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                                                                   Exhibit 10.12

              SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION

                          2001 REGULATION S STOCK PLAN

     1.   Purposes of the Plan. The purposes of this Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees, Directors and Consultants and to
promote the success of the Company's business. Options granted under this Plan
are not intended to qualify under Rule 701 promulgated under the Securities Act,
but instead the Company intends upon relying on the exception to registration as
provided under Regulation S promulgated under the Securities Act.

     2.   Definitions. As used herein, the following definitions shall apply:

          (a)  "Acquisition Date" means the respective dates on which the Shares
are sold under the Plan or the Shares are issued upon exercise of an Option.

          (b)  "Administrator" means the Board or any of its Committees as shall
be administering the Plan in accordance with Section 4 hereof.

          (c)  "Applicable Laws" means the requirements relating to the
administration of stock option plans under Cayman Islands laws, U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Ordinary Shares are listed or quoted
and the applicable laws of any other country or jurisdiction where Options are
granted under the Plan.

          (d)  "Board" means the Board of Directors of the Company.

          (e)  "Change in Control" means the occurrence of any of the following
events:

               (i)    Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or

               (ii)   The consummation of the sale or disposition by the Company
of all or substantially all of the Company's assets; or

               (iii)  The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or its parent) at
least a majority of the total voting power represented by the voting securities
of the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation.

          (f)  "Code" means the U.S. Internal Revenue Code of 1986, as amended.

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          (g)  "Committee" means a committee of Directors appointed by the Board
in accordance with Section 4 hereof.

          (h)  "Company" means Semiconductor Manufacturing International
Corporation, a Cayman Islands company.

          (i)  "Consultant" means any person who is engaged by the Company or
any Parent or Subsidiary to render consulting or advisory services to such
entity.

          (j)  "Director" means a member of the Board.

          (k)  "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

          (l)  "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or any Parent or Subsidiary of the Company or
(ii) transfers between locations of the Company or between the Company, its
Parent, any Subsidiary, or any successor. Neither service as a Director nor
payment of a director's fee by the Company or any Parent or Subsidiary of the
Company shall be sufficient to constitute "employment" by the Company or any
Parent or Subsidiary of the Company.

          (m)  "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

          (n)  "Fair Market Value" means, as of any date, the value of Ordinary
Shares determined as follows:

               (i)    If the Ordinary Shares are listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

               (ii)   If the Ordinary Shares are regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Ordinary Shares on the day of determination; or

               (iii)  In the absence of an established market for the Ordinary
Shares, the Fair Market Value thereof shall be determined in good faith by the
Administrator.

          (o)  "Option" means a nonstatutory stock option granted pursuant to
the Plan.

          (p)  "Option Agreement" means a written or electronic agreement
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

          (q)  "Optionee" means the holder of an outstanding Option granted
under the Plan.

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          (r)  "Ordinary Shares" means the Ordinary Shares of the Company.

          (s)  "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (t)  "Plan" means this 2001 Regulation S Stock Plan, as amended from
time to time.

          (u)  "Securities Act" means the U.S. Securities Act of 1933, as
amended.

          (v)  "Service Provider" means an Employee, Director or Consultant.

          (w)  "Share" means a share of the Ordinary Shares, as adjusted in
accordance with Section 13 below.

          (x)  "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

          (y)  "Total Outstanding Shares" shall mean, as of any given date, the
sum of (i) the number of Ordinary Shares issued and outstanding, plus (ii) the
number of Ordinary Shares issuable upon conversion of all Preference Shares
issued and outstanding.

          (z)  "United States" means the United States of America, its
territories and possessions, any State of the United States, and the District of
Columbia.

          (aa) "U.S. person" means:

               (i)    Any natural person resident in the United States;

               (ii)   Any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (iii)  Any estate of which any executor or administrator is a
                      U.S. person;

               (iv)   Any trust of which any trustee is a U.S. person;

               (v)    Any agency or branch of a foreign entity located in the
                      United States;

               (vi)   Any non-discretionary account or similar account (other
                      than an estate or trust) held by a dealer or other
                      fiduciary for the benefit or account of a U.S. person;

               (vii)  Any discretionary account or similar account (other than
                      an estate or trust) held by a dealer or other fiduciary
                      organized, incorporated, or (if an individual) resident in
                      the United States; and

               (viii) Any partnership or corporation if:

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                      (A)  Organized or incorporated under the laws of any
                           foreign jurisdiction; and

                      (B)  Formed by a U.S. person principally for the purpose
                           of investing in securities not registered under the
                           Securities Act, unless it is organized or
                           incorporated, and owned, by accredited investors (as
                           defined in Rule 501(a) promulgated under the
                           Securities Act) who are not natural persons, estates
                           or trusts.

