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                                                                   Exhibit 10.10

              SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
                        2004 EMPLOYEE STOCK PURCHASE PLAN

          SMIC hereby establishes this Plan to be known as the "SMIC 2004
Employee Stock Purchase Plan" as a component of the Global Equity Program. The
Plan shall become effective on the date it is approved by the shareholders of
SMIC, following its approval by the Board in accordance with Section 4 hereof.
Capitalized terms that are not otherwise defined in the text of this Plan are
defined in Section 2 below.

     1.   Purpose

          The purposes of this Plan are to attract, retain and motivate
employees of the Company; to provide a means of compensating them for their
contributions to the growth and profits of the Company; and to allow such
employees to participate in such growth and profitability by permitting such
employees to purchase ADSs at a discount and receive favorable U.S. income tax
treatment on a subsequent qualifying disposition of such ADSs.

     2.   Definitions

          For purposes of the Plan, the following terms shall be defined as
follows:

          "Account Balance" means, as of any date of determination, the amount
of Contributions that have been credited to a Participant's account under the
Plan, together with any interest thereon credited pursuant to Section 14.

          "Administrator" means the individual or individuals to whom the
Committee delegates authority under the Plan in accordance with Section 3(b).

          "ADS" means an SMIC American Depositary Share, each of which
represents fifty (50) Common Shares.

          "Board" means the board of directors of SMIC.

          "Business Day" means a day on which the applicable exchange is open
for trading of securities.

          "Code" means the U.S. Internal Revenue Code of 1986, as amended, and
the applicable rulings and regulations thereunder.

          "Committee" means the Compensation Committee of the Board, any
successor committee thereto or any other committee appointed from time to time
by the Board to administer the Plan.

          "Common Shares" means ordinary shares in the capital of SMIC, par
value $0.0004.

          "Company" means, individually and collectively, SMIC and any
Subsidiary, that has adopted the Plan with the prior approval of the Committee
and any successors thereto.

          "Compensation" means total cash compensation received by an Employee
from the Company. By way of illustration, but not limitation, Compensation
includes regular

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compensation such as salary, wages, overtime, shift differentials, bonuses,
commissions and incentive compensation, but excludes relocation, expense
reimbursements, tuition or other reimbursements and income realized as a result
of participation in any stock option, stock purchase, or similar plan of the
Company.

          "Continuous Status as an Employee" means the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of (i) sick leave; (ii)
military leave; (iii) maternity leave; (iv) any other leave of absence approved
by the Committee; or (v) transfers between Subsidiaries who have adopted this
Plan.

          "Contributions" means all amounts that a Participant contributes to
his or her account under the Plan.

          "Designated Broker" means a stock brokerage or other financial
services firm designated by the Company.

          "Employee" means any full-time or regular part-time employee of the
Company. The employment status of an individual shall be determined in
accordance with United States Treasury Regulations Section 1.421-7(h) or any
successor regulation thereto.

          "Fair Market Value" at any date means the closing price of an ADS on
the applicable exchange on which ADSs are trading. If Fair Market Value is
initially determined in a currency other than U.S. dollars, the U.S. dollar
equivalent shall be established as of the relevant rate of determination using a
current exchange rate approved by the Committee, and such U.S. dollar equivalent
shall be the Fair Market Value as of the relevant date of determination for
purposes of the Plan.

          "Global Equity Program" means collectively this Plan, the
Semiconductor Manufacturing International Corporation 2004 Equity Incentive Plan
and the Semiconductor Manufacturing International Corporation 2004 Stock Option
Plan.

          "HK Listing Rules" means the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited.

          "Hong Kong Exchange" means The Stock Exchange of Hong Kong Limited.

          "NYSE" means the New York Stock Exchange, Inc.

          "Offering Date" means the first Business Day of each Offering Period.

          "Offering Period" means a period of time specified by the Committee
during which participating Employees may make Contributions under the Plan and
at the end of which Contributions shall be applied to purchase ADSs. An Offering
Period shall be no shorter than 6 months and no longer than 27 months.

          "Participant" means an eligible Employee who has elected to
participate in the Plan and who holds a Purchase Right granted under the Plan.

          "Plan" means this SMIC 2004 Employee Stock Purchase Plan.

