UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
December 26, 2019
(Commission File Number: 001-15128)
United Microelectronics Corporation
(Translation of registrant’s name into English)
No.3 Li Hsin Road II
Science Park
Hsinchu, Taiwan, R.O.C.
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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United Microelectronics Corporation |
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By: |
Chitung Liu |
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Name: |
Chitung Liu |
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Title: |
CFO |
Date: December 26, 2019
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EXHIBIT INDEX
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Exhibit |
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Description |
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99 |
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6K on 12/26/2019 |
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www.umc.com
Exhibit
Exhibit Description
99.1 Announcement on 2019/12/16: Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd. to announce re-election of directors by the board of directors
99.2 Announcement on 2019/12/16: Represent major subsidiary United Semiconductor (Xiamen)Co., Ltd. to announce the appointment of the accounting & financial officer by the board of directors
99.3 Announcement on 2019/12/16: Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd. to announce related materials about changing the Certified Public Accountant
99.4 Announcement on 2019/12/16: Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd. to announce the resolution of the Board
99.5 Announcement on 2019/12/18: The board meeting approved capital budget execution
99.6 Announcement on 2019/12/09: November Revenue
99.7 Announcement on 2019/12/15: the trading and pledge of UMC common shares by directors, executive officers and 10% shareholders of UMC
Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd. to announce re-election of directors by the board of directors
1. Date of occurrence of the change: 2019/12/16
2. Appointment of or changed personnel (juristic-person director, juristic-person supervisor, independent director, natural-person director or natural-person supervisor): natural-person director
3. Title, name and resume of the replaced personnel:
YU, CHAU-SHEN United Semiconductor (Xiamen) Co., Ltd Chairman
HSU, CHIH-CHING United Semiconductor (Xiamen) Co., Ltd Vice Chairman
LIN, JIN-HONG United Microelectronics Corporation Director of finance
YANG TAO Unicompound Semiconduct Corporation Chairman
KAO, MING-CHENG HeJian Technology (Suzhou) Co., Ltd General manager
LIN, WEI-SHENG HeJian Technology (Suzhou) Co., Ltd Deputy General Manager
WANG, WEN-CHIEH United Microelectronics Corporation Senior Director of Materials Planning Division
SUI, GUOYU Xiamen Torch Hi-Tech Industrial Development Zone Investment Service Center Co., Ltd Chairman
LI, MING Xiamen Jin Yuan Investment Group Co., Ltd Investment Management Department General Manager
4. Title, name and resume of the new personnel:
YU, CHAU-SHEN United Semiconductor (Xiamen) Co., Ltd Chairman
HSU, CHIH-CHING United Semiconductor (Xiamen) Co., Ltd Vice Chairman
LIN, JIN-HONG United Microelectronics Corporation Director of finance
YANG TAO Unicompound Semiconduct Corporation Chairman
TAN WEN YI United Semiconductor (Xiamen) Co., Ltd General manager
CHEN, TSU-CHIEN United Semiconductor (Xiamen) Co., Ltd Deputy General Manager
LU, I-CHENG United Semiconductor (Xiamen) Co., Ltd Director of accounting and finance department
DI, GUODONG Xiamen Torch Hi-Tech Industrial Development Zone Investment Service Center Co., Ltd Vice Chairman
HONG, YIYAN Xiamen Jin Yuan Investment Group Co., Ltd Investment Management Department Deputy General Manager
5. Type of the change (please enter: “resignation”, “discharge”, “tenure expired”, “death” or “new appointment”): tenure expired
6. Reason for the change: Director re-election
7. Number of shares held by the new personnel at the time of appointment: Not applicable
8. Original term (from __________ to __________): 2016/12/12~2019/12/11
9. Effective date of the new appointment: 2019/12/16
10. Rate of turnover of directors of the same term: Not applicable
11. Rate of turnover of supervisor of the same term: Not applicable
12. Rate of turnover of independent director of the same term: Not applicable
13. Change in one-third or more of directors (“Yes” or “No”): Yes
14. Any other matters that need to be specified: None
Represent major subsidiary United Semiconductor (Xiamen)Co., Ltd. to announce the appointment of the accounting & financial officer by the board of directors
1. Type of personnel changed (please enter: spokesperson, acting spokesperson, important personnel (CEO, COO, CMO, CSO, etc.) financial officer, accounting officer, Company Secretary, research and development officer, or internal audit officer): Accounting and financial Officer