     3.   Shares Subject to the Plan. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares that may be subject to option
and sold under the Plan is 47,000,000 Shares.

          If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if restricted
Shares issued pursuant to an Option are repurchased by the Company at their
original purchase price, such Shares shall become available for future grant
under the Plan.

     4.   Administration of the Plan.

          (a)  Administrator. The Plan shall be administered by the Board or a
Committee appointed by the Board, which Committee shall be constituted to comply
with Applicable Laws.

          (b)  Powers of the Administrator. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:

               (i)    to determine the Fair Market Value;

               (ii)   to select the Service Providers to whom Options may from
time to time be granted hereunder;

               (iii)  to determine the number of Shares to be covered by each
such Option granted hereunder;

               (iv)   to approve forms of agreement for use under the Plan;

               (v)    to determine the terms and conditions of any Option
granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options may be exercised (which may
be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option
or the Ordinary Shares relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine;

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               (vi)   to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws;

               (vii)  to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market Value equal to
the minimum amount required to be withheld. The Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined. All elections by Optionees to have Shares withheld
for this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and

               (viii) to construe and interpret the terms of the Plan and
Options granted pursuant to the Plan.

          (c)  Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Optionees.

     5.   Eligibility. Only non-United States resident Service Providers shall
be eligible for the grant of Options or the purchase of Shares.

     6.   At-Will Employment. Neither the Plan nor any Option shall confer upon
any Optionee any right with respect to continuing the Optionee's relationship as
a Service Provider with the Company or any Parent or Subsidiary of the Company,
nor shall it interfere in any way with his or her right or the right of the
Company or any Parent or Subsidiary of the Company to terminate such
relationship at any time, with or without cause, and with or without notice.

     7.   Term of Plan. Subject to shareholder approval in accordance with
Section 19, the Plan shall become effective upon its adoption by the Board.
Unless sooner terminated under Section 15, it shall continue in effect for a
term of ten (10) years from the later of (i) the effective date of the Plan, or
(ii) the date of the most recent Board approval of an increase in the number of
shares reserved for issuance under the Plan.

     8.   Term of Option. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof.

     9.   Option Exercise Price and Consideration.

          (a)  Exercise Price. The per share exercise price for the Shares to be
issued upon exercise of an Option shall be such price as is determined by the
Administrator.

          (b)  Forms of Consideration. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator. Such consideration may consist of,
without limitation, (1) cash, (2) check, (3) promissory note, (4) other Shares,
provided Shares acquired directly from the Company (x) have been owned by the
Optionee for more than six (6) months on the date of surrender, and (y) have a
Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which such Option shall be exercised, (5) consideration
received by the Company under a cashless exercise

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program implemented by the Company in connection with the Plan, or (6) any
combination of the foregoing methods of payment. In making its determination as
to the type of consideration to accept, the Administrator shall consider if
acceptance of such consideration may be reasonably expected to benefit the
Company. Notwithstanding the foregoing, the Administrator may permit an Optionee
to exercise his or her Option by delivery of a full-recourse promissory note
secured by the purchased Shares. The terms of such promissory note shall be
determined by the Administrator in its sole discretion.

     10.  Exercise of Option.

          (a)  Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and as set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be suspended during any unpaid leave
of absence. An Option may not be exercised for a fraction of a Share.

               An Option shall be deemed exercised when the Company receives (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 13 of the Plan.