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          "Public Offering" means a public offering of the Common Shares
pursuant to an effective registration statement under the Securities Act.

          "Purchase Date" means the last day of each Offering Period.

          "Purchase Price" means with respect to an Offering Period an amount
not less than 85% of the Fair Market Value of the ADSs on the Offering Date or
on the Purchase Date, whichever is lower.

          "Purchase Right" means the right of an Employee to ADSs pursuant to
the terms of this Plan.

          "Qualified Terminated Participant" means a Participant whose
Continuous Status as an Employee terminates for any of the following reasons:

          (i)   Death;

          (ii)  Disability entitling the Participant to benefits under the
     long-term disability plan covering the Participant;

          (iii) Retirement on or after reaching age 60 or any other age at which
     he is bound to retire in accordance with the terms of his contract;

          (iv)  The Subsidiary that employs the Participant ceases to be a
     Subsidiary; or

          (v)   The fact that the office or employment by virtue of which the
     Participant is eligible to participate in the Plan relates to a business or
     part of a business which is transferred to a person which is not a
     Subsidiary.

          "Securities Act" means the U.S. Securities Act of 1933, as amended,
and the applicable rulings and regulations thereunder.

          "SMIC" means Semiconductor Manufacturing International Corporation, a
limited liability company incorporated under the laws of the Cayman Islands, and
any successor thereto.

          "SMIC Stock Option Plan" means the Semiconductor Manufacturing
International Corporation 2004 Stock Option Plan.

          "Stock Option" has the same meaning given to it under the SMIC Stock
Option Plan.

          "Subsidiary" means a corporation which is a subsidiary of SMIC within
the meaning of Section 424(f) of the Code.

          "$" means U.S. dollars.

     3.   Administration of the Plan

          (a)   The Plan shall be administered by the Committee, which shall
have full power and authority, subject to the express provisions hereof: (i) to
adopt, amend and rescind

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any rules it considers desirable and appropriate for the administration of the
Plan; (ii) to construe and interpret the Plan; and (iii) to make all other
determinations necessary or advisable for the administration of the Plan. All
decisions of the Committee in administering or interpreting the Plan, or in
making determinations hereunder, shall be final and binding on all parties,
including all Participants.

          (b)   The Committee may, but need not, from time to time delegate some
or all of its authority under the Plan to an Administrator consisting of one or
more members of the Committee or of one or more officers of the Company. Any
delegation hereunder shall be subject to the restrictions and limits that the
Committee specifies at the time of such delegation or thereafter. Nothing in the
Plan shall be construed as obligating the Committee to delegate authority to an
Administrator, and the Committee may at any time rescind the authority delegated
to an Administrator appointed hereunder or appoint a new Administrator. At all
times, the Administrator appointed under this Section 3(b) shall serve in such
capacity at the pleasure of the Committee. Any action undertaken by the
Administrator in accordance with the Committee's delegation of authority shall
have the same force and effect as if undertaken directly by the Committee, and
any reference in the Plan to the Committee shall, to the extent consistent with
the terms and limitations of such delegation, be deemed to include a reference
to the Administrator.

          (c)   No member of the Committee shall be liable for any action or
determination made in good faith, and the members of the Committee shall be
entitled to indemnification and reimbursement in the manner provided in SMIC's
by-laws as they may be amended from time to time. In the performance of its
responsibilities with respect to the Plan, the Committee shall be entitled to
rely upon information and advice furnished by the Company's officers, the
Company's accountants, the Company's counsel and any other party the Committee
deems necessary, and no member of the Committee shall be liable for any action
taken or not taken in reliance upon any such advice. The provisions of this
Section 3(c) shall apply to the Committee and to each Administrator designated
by the Committee.

          (d)   Anything in the Plan to the contrary notwithstanding: any
authority or responsibility that, under the terms of the Plan, may be exercised
by the Committee may alternatively be exercised by the Board.

     4.   Effective Date and Term

          The Plan shall become effective when approved by the shareholders of
SMIC, following its approval by the Board; provided, however, that no Offering
Period shall commence until the closing of an initial Public Offering. Subject
to the foregoing, the Plan shall continue in effect for a term of ten years from
the date of its approval by the Board unless sooner terminated under Section 19.
Unless the Board determines otherwise, all Purchase Rights outstanding at the
time of such tenth anniversary or earlier termination date shall remain
outstanding through, and may be exercised upon, the relevant Purchase Date, but
no additional Purchase Rights shall be granted under the Plan.

