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                                                                   EXHIBIT 10.25

           TERMINATION, RELEASE, WAIVER AND INDEMNIFICATION AGREEMENT


     THIS TERMINATION, RELEASE, WAIVER AND INDEMNIFICATION AGREEMENT (this
"Agreement") is entered into as of September 25, 2001 (the "Effective Date") by
and among Semiconductor Manufacturing International Corporation, a Cayman
Islands company (the "Company") and Avant! Global Investment Holdings Ltd. (the
"Releasing Party").


                                    RECITALS

     WHEREAS, prior to March 31, 2001, the Company and Releasing Party entered
into one or more agreements, oral and/or written, relating to (i) the sale by
the Company, and the purchase by Releasing Party, of Series A Preference Shares
of the Company (the "Series A Preference Shares"), and (ii) the rights of and
restrictions on Releasing Party as a purchaser of Series A Preference Shares
(such agreements are hereinafter referred to collectively as the "Initial Series
A Agreements").

     WHEREAS, the Company and Releasing Party entered into a Series A Preference
Share Purchase Agreement dated as of March 31, 2001 (the "Purchase Agreement"),
pursuant to which Releasing Party committed to purchase from the Company
90,000,900 Series A Preference Shares for an aggregate purchase price of
$100,000,000.

     WHEREAS, concurrently with the execution of the Purchase Agreement, the
Company and Releasing Party entered into a Shareholders Agreement (or an
Accession Agreement thereto) and a Registration Rights Agreement (or an
Accession Agreement thereto) (such agreements, together with the Purchase
Agreement, are collectively referred to as the "Final Series A Agreements"; the
Initial Series A Agreements and the Final Series A Agreements are collectively
referred to as the "Series A Agreements"), which agreements set forth certain
rights of and restrictions on Releasing Party as a holder or holders of Series A
Preference Shares.

     WHEREAS, Releasing Party has deposited $62,500,000 (the "Funded Amount"),
plus interest in the amount of $711,920 (the "Interest Payment") with the
Company in connection with Releasing Party's obligations under the Series A
Agreements.

     WHEREAS, the Company and Releasing Party wish to terminate the Initial
Series A Agreements, the Purchase Agreement and the remaining Series A
Agreements to the extent Releasing Party is party thereto, and their respective
obligations thereunder.

     NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, the parties hereby agree as follows:

     1.   TERMINATION OF SERIES A AGREEMENTS AND REPAYMENT

          1.1  Termination of the Series A Agreements. Effective immediately
upon the execution of this Agreement, (i) the Initial Series A Agreements and
the Purchase Agreement shall be terminated, (ii) the remaining Series A
Agreements shall terminate with respect to Releasing Party and (iii) except as
otherwise provided herein, Releasing Party shall be relieved of any and all



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liabilities or obligations under the Series A Agreements to which Releasing
Party is a party and the Company shall be relieved of any and all liabilities
or obligations to Releasing Party under the Series A Agreements to which
Releasing Party is a party.

          1.2  Repayment of Funded Amount.  The Company shall repay the Funded
Amount to Releasing Party according to the following schedule:

               (a)  Thirty-three million dollars ($33,000,000) shall be paid to
Releasing Party within five (5) business days following the date of the first
closing with respect to the sale of the Company's Series A Preference Shares
pursuant to that certain Series A Preference Share Purchase Agreement dated as
of the date hereof; and

               (b)  Twenty-nine million five hundred thousand dollars
($29,500,000) shall be paid to Releasing Party on or before November 30, 2001.

          1.3  No Obligation to Repay the Interest Payment. The Company shall
not be obligated to repay the Interest Payment, and the Releasing Party hereby
expressly waives any right to, or any clam with respect to, the Interest
Payment.

     2.   RELEASE AND WAIVER

          2.1  Release. Upon the Effective Date, Releasing Party, for and on
behalf of itself and its principals, agents, owners, shareholders, directors,
officers, partners, attorneys, representatives, employees, co-venturers,
parents, affiliates or associated companies, receivers, trustees, transferees,
assigns, predecessors, successors, spouse, dependents, heirs, devisees and
insurers, and all people who make claims through and on behalf of such Releasing
Party, agrees to release and forever discharge the Company and any other
similarly situated releasing parties and their respective subsidiaries,
predecessors, successors, divisions, and affiliated and/or associated companies,
corporations, partnerships and organizations and all of their present and former
employees, officers, directors, shareholders, partners, owners, agents, assigns,
representatives, contractors, contract employees, attorneys and each of them of
and from any and all claims, causes of action, obligations, liabilities or
losses whether known or unknown, current or future (collectively, a "Claim")
arising from or relating to the Series A Agreements, including but not limited
to any Claims relating to the ownership of, or the right to acquire, Series A
Preference Shares or any other securities of the Company, or any equitable
interest therein, and any claims relating to the Interest Payment; provided that
nothing herein shall serve to release the Company from its obligation to repay,
or waive any claims of Releasing Party with respect to the repayment of, the
Funded Amount in accordance with Section 1.2 hereof.

