Common use of REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 6.1 The Company hereby represents and warrants to the Subscriber that: (A) subject to the condition set out at clause 3.1(B) above being satisfied, it has full power, authority and capacity to allot and issue the Subscription Shares pursuant to this Agreement under the memorandum of association and articles of association of the Company and the directors of the Company have full power and authority to effect such allotment, all other authorisations, approvals, consents and licences required in order to issue the Subscription Shares and enter into this Agreement by the Company have been obtained and remain in full force and effect; and (B) this Agreement constitute legal, valid and binding obligations of the Company enforceable in accordance with its terms. 6.2 The Subscriber hereby: (A) represents and warrants to the Company that, subject to the condition set out at clause 3.1 (C) above being satisfied, it has full power, authority and capacity under its constitutional documents and applicable law, and all authorisations, approvals, consents and licenses required by it (if any) have been unconditionally obtained and are in full force and effect, to permit it to enter into and perform its obligations under this Agreement; and (B) undertakes to accept the Subscription Shares subject to the memorandum of association and articles of association of the Company.

REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 6.1 The Company hereby represents and warrants to the Subscriber that: (A) subject to the condition set out at clause 3.1(B) above being satisfied, it has full power, authority and capacity to allot and issue the Subscription Shares pursuant to this Agreement under the memorandum of association and articles of association of the Company and the directors of the Company have full power and authority to effect such allotment, all other authorisations, approvals, consents and licences required in order to issue the Subscription Shares and enter into this Agreement by the Company have been obtained and remain in full force and effect; and; (B) this Agreement constitute legal, valid and binding obligations of the Company enforceable in accordance with its terms.; and (C) the proceeds received from the sale of the Subscription Shares shall be used for the phase one expansion plan of Semiconductor Manufacturing International (Beijing) Corporation 6.2 The Subscriber hereby: (A) represents and warrants to the Company that, subject to the condition set out at clause 3.1 (C) above being satisfied, it has full power, authority and capacity under its constitutional documents and applicable law, and all authorisations, approvals, consents and licenses required by it (if any) have been unconditionally obtained and are in full force and effect, to permit it to enter into and perform its obligations under this Agreement; and (B) undertakes to accept the Subscription Shares subject to the memorandum of association and articles of association of the Company.