     5.   Common Shares Subject to the Plan

          (a)   The number of Common Shares that may be issued pursuant to this
Plan and the SMIC Stock Option Plan (the "Global Limit") shall be 1,317,000,000.
If Stock Options and Purchase Rights granted respectively under the


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SMIC Stock Option Plan and this Plan exceed this limit, the Company may seek
shareholders' approval in order to refresh such limit, subject to the thirty
percent (30%) limit described herein. In no event may the number of Common
Shares that may be issued pursuant to any outstanding Purchase Right granted
under this Plan or other employee stock purchase plan of the Company or any
outstanding Stock Option granted under the SMIC Stock Option Plan or other stock
option plan of the Company exceed, in the aggregate, thirty percent (30%) of the
issued and outstanding Common Shares in issuance from time to time.

          (b)   Within the Global Limit, the maximum number of ADSs that shall
be available for sale in any Offering Period shall be determined by the
Committee before the start of the relevant Offering Period.

          (c)   For purposes of calculating the number of Common Shares issued
under the Global Limit (and for purposes of calculating any other limit set
forth herein), the issuance of an ADS shall be deemed to be equal to a number of
Common Shares determined by multiplying (i) the number of ADSs issued under the
Global Limit by (ii) the ADS Multiplier. For purposes of the previous sentence,
"ADS Multiplier" means the number of Common Shares corresponding to one (1)
ADS.

          (d)   If, while any Purchase Rights are outstanding, the outstanding
ADSs or Common Shares are increased, decreased, changed into, or exchanged for a
different number or kind of shares or securities of the Company, or there has
been any other change in the capitalization of the Company, through a
capitalization issue, rights issue, sub-division or consolidation of shares or
reduction of capital, the Committee in its discretion may make appropriate and
proportionate adjustments in the number and/or kind of shares which are subject
to purchase under outstanding Purchase Rights and the share limits set forth in
Section 5(a), including, if the Committee deems appropriate, the substitution of
similar purchase rights in shares of another company (with such other company's
consent) (so that Participants shall receive the same proportion of equity
capital of SMIC to which they were previously entitled).

     6.   Eligibility

          (a)   Unless the Committee determines otherwise, all persons who are
Employees as of the Offering Date of a given Offering Period shall be eligible
to enroll in the Plan and make Contributions thereunder. To be eligible to
purchase ADSs, an individual must maintain his or her Continuous Status as an
Employee through the Purchase Date of the relevant Offering Period.
Notwithstanding the preceding sentence, the Committee may, with respect to any
one or more Offering Periods: (i) impose eligibility conditions upon the
Employees of any Subsidiary, provided that such conditions are permitted under
Section 423(b)(4) of the Code; and (ii) exclude Employees of a Subsidiary from
participating in the Plan during such Offering Period(s).

          (b)   Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted a Purchase Right under the Plan if: (i) immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
capital stock of the Company and/or hold outstanding Purchase Rights to purchase
stock possessing five percent or more of

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the total combined voting power or value of all classes of stock of the Company
or of any Subsidiary; or (ii) such Purchase Right would permit his or her rights
to purchase ADSs under all employee stock purchase plans (described in Section
423 of the Code) of the Company and its Subsidiaries to accrue at a rate that
exceeds $25,000 of the Fair Market Value of such ADSs or such lower amount as
the Committee may determine (determined at the time such Purchase Right is
granted) for each calendar year in which such Purchase Right is outstanding at
any time; or (iii) such Purchase Right would permit his or her rights to
purchase Common Shares or ADSs under all employee stock purchase plans or option
plans of the Company granted to him or her in any twelve-month period to exceed
one percent (1%) of the then issued and outstanding Common Shares unless
otherwise allowed under the HK Listing Rules.

          (c)   All Employees granted Purchase Rights under the Plan shall have
the same rights and privileges hereunder, to the extent required to comply with
Section 423(b)(5) of the Code.

     7.   Offering Periods

          The Plan shall be implemented by a series of Offering Periods. The
Committee shall determine the starting and ending dates of each Offering Period,
but no Offering Period shall be shorter than 6 months or longer than 27 months.