          2.2. Waiver of All Claims, Known and Unknown. Releasing Party, for
and on behalf of itself and its principals, agents, owners, shareholders,
directors, officers, partners, attorneys, representatives, employees,
co-venturers, parents, affiliates or associated companies, receivers, trustees,
transferees, assigns, predecessors, successors, spouse, dependents, heirs,
devisees and insurers, and all people who make claims through and on behalf of
such Releasing Party, expressly waives and relinquishes any and all rights
and benefits it now has or may have in the




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future under the terms of Section 1542 of the Civil Code of the State of
California, which section reads in full as follows:

     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
     RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
     SETTLEMENT WITH THE DEBTOR.

     In connection with such waiver and relinquishment, Releasing Party hereby
acknowledges that it is aware that Releasing Party or its attorney(s) may
hereafter discover claims or facts in addition to or different from those which
they now know or believe to exist with respect to the subject matter of this
Agreement, but that it is Releasing Party's intention hereby fully, finally and
forever to settle and release all of the disputes and differences, known or
unknown, suspected or unsuspected, which do now exist, may exist in the future
or heretofore have existed arising out of or in connection with the Agreement
relating to unknown or unsuspected rights, claims, demands and causes of action,
if any, relating to any other claims, demands or causes of action specified
herein. Releasing Party further acknowledges that its waiver in this Section 2.2
shall apply with equal force to statutes of any other jurisdiction having a
similar effect to that of California Civil Code Section 1542. Releasing Party
represents, acknowledges and agrees that its knowing and voluntary waiver of
these provisions is an essential and material term of this Agreement, and
further acknowledges that without such a waiver, the Company would not have
entered into this Agreement. Notwithstanding the foregoing, nothing herein shall
serve to release the Company from its obligation to repay, or waive any claims
of Releasing Party with respect to the repayment of, the Funded Amount in
accordance with Section 1.2 hereof.

     3.   INDEMNIFICATION

          3.1   Indemnification. Releasing Party agrees to indemnify and hold
the Company harmless for any loss, claim, damage or liability (including legal
or other expenses) arising out of any action, suit, claim or proceeding to which
the Company may become subject arising from or relating to (i) the entry into,
or termination of, the Series A Agreements by Releasing Party, (ii) any rights
of Releasing Party arising under the Series A Agreements, or (iii) any right, or
supposed right, of Releasing Party to acquire any securities or other equity
interest in the Company.

     4.   MISCELLANEOUS

          4.1   Authorization. The Company and Releasing Party each represent
and warrant that no other person or entity has any interest in the matters
released herein and that the Company and Releasing Party each has the sole right
and exclusive authority to execute this Agreement as it pertains to each of
them.

          4.2   Successors and Assigns. Except as otherwise provided in this
Agreement, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and

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assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.

          4.3  Language and Construction. This Agreement is in the English
language, which language will be controlling in all respects. Words importing
the masculine gender only include the feminine gender. Words importing the
singular number only include the plural number and vice versa. Words importing
persons only include companies and institutions.

          4.4  Further Assurances. Each of the parties hereto shall execute and
deliver such additional instruments, documents or other writings (if any) as
may be reasonably requested by any other party or beneficiary hereof in order
to confirm and carry out and to effectuate fully the intent and purposes of
this Agreement.

          4.5  Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California, without regard to conflict of law
principles.

          4.6  Severability. If one or more provisions of this Agreement is
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as
if such provision was so excluded and shall be enforceable in accordance with
its terms.

          4.7  Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and constitutes the complete, final and
exclusive embodiment of their agreement with respect to the subject matter
hereof, and supersedes any and all prior or contemporaneous agreements,
understandings, representations or statements, oral or written. This Agreement
may be amended only by an instrument in writing signed on behalf of each of the
parties hereto.