               Exercise of an Option in any manner shall result in a decrease in
the number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

          (b)  Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than because of death or disability, such
Optionee may exercise his or her Option within thirty (30) days of termination,
or such longer period of time as specified in the Option Agreement, to the
extent that the Option is vested on the date of termination (but in no event
later than the expiration of the term of the Option as set forth in the Option
Agreement). If, on the date of termination, the Optionee is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified by the Administrator, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

          (c)  Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within six (6) months of termination, or such longer period of
time as specified in the Option Agreement, to the extent the

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Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). If,
on the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

          (d)  Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within six (6) months following Optionee's death, or
such longer period of time as specified in the Option Agreement, to the extent
that the Option is vested on the date of death (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement) by
the Optionee's designated beneficiary, provided such beneficiary has been
designated prior to Optionee's death in a form acceptable to the Administrator.
If no such beneficiary has been designated by the Optionee, then such Option may
be exercised by the personal representative of the Optionee's estate or by the
person(s) to whom the Option is transferred pursuant to the Optionee's will or
in accordance with the laws of descent and distribution. If, at the time of
death, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the
Plan. If the Option is not so exercised within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

     11.  Restriction on Transfer. Any Shares sold under the Plan shall not be
offered or sold to a U.S. person or for the account or benefit of a U.S. person
prior to the expiration of one year from the Acquisition Date. Any Shares
awarded or sold under the Plan offered or sold prior to the expiration of one
year from the Acquisition Date may be offered or sold only pursuant to the
following conditions: (i) the purchaser of the Shares certifies that it is not a
U.S. person and is not acquiring the Shares for the account or benefit of any
U.S. person or is a U.S. person who purchased the Shares in a transaction that
did not require registration under the Securities Act; (ii) the purchaser of the
Shares agrees to resell such Shares only in accordance with the provisions of
Regulation S promulgated under the Securities Act, pursuant to registration
under the Securities Act, or pursuant to an available exemption from
registration; and agrees not to engage in hedging transactions with regard to
such Shares unless in compliance with the Securities Act; and (iii) the
certificate evidencing the Shares shall contain restrictive legends to a similar
effect as set forth in (ii). In addition, any Shares awarded or sold under the
Plan shall also be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the Board
may determine. The restrictions shall be set forth in the applicable Option
Agreement and shall apply in addition to any restrictions that may apply to
holders of Shares generally.

     12.  Limited Transferability of Options. Unless determined otherwise by the
Administrator, Options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee, only by the Optionee.

     13.  Adjustments Upon Changes in Capitalization, Merger or Change in
Control.

          (a)  Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number and type of Shares which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon

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cancellation or expiration of an Option, and the number and type of Shares
covered by each outstanding Option, as well as the price per Share covered by
each such outstanding Option, shall be proportionately adjusted for any increase
or decrease in the number or type of issued Shares resulting from a share split,
reverse share split, share dividend, combination or reclassification of the
Ordinary Shares, or any other increase or decrease in the number of issued
shares of Ordinary Shares effected without receipt of consideration by the
Company. The conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of any class, or securities convertible into
shares of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number, type or price of Shares subject to an Option.

          (b)  Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option will terminate immediately prior to the consummation of
such proposed action.

          (c)  Merger or Change in Control. In the event of a merger of the
Company with or into another corporation, or a Change in Control, each
outstanding Option shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation.
If, in such event, the Option is not assumed or substituted, the Optionee shall
fully vest in and have the right to exercise this Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable. If the Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or Change in Control, the
Administrator shall notify the Optionee in writing or electronically that the
Option shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option shall be considered
assumed if, following the merger or Change in Control, the Option confers the
right to purchase or receive, for each Share subject to the Option immediately
prior to the merger or Change in Control, the consideration (whether shares,
cash, or other securities or property) received in the merger or Change in
Control by holders of Ordinary Shares for each such Ordinary Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or Change in Control is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Shares in the merger
or Change in Control.

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     14.  Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such later date as is determined by the Administrator.
Notice of the determination shall be given to each Service Provider to whom an
Option is so granted within a reasonable time after the date of such grant.

     15.  Amendment and Termination of the Plan.

          (a)  Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

          (b)  Shareholder Approval. The Board shall obtain shareholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.

          (c)  Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

     16.  Conditions Upon Issuance of Shares.

          (a)  Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

          (b)  Investment Representations. As a condition to the exercise of an
Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares 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.

     17.  Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     18.  Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     19.  Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted by the Board. Such shareholder approval shall be obtained in the degree
and manner required under Applicable Laws.

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