     8.   Participation

          (a)   An eligible Employee may elect to participate in the Plan for
any Offering Period by completing a subscription agreement and any other
required documents ("Enrollment Documents") provided by the Company and
submitting them to the Company's Human Resources Department, the Human Resources
Department of the Subsidiary that employs the Employee or as the Committee
otherwise specifies on or before such deadline prior to the applicable Offering
Date as the Committee may specify. The Enrollment Documents and their submission
may be electronic, as directed by the Company. The Enrollment Documents shall
set forth the amount to be paid by the Participant as Contributions pursuant to
the Plan.

          (b)   Payroll deductions shall commence on the first full payroll
following the Offering Date and shall end on the last payroll paid on or prior
to the Purchase Date of the Offering Period to which the Enrollment Documents
are applicable, unless sooner terminated by the Participant as provided in
Section 13.

     9.   Contributions

          (a)   A Participant shall elect to have payroll deductions made on
each payday during the Offering Period in a dollar amount specified in the
Employee's Enrollment Documents. A Participant's payroll deductions shall be
credited to his or her account under the Plan. The Committee may permit
Participants to make supplemental Contributions into his or her account, on such
terms and subject to such limitations as the Committee may decide.

          (b)   Contributions to the Plan shall be made after payroll deductions
for taxes and the Participant's employee contributions in respect of retirement
and welfare benefit plans and may be reduced, if necessary, to ensure that the
aggregate of all such deductions does not exceed the Participant's Compensation
for the relevant payroll period.

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          (c)   A Participant may, on one occasion only during an Offering
Period, decrease the rate of his or her Contributions for the Offering Period,
including a decrease to zero. Thereafter, prior to the earlier of (i) six months
after the effective date of any such decrease and (ii) the end of the relevant
Offering Period, the Participant may restore his or her rate of Contribution to
the original level. In addition, a Participant who has elected such a decrease
in rate of Contribution may, prior to the end of the relevant Offering Period,
make one or more supplemental Contributions not to exceed, in the aggregate, (x)
the total Contributions the Participant would have made for that Offering Period
had the original rate of Contribution remained in effect throughout the entire
Offering Period and (y) the Participant's actual Contributions. To change
Contribution amounts as permitted by this Section 9(c), a Participant shall
complete new Enrollment Documents and file the same with the Company. The change
in amount shall be effective as of the beginning of the next payroll period
following the date of filing of the new Enrollment Documents, if the documents
are completed at least five Business Days prior to such date and, if not, as of
the beginning of the next succeeding payroll period.

          (d)   The Committee shall determine the maximum amount that any
Employee may contribute to his or her account under the Plan during any calendar
year.

          (e)   Notwithstanding the other provisions of the Plan, to the extent
necessary to comply with Section 423(b)(8) of the Code and Section 6(b) herein,
a Participant's payroll deductions may be decreased or discontinued during any
Offering Period scheduled to end during the then-current calendar year. Payroll
deductions shall recommence at the rate provided in such Participant's
Enrollment Documents at the beginning of the first Offering Period that is
scheduled to end in the following calendar year, unless terminated by the
Participant as provided in Section 13.

     10.  Grant of Purchase Right

          (a)   On the Offering Date of each Offering Period, each eligible
Employee who elects to participate in such Offering Period shall be granted on
the relevant Purchase Date, a Purchase Right in a number of ADSs determined by:

          (i)   dividing (A) the product of $25,000 and the number of calendar
     years during all or part of which the Purchase Right shall be outstanding
     by (B) the Fair Market Value of the ADSs on the Offering Date, and

          (ii)  subtracting from the quotient thereof (A) the number of ADSs
     that the Employee has purchased during the calendar year in which the
     Offering Date occurs under the Plan or under any other employee stock
     purchase plan of the Company or any Subsidiary which is intended to qualify
     under Section 423 of the Code (a "Related Plan") plus (B) the number of
     ADSs subject on the Offering Date to any outstanding Purchase Rights
     granted to the Employee under any Related Plan.