          4.8  Facsimile; Counterparts. This Agreement may be executed by
facsimile and in two or more counterparts, each of which shall be deemed an
original, and all of which taken together shall constitute one and the same
instrument.

                            [Signature page follows]


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        IN WITNESS WHEREOF, the parties hereto have caused this Termination,
Release, Waiver and Indemnification Agreement to be executed as of the date
first written above.


                                        SEMICONDUCTOR MANUFACTURING
                                        INTERNATIONAL CORPORATION

                                        By: /s/ RICHARD R. CHANG
                                           --------------------------------
                                           Name: Richard R. Chang
                                           Title: President


                                        AVANT! GLOBAL INVESTMENT
                                        HOLDINGS LTD.

                                        By: /s/ VIRAJ J. PATEL
                                           --------------------------------
                                           Name: Viraj J. Patel
                                           Title: Director
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                 RELEASE, WAIVER AND INDEMNIFICATION AGREEMENT

     THIS RELEASE, WAIVER AND INDEMNIFICATION AGREEMENT (this "Agreement") is
entered into as of September 22, 2001 (the "Effective Date") by and among
Semiconductor Manufacturing International Corporation, a Cayman Islands company
(the "Company") and the signatory below (the "Releasing Party").

                                    RECITALS

     WHEREAS, from approximately June 20, 2000 to the Effective Date (the
"Relevant Period"), the Company and the Releasing Party mistakenly believed
that the Releasing Party was a member of the Company's Board of Directors (the
"Board");

     WHEREAS, during the Relevant Period the Releasing Party participated in
various meetings with the Company's sole Director and took certain actions on
behalf of the Company, which were based on the Releasing Party's mistaken
belief that he was a member of the Board; and

     WHEREAS, during the Relevant Period the Company took various actions with
respect to the Releasing Party which were based on the Company's mistaken
belief that the Releasing Party was a member of the Board; and

     WHEREAS, the Company wishes to indemnify and hold harmless the Releasing
Party for any claims that may arise out of the Releasing Party's actions or
omissions on behalf of the Company during the Relevant Period based on the
Releasing Party's mistaken belief that he or she was a member of the Board; and

     WHEREAS, the Releasing Party wishes to waive and release all claims he may
have against the Company, other than claims for which the Releasing Party is
entitled to indemnification under this Agreement, relating to any actions or
omissions of the Company during the Relevant Period which were based upon the
mistaken belief that the Releasing Party was a member of the Board.

     NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, the parties hereby agree as follows:

     1. ACKNOWLEDGMENT OF THE RELEASING PARTY AND THE COMPANY

          1.1 Acknowledgment of the Releasing Party. The Releasing Party
acknowledges that: (i) Richard R. Chang was the sole member of the Board
throughout the Relevant Period, (ii) the Releasing Party was not a member of
the Board at any time during the Relevant Period, (iii) the Releasing Party had
no legal right to be a Board member during the Relevant Period and, in the
event that it is subsequently determined that, for whatever reason, the
Releasing Party had or may have had a legal right to be a Board member, by his
signature below the Releasing Party hereby irrevocably waives any claim that,
based upon any act or omission on the part of the Company or the Releasing
Party during the Relevant Period, he was or is a member of the Board or has any
right to be a member of the Board in the future.


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          1.2 Acknowledgment of the Company. The Company acknowledges and agrees
that: (i) Richard R. Chang was the sole member of the Board throughout the
Relevant Period, (ii) the Releasing Party was not a member of the Board at any
time during the Relevant Period, (iii) the Releasing Party had no legal right to
be a Board member during the Relevant Period and, in the event that it is
subsequently determined that, for whatever reason, the Releasing Party had or
may have had a legal right to be a Board member, by his signature below the
Releasing Party hereby irrevocably waives any claim that, based upon any act or
omission on the part of the Company or the Releasing Party during the Relevant
Period, he was or is a ember of the Board or has any right to be a member of the
Board in the future.

