanisms in financial reporting, auditing, and risk management.