          (b)   If application of the formula stated in Section 10(a) would
result in the grant of Purchase Rights covering, in the aggregate, more than the
number of ADSs that the Committee has made available for the relevant Offering
Period as provided in Section 5, then the Committee shall adjust the number of
ADSs subject to the Purchase Right in order that, following such adjustment, the
aggregate number of ADSs subject to the Purchase Right shall remain within the
applicable limit. Such adjustments shall be decided by the Committee in its
discretion but shall be made in a manner that the Committee reasonably believes
ensures

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that all Participants for the relevant Offering Period shall have the same
rights and privileges under the Plan to the extent required by Section 423 of
the Code.

     11.  Exercise of Purchase Right

          (a)   Unless a Participant withdraws from the Plan as provided in
Section 13, his or her Purchase Right shall become exercisable, and shall be
exercised automatically, on the Purchase Date of the relevant Offering Period
for the number of ADSs obtained by dividing (i) the accumulated Contributions
credited to the Participant's account as of the Purchase Date by (ii) the
applicable Purchase Price (including any fractional Share, rounded down to the
nearest one-hundredth of a Share (or such other amount as the Committee may
specify from time to time)), but in no event for a number of ADSs greater than
the number of ADSs subject to the Purchase Right, as calculated under Section
10. If application of the preceding sentence would result in the purchase of
fractional ADSs, the Company may round down to the nearest whole number the
number of ADSs purchased by any Participant (it being understood that rounding
down to the nearest whole Share shall be done for all Participants or none at
all).

          (b)   During his or her lifetime, a Participant's Purchase Right
hereunder is exercisable only by him or her. To the extent that any Purchase
Right covers ADSs in excess of the number of ADSs as to which such Purchase
Right becomes exercisable under this Section 11(b), such Purchase Right shall
expire without becoming exercisable.

          (c)   ADSs shall be purchased only with the portion of a Participant's
Account Balance consisting of the Participant's accumulated Contributions. Any
interest credited to the Participant's account pursuant to Section 14 shall not
be used to purchase ADSs and shall instead be paid to the Participant at the end
of the relevant Offering Period.

          (d)   If any portion of a Participant's accumulated Contributions is
not used to purchase ADSs on a given Purchase Date (because, for example, of the
application of Section 6(b)), the remaining amount shall be held in the
Participant's account and used for the purchase of ADSs under the next Offering
Period, unless the Participant withdraws from the next Offering Period as
provided in Section 13 or is not eligible to participate in the next Offering
Period, in either of which cases the Company shall distribute such remaining
amount to the Participant.

          (e)   Subject to Section 12, a Participant shall have no interest or
voting right in ADSs covered by his or her Purchase Right until such Purchase
Right has been exercised.

     12.  Delivery of ADSs

          As promptly as practicable after a Purchase Date, the number of ADSs
purchased by each Participant upon exercise of his or her Purchase Right shall
be deposited into an account established in the Participant's name (or jointly
in the name of the Participant and his or her spouse) with the Designated
Broker. Any payroll deductions accumulated in a Participant's account that are
not applied toward the purchase of ADSs on a Purchase Date due to limitations
imposed by the Plan shall be returned to the Participant. ADSs to be delivered
to a Participant under the Plan shall be registered on the stock register of the
Company in the name of the Participant (or jointly in the name of the
Participant and his or her spouse). If under the terms of a resolution passed or
an announcement made by the

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Company a dividend is to be or is proposed to be paid to holders of ADSs on the
register on a date prior to allotment for any ADSs issued upon the effective
exercise of a Purchase Right, the ADSs to be issued upon such exercise will not
rank for such dividend. Except as mentioned in this Section 12, ADSs allotted
upon the exercise of a Purchase Right shall rank pari passu (including, but not
limited to, with respect to voting, dividend and transfer rights and rights
arising upon a liquidation) in all respects with the ADSs in issue on the date
of such allotment and will be subject to all the provisions of the Articles of
Association of the Company for the time being in force.

     13.  Voluntary Withdrawal; Termination of Employment

          (a)   A Participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time prior to
a Purchase Date by submitting a completed "Notice of Withdrawal" form to the
Company's Human Resources Department, the Human Resources Department of the
Subsidiary that employs the Participant or as the Committee otherwise specifies.
The Company shall arrange to pay to the Participant his or her Account Balance
promptly after receipt of a notice of withdrawal, the Participant's Purchase
Right for the current period shall automatically be terminated and cancelled,
and no further Contributions for the purchase of ADSs shall be accepted from the
Participant during the Offering Period.