     2.   RELEASE AND WAIVER

          2.1 Release. The Releasing Party, for and on behalf of himself and his
principals, agents, owners, shareholders, directors, officers, partners,
attorneys, representatives, employees, co-venturers, parents, affiliates or
associated companies, receivers, trustees, transferees, assigns, predecessors,
successors, spouse, dependents, heirs, devisees and insurers, and all people who
make claims through and on behalf of the Releasing Party, agrees to hereby
release and forever discharge the Company and any other similarly situated
releasing parties and their respective subsidiaries, predecessors, successors,
divisions, and affiliated and/or associated companies, corporations,
partnerships and organizations and all of its present and former employees,
officers, directors, shareholders, partners, owners, agents, assigns,
representatives, contractors, contract employees, attorneys and each of them of
and from any and all claims, causes of action, obligations, liabilities or
losses whether known or unknown, current or future (collectively, a "Claim")
arising from or relating to any actions or omissions of the Company during the
Relevant Period which were based upon the mistaken belief that the Releasing
Party was a member of the Board (collectively, a "Released Claim").
Notwithstanding the foregoing, nothing herein shall be deemed a release of (i)
any Claim other than a Released Claim or (ii) any Claim for which the Releasing
Party is entitled to indemnification pursuant to Section 3.1 of this Agreement.

          2.2 Waiver of All Claims, Known and Unknown. Releasing Party, for and
on behalf of himself and its principals, agents, owners, shareholders,
directors, officers, partners, attorneys, representatives, employees,
co-venturers, parents, affiliates or associated companies, receivers, trustees,
transferees, assigns, predecessors, successors, spouse, dependents, heirs,
devisees and insurers, and all people who make claims through and on behalf of
such Releasing Party, expressly waives and relinquishes any and all rights and
benefits he now has or may have in the future under the terms of Section 1542 of
the Civil Code of the State of California, which section reads in full as
follows:

     A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
     NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
     RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
     SETTLEMENT WITH THE DEBTOR.

     In connection with such waiver and relinquishment, Releasing Party hereby
acknowledges that he is aware that Releasing Party or his attorney(s) may
hereafter discover claims or facts in addition to or different from those which
they now know or believe to exist with respect to the
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subject matter of this Agreement, but that it is Releasing Party's intention
hereby fully, finally and forever to settle and release all of the disputes and
differences, known or unknown, suspected or unsuspected, which do now exist,
may exist in the future or heretofore have existed arising out of or in
connection with the Agreement relating to unknown or unsuspected rights,
claims, demands and causes of action, if any, relating to any other claims,
demands or causes of action specified herein. Releasing Party further
acknowledges that his waiver in this Section 2.2 shall apply with equal force
to statutes of any other jurisdiction having a similar effect to that of
California Civil Code Section 1542. Releasing Party represents, acknowledges
and agrees that his knowing and voluntary waiver of these provisions is an
essential and material term of this Agreement, and further acknowledges that
without such a waiver, the Company would not have entered into this Agreement.

     3.  INDEMNIFICATION

          3.1 Indemnification of the Releasing Party. The Company agrees to
indemnify and hold harmless the Releasing Party from and against any loss,
claim, damage or liability (including legal or other expenses) arising out of
any action, suit, claim or proceeding to which he may become subject as a
result of any actions or omissions of the Releasing Party or the Company during
the Relevant Period which were based on the mistaken belief that the Releasing
Party was a member of the Board.

     4.  MISCELLANEOUS

          4.1 Authorization. The Company and the Releasing Party each represent
and warrant that no other person or entity has any interest in the matters
released herein and that the Company and the Releasing Party each has the sole
right and exclusive authority to execute this Agreement as it pertains to each
of them.

          4.2 Successors and Assigns. Except as otherwise provided in this
Agreement, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.

          4.3 Language and Construction. This Agreement is in the English
language, which language will be controlling in all respects. Words importing
the masculine gender only include the feminine gender. Words importing the
singular number only include the plural number and vice versa. Words importing
persons only include companies and institutions.

          4.4 Further Assurances. Each of the parties hereto shall execute and
deliver such additional instruments, documents or other writings (if any) as
may be reasonably requested by any other party or beneficiary hereof in order
to confirm and carry out and to effectuate fully the intent and purposes of
this Agreement.

          4.5 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California, without regard to conflict of law
principles.


<PAGE>

          4.6  Severability. If one or more provisions of this Agreement is
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as
if such provision was so excluded and shall be enforceable in accordance with
its terms.

          4.7  Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and constitutes the complete, final and
exclusive embodiment of their agreement with respect to the subject matter
hereof, and supersedes any and all prior or contemporaneous agreements,
understandings, representations or statements, oral or written. This Agreement
may be amended only by an instrument in writing signed on behalf of each of the
parties hereto.

          4.8  Facsimile; Counterparts. This Agreement may be executed by
facsimile and in two or more counterparts, each of which shall be deemed an
original, and all of which taken together shall constitute one and the same
instrument.

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