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                                                                    Exhibit 10.7
[Company Logo]

[Company name in Chinese]

           18 ZhangJiang Rd., Pudong New Area, 201203 Shanghai, China

                  Tel: 86-21-5080-2000   Fax: 86-21-5080-2918

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                            CONDITIONS OF EMPLOYMENT

1.   APPOINTMENT
     -----------

     An appointment to the service of the Company is valid when the applicant
     has:-

     1.1  received a letter or contract of employment and confirmed his
          acceptance in writing:

     1.2  confirmed his acceptance of the Company's conditions of employment
          and disciplinary rules; and

     1.3  successfully passed a medical examination by a doctor appointed by the
          Company and an x-ray examination conducted by a Company nominee.
          Expenses of this examination will be borned by the Company.

     1.4  an approval for a work pass from the Shanghai Government. This is
          applicable if the applicant registered residency is not in Shanghai.

2.   PROBATION
     ---------

     An employee shall be required to serve a probationary period of six (6)
     months. No extension will be considered. During probation, employment may
     be terminated by either party giving two (2) weeks notice or pay in lieu
     (basic salary) without reason being assigned (except in dismissals by the
     Company for disciplinary reasons). All notice must be in writing whether
     given by the employer or employee.

     If an employee is found satisfactory for continued employment, he shall
     receive a letter confirming his appointment at the end of the probationary
     period.

3.   TERMINATION OF SERVICE
     ----------------------

     Except for dismissal by the Company due to disciplinary reasons, employment
     may be terminated at any time by either the employer or employee by giving
     one month notice period or pay In lieu (basic salary).

     However, in the event if the employee is joining a competitor's company,
     the Company do reserve the right to request the employee to leave the
     Company premises within 24 hours and to pay the Company for his notice
     period.

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     All notice must be in writing whether given by the employer or employee.
     Application for annual leave during the notice period will be subjected to
     the approval of the employee's immediate supervisor. The Company reserves
     the right to insist that all outstanding leaves of an employee be consumed
     within his notice period.

     For employee on a fixed-term contract of employment, his notice period can
     be included as part of his contract period. However, if the notice period
     were to fall outside of the contract period (be it full or partial), no
     extension will be allowed of the existing employment contract. The employee
     must also pay in lieu of notice period that falls outside of the contract
     period.

4.   ANNUAL REVIEW
     -------------

     The annual salary adjustment will depend on performance during the review
     period. The annual performance and salary review cycle will be in the month
     of January of every calendar year per Company policy.

5.   PUBLIC HOLIDAYS
     ---------------

     Employee shall enjoy the gazette public holidays as designated by the
     government of the People's Republic of China

6.   ANNUAL LEAVE
     ------------

     The Company shall grant every employee paid annual leave as per Company
     Policy.

7.   PAID SICK LEAVE
     ---------------

     The Company shall grant every employee paid sick leave as per Company
     Policy.

8.   COMPASSIONATE LEAVE
     -------------------

     The Company shall grant every employee paid compassionate leave per Company
     Policy.

9.   MEDICAL AND INSURANCE BENEFITS
     ------------------------------

     All employees shall be covered per Company policy.

10.  PAYMENT OF SALARIES
     -------------------

     Employees' salary shall be paid through their bank accounts on the 30th
     of each month. If such

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     days fall on weekend or holidays, the salary will be credited on the
     previous business day.

11.  SHIFT PREMIUM
     -------------

     Shift allowance will be paid to employees who are on shift work in
     accordance with the Company's policy. Employee may be scheduled for normal
     office hours during the initial period of employment with the Company.

12.  TRAINING
     --------

     During the employment, the employee may be expected to undergo a period of
     training locally as well as in overseas locations. For all training, an
     employee must be willing to sign a bond. The details of the bond will be
     laid out in a separate contract. There will be no shift allowance or
     overtime claims for all training.

13.  BONUS
     -----

     13.1 Bonus schemes applicable to you will be per the Company's policies.

     13.2 The Company reserves the right to pay out bonuses depending on the
          Company's performance, the market situation, and the achievement of
          individual's performance targets.

14.  LIQUIDATED DAMAGES
     ------------------

     14.1 Within 6 months from the date of commencement of employment, should an
          employee terminate his service or is dismissed or terminated by the
          Company, he will be liable for payment of liquidated damages to the
          Company. The liquidated damages include the actual cost of
          airfares, shipment allowance and any other allowances provided to him
          by the Company upon his commencement of work.

     14.2 The employee will also be fully responsible for his own repatriation.

15.  TRANSFER
     --------

     An employee should carry out duties as may be assigned by the Company from
     time to time and may be transferred from one section, department, division,
     center, location or associated Company to another at the discretion of the
     Company.

16.  PART-TIME EMPLOYMENT
     --------------------

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     An employee shall not participate, contribute to, take upon or engage in
     any part-time employment or any form of work or such activities deriving
     remuneration, reward or deriving any favor, gain or benefit without prior
     permission from the Management in writing. The Management shall not be
     bound to grant such permission.

17.  COMPANY INTEREST
     ----------------

     All employee shall act in the interest of the Company at all times and
     shall observe, adhere to and comply with the Company's established
     policies, rules, regulations and custom and shall safeguard the Company's
     property and confidential information.

     All employees are expected to observe a high level of business ethics.

18.  GIFTS AND GRATUITIES
     --------------------

     18.1 No employee or member of an employee's family shall accept any
          commission, fee or other benefits from any person or company that has
          a business relationship with the Company.

     18.2 No employee or member of an employee's family shall accept from any
          person or Company any gift or other benefits, which because of its
          nature or intention or for whatever reasons, might place the employee
          in a compromising position toward the giver of such gift, gain or put
          the employee in a conflicting position with the Company.

19.  INTERPRETATION
     --------------

     In this set of employment unless the context otherwise required, words
     importing the masculine gender include females and words in the singular
     include the plural.

20.  COMPLIANCE
     ----------

     All employees are required to comply with the Company's Policies and
     Procedures and abide by the Laws and Regulations of China and are not
     allowed to participate in any activities that interfere with the internal
     affairs of China.

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21.  AMENDMENTS
     ----------

     The Company reserves the rights to change, modify, vary, alter or cease any
     benefit as well as the terms and conditions of employment as It deems fit.

22.  CONFLICTS AND DISPUTES
     ----------------------

     In the event of any disputes, controversies or conflicts, this Contract of
     Employment will prevail.

     All other terms and conditions of service not mentioned above will be
     administered in accordance with prevailing Company policies and practices.

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                               ACCEPTANCE OF OFFER


I, ______________________ of ID/ Passport # _________________________ have read
and hereby agree to the terms and conditions of service and accept your offer of
employment.


In the event that I should turn down this position offered to me before I
commence work. I agree to compensate Semiconductor Manufacturing International
 Corporation (SMIC) an equivalent sum of 1 month's basic salary as stated in my
offer of employment.


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          Signature                                    Date Accepted


Note:  You are advised to uphold the confidentiality of your salary and not to
       discuss salary matters with anyone. Management takes a serious view of
       this matter and disciplinary action (which include dismissal) will be
       taken against staffs that breach this condition of service.

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