          (b)   A Participant's withdrawal from an offering shall not have any
effect upon his or her eligibility to participate in the plan for the succeeding
Offering Period (and Offering Periods thereafter) or in any similar plan that
the Company may adopt hereafter.

          (c)   Except as provided in Section 13(d), if a Participant's
Continuous Status as Employee terminates prior to the Purchase Date of an
Offering Period for any reason, whether voluntary or involuntary, including
retirement or death, the Company shall pay to the Participant his or her Account
Balance (or, in the case of death, the Company shall pay such amount to the
person or persons entitled thereto under Section 15), and the Participant's
Purchase Right shall automatically terminate and lapse.

          (d)   If a Participant's Continuous Status as an Employee terminates
under circumstances that qualify the Participant as a Qualified Terminated
Participant, and the effective date of the Participant's termination of
employment is less than three months prior to the next Purchase Date, the
Participant shall continue to participate in the Plan for the Offering Period
then in progress, and the Participant's Purchase Right for such Offering Period
shall be exercised as provided in Section 11; provided, however, that the
Participant's Contributions shall cease with the Contribution made from his or
her final paycheck, and the Participant shall not be permitted to make any
supplemental Contributions to the Plan (in the event that the Committee permits
supplemental Contributions pursuant to its discretion under Section 9(a)). The
Participant shall not be eligible to participate in any Offering Period that
starts after the effective date of his or her termination of employment.

     14.  Interest

          Account Balances under the Plan may, in the discretion of the
Committee, be credited with interest. All determinations as to the rate and
amount of interest to be credited or paid on accounts under the Plan shall be
made by the Committee in its sole discretion. The Committee may, but shall not
be obligated to, invest Participant Account Balances in an interest-bearing fund
or other financial instrument.

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     15.  Designation of Beneficiary

          (a)   A Participant may designate a beneficiary to receive any ADSs
and cash, if any, from the Participant's account under the Plan in the event of
the Participant's death. If a Participant is married and the designated
beneficiary is not the spouse, the Company may determine that spousal consent
shall be required for such designation to be effective. Beneficiary designations
under this Section 15(a) shall be made as directed by the Human Resources
department of the Company.

          (b)   A Participant may change a designation of beneficiary at any
time by submission of the required notice. In the event of the death of the
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company shall
deliver ADSs and/or cash from the Participant's account under the Plan to the
executor or administrator of the Participant's estate, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such ADSs and/or cash to the Participant's spouse
or to any one or more dependents or relatives of the Participant, or if no
spouse, dependent or relative is known to the Company, then to such other person
as the Company may designate.

     16.  Transferability

          Neither Contributions credited to a Participant's account nor any
rights with regard to the exercise of a Purchase Right to receive ADSs under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution, or as provided in
Section 15) by the Participant. Any such attempt at assignment, transfer, pledge
or other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds in accordance with Section 13.

     17.  Use of Funds

          The Company may, but shall not be obligated to, segregate
Contributions under the Plan and/or arrange for Contributions to be held by a
third party financial institution (including the Designated Broker) or trustee
for the benefit of Participants. Whether or not segregated, Contributions (and
earnings thereon, if any, pursuant to Section 14) shall remain the property of
the relevant Participants, shall be held subject to the rights of Participants
hereunder and shall not be subject to the claims of the Company's creditors.
Nevertheless, to the extent that Contributions are not segregated or held by
third parties, the Company may use such Contributions for any corporate purpose,
subject to the rights of Participants under the Plan.

     18.  Reports

          Individual accounts shall be maintained for each Participant in the
Plan. Statements of account shall be provided to participating Employees by the
Company or the Designated Broker at least annually.