2. Date of occurrence of the change: 2019/12/16
3. Name, title, and resume of the replaced person:
CHU, WEI-CHIEH United Semiconductor (Xiamen) Co., Ltd Director of accounting and finance department
4. Name, title, and resume of the replacement:
LU, I-CHENG United Semiconductor (Xiamen) Co., Ltd Director of accounting and finance department
5. Type of the change (please enter: “resignation”, “position adjustment”, “dismissal”, “retirement”, “death” or “new replacement”): Position adjustment
6. Reason for the change: Position adjustment
7. Effective date: 2019/12/16
8. Any other matters that need to be specified: None
Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd. to announce related materials about changing the Certified Public Accountant
1. Date of the board of directors’ resolution (Date of occurrence of the event): 2019/12/16
2. Name of the original accounting firm:
Dahua Certified Public Accountants (Special General Partnership)
3. Name of the original CPA 1: Wang Shuge
4. Name of the original CPA 2: Wang Xiaoguang
5. Name of the new accounting firm:
Ernst & Young Hua Ming Certified Public Accountants (Special General Partnership) Xiamen Branch
6. Name of the new CPA 1: Yao Wei
7. Name of the new CPA 2: Chen Ji Liang
8. Reason for the replacement: Consider company business and management needs
9. Specify that whether the company or the original CPA decided to terminate or discontinue the engagement: The company decided to terminate
10. Date of the company notify or receive from the CPA about the termination: 2019/12/16
11. Was there adjustments or suggestions on major internal control improvement matters in filed or in-preparation financial report of the latest 2 fiscal years: None
12. Was there any divergence in opinion between the Company and the original CPA concerning above adjustments or suggestions? (If so, please specify.): None
13. Whether the company consult the new CPA regarding the adjustments and suggestions and probable opinion before official engagement? (If so, please specify.): None
14. Whether the original CPA was authorized to fully response to the reasonable inquiries (including divergent opinion on above matters) from the new CPA: None
15. Any other matters that need to be specified: None
Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd. to announce the resolution of the Board
1. Date of the shareholders’ meeting resolution:2019/12/16
2. Name and title of the director with permission to engage in competitive conduct:
YU, CHAU-SHEN Chairman
HSU, CHIH-CHING Vice Chairman
3. Items of competitive conduct in which the director is permitted to engage:
YU, CHAU-SHEN Chairman Serving Vice Chairman of HeJian Technology (Suzhou) Co., Ltd
HSU, CHIH-CHING Vice Chairman Serving Deputy General Manager of United Microelectronics Corporation, Singapore Branch
4. Period of permission to engage in the competitive conduct: During the tenure
5. Circumstances of the resolution (please describe the results of the voting under Article 209 of the Company Act): All directors passed without objection
6. If the permitted competitive conduct is business of a mainland China area enterprise, the name and title of the director (if it is not business of a mainland China area enterprise, please enter “not applicable” below): YU, CHAU-SHEN Chairman
7. Company name of the mainland China area enterprise and the director’s position in the enterprise: HeJian Technology (Suzhou) Co., Ltd Vice Chairman
8. Address of the mainland China area enterprise: No.333 Xinghua Street, Suzhou Industrial Park
9. Business items of the mainland China area enterprise: Manufacturing and sales of integrated circuits
10. Degree of effect on the Company’s finances and business: None
11. If the director has invested in the mainland China area enterprise, the monetary amount of the director’s investment and the director’s shareholding ratio: Not applicable
12. Any other matters that need to be specified:
United Semiconductor (Xiamen)Co., Ltd. is a Sino-foreign joint venture, this proposal was approved by the board of directors
The board meeting approved capital budget execution
1. Date of the resolution by the board of directors or shareholders’ meeting: 2019/12/18
2. Content of the investment plan: capital budget execution
3. Anticipated monetary amount of the investment: NTD 13,475 million
4. Anticipated date of the investment: by capital budget plan
5. Source of funds: working capital
6. Concrete purpose/objective: capacity deployment
7. Any other matters that need to be specified: none
United Microelectronics Corporation
December 9, 2019
This is to report the changes or status of 1) Sales volume, 2) Funds lent to other parties, 3) Endorsements and guarantees, and 4) Financial derivative transactions for the period of November 2019.