     19.  Amendment or Termination

          (a)   The Committee may at any time, or from time to time, amend the
Plan in any respect or terminate the Plan (including with respect to any
Offering Period then in progress), except that, without the approval of the
Company's shareholders at a meeting duly

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called, no amendment shall be made (i) increasing the number of Common Shares
approved for the Plan (other than as provided in Section 5 hereof) or (ii)
decreasing the purchase price per ADS; provided, however, that alterations or
amendments to the terms and conditions of the Plan which are of a material
nature, or any change to the terms of Purchase Rights granted must be approved
by the shareholders of the Company, unless such alteration or amendment takes
effect automatically under the terms of the Plan. Without limiting the
generality of the preceding sentence, the Committee shall be entitled to change
the Offering Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, permit payroll withholding in excess of the
amount designated by a Participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of ADSs for each
Participant properly correspond with amounts withheld from the Participant's
compensation, and establish such other limitations or procedures as the
Committee determines in its sole discretion to be advisable and consistent with
the Plan. Any amendment made to the Plan must be in accordance with the
requirements of the HK Listing Rules or permitted by the Hong Kong Exchange. If
the Plan is terminated by the Board prior to the tenth anniversary of the date
of shareholder approval, unless the Committee has also terminated any Offering
Period then in progress, Purchase Rights granted before such termination shall
continue to be valid and exercisable in accordance with, and subject to, the
terms and conditions of the Plan.

     20.  Notices

          All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.

     21.  Conditions Upon Issuance of ADSs

          (a)   ADSs shall not be issued with respect to a Purchase Right unless
the exercise of such Purchase Right and the issuance and delivery of ADSs
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the United States Securities Act, the
United States Securities Exchange Act, applicable state securities laws, and the
rules of any other stock exchange on which the ADSs are listed for trading and
any rules and regulations promulgated under any of the foregoing, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

          (b)   As a condition to the exercise of a Purchase Right, the Company
may require the person exercising such Purchase Right to represent and warrant
at the time of exercise that the ADSs are being purchased only for investment
and, without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

     22.  Awards to Individuals Subject to Non-U.S. Jurisdictions; Trust

          To the extent necessary to comply with the laws of any relevant
jurisdiction, the Committee shall have the discretion to adopt, on behalf of the
Company, one or more sub-plans applicable to separate classes of Employees who
are subject to laws of jurisdictions outside of the United States; provided,
however, that the adoption of any plan or sub-plan must be in accordance with HK
Listing Rules. Furthermore, to the extent necessary to comply with the laws of
any relevant jurisdiction and consistent with the purposes of the Plan and the
interests of the Company, the Committee may establish a trust in connection with
the Plan or any other employee benefit plan of the Company.

     23.  Miscellaneous

          (a)   The exercise of the Purchase Rights granted under the Plan is
not subject to any performance target.

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<PAGE>

          (b)   Nothing in the Plan nor any Purchase Right awarded under the
Plan shall confer, or be construed to confer, on any person (including any
Employee or Participant) the right to remain in the employ of the Company or
affect the right of the Company to terminate the employment of such person at
any time with or without cause, to the extent otherwise permitted under law. An
individual who participates in the Plan shall waive all and any rights to
compensation or damages in consequence of the termination of his or her office
or employment for any reason whatsoever insofar as those rights arise or may
arise from such person's ceasing to have rights under or be entitled to exercise
any Purchase Right under the Plan as a result of such termination.

          (c)   The adoption of the Plan shall not affect any other compensation
or incentive plans in effect for the Company or any Subsidiary, except to the
extent required by law. Nothing in this Plan shall be construed to limit the
right of the Company or any Subsidiary: (i) to establish any other forms of
incentives or compensation for employees of the Company or any Subsidiary; or
(ii) to grant or assume Purchase Rights or options otherwise than under this
Plan, including, without limitation, the grant or assumption of options in
connection with the acquisition, by purchase, lease, merger, consolidation or
otherwise, of the business, stock, or assets of any corporation, firm, or
association.

          (d)   The Plan and the rights and obligations of any individual under
the Plan shall be governed by and construed in accordance with the law of the
Cayman Islands. It is noted nevertheless that the Company intends that the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The
provisions of the Plan shall, accordingly, be construed in a manner consistent
with the requirements of that section of the Code.

          (e)   Unless otherwise stated, all periods of time under this Plan
shall be calculated with reference to the then local time in Shanghai. In the
event that any applicable date is, or any period of days, months or years set
forth in this Plan ends on, a date that is Saturday, Sunday or a public holiday
in Shanghai, such applicable date or the end of such period shall be the first
Business Day following such date.

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