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1) |
Sales volume (NT$ Thousand) |
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Period |
Items |
2019 |
2018 |
Changes |
% |
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November |
Net sales |
13,891,904 |
11,554,518 |
2,337,386 |
20.23% |
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Year-to-Date |
Net sales |
134,831,609 |
139,867,296 |
(5,035,687) |
(3.60)% |
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2) |
Funds lent to other parties (NT$ Thousand) |
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Balance as of period end |
This Month (actual amount provided) |
Last Month (actual amount provided) |
Limit of lending |
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UMC |
7,610,000 |
7,597,500 |
20,463,890 |
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Note : On March 6,2019, the board of directors resolved to lend funds to USC(Xiamen) for the amount up to US$ 250 million. The actual amount lent to USC(Xiamen) as of November 30, 2019 was US$ 40 million.
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3) |
Endorsements and guarantees (NT$ Thousand) |
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Balance as of period end |
This Month (actual amount provided) |
Last Month (actual amount provided) |
Limit of lending |
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UMC (Note1) |
748,000 |
748,000 |
92,087,503 |
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UMC (Note2) |
14,519,880 |
14,496,030 |
92,087,503 |
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Note1 : On December 12, 2018, the board of directors resolved to provide endorsement to Nexpower’s syndicated loan from banks including Bank of Taiwan for the amount up to NT$ 748 million. Note2 : On February 22, 2017, March 7, 2018, October 24, 2018 and July 24, 2019, the board of directors resolved to provide endorsement to USC(Xiamen)’s syndicated loan from banks for the amount up to US$ 477 million. |
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4) |
Financial derivatives transactions : |
aNot under hedging accounting : NT$ thousand
UMC
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Financial instruments |
Option |
Forwards |
IRS |
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Put |
Call |
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Deposit Paid |
0 |
0 |
0 |
0 |
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Royalty Income (Paid) |
0 |
0 |
0 |
0 |
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Unwritten-off Trading |
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Contracts |
0 |
0 |
365,280 |
0 |
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Fair Value |
0 |
0 |
589 |
0 |
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Net profit (loss) from Fair Value |
0 |
0 |
(2,972) |
0 |
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Written-off Trading |
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Contracts |
0 |
0 |
28,629,212 |
0 |
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Realized profit (loss) |
0 |
0 |
(21,705) |
0 |
United Microelectronics Corporation
For the month of November, 2019
This is to report 1) the trading of directors, executive officers and 10% shareholders of United Microelectronics Corporation (“UMC”) (NYSE: UMC); 2) the pledge and clear of pledge of UMC common shares by directors, executive officers and 10% shareholders of UMC;
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1) |
The trading of directors, executive officers and 10% shareholders |
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Title |
Name |
Number of shares as of October 31, 2019 |
Number of shares as of November 30, 2019 |
Changes |
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-- |
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-- |
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2) |
The pledge and clear of pledge of UMC common shares by directors, executive officers and 10% shareholders: |
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Title |
Name |
Number of shares as of October 31, 2019 |
Number of shares as of November 30, 2019 |
Changes |
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-- |
-- |
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-- |
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