United Microelectronics Corp 6-K, filed Jul 27, 2020
United Microelectronics Corp (UMC)
About this 6-K
United Microelectronics Corp filed this 6-K on July 27, 2020.
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
July 27, 2020
(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
SIGNATURES
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.
| United Microelectronics Corporation | |
|---|---|
| By: | Chitung Liu |
| Name: | Chitung Liu |
| Title: | CFO |
Date: July 27, 2020
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99 | 6K on 07/27/2020 |
3
umc-ex99_6.htm
www.umc.com
Exhibit
Exhibit Description
99.1 Announcement on 2020/07/01: To announce related materials on acquisition of intangible assets
99.2 Announcement on 2020/07/17: UMC will convene Q2 2020 Investor Conference
99.3 Announcement on 2020/07/17: To announce accumulative shares repurchased exceeding NTD$300 million in value
99.4 Announcement on 2020/07/21: Represent Major subsidiary United Semiconductor (Xiamen) Co., Ltd. to announce related materials on acquisition of machinery and equipment
99.5 Announcement on 2020/07/23: To clarify CNA website news on July 23, 2020
99.6 Announcement on 2020/07/27: UMC Responds to July 23 UDN Report
99.7 Announcement on 2020/07/27: Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd.to announce related materials on acquisition of machinery and equipment
99.8 Announcement on 2020/07/27: Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd.to announce the capital increase
99.9 Announcement on 2020/07/27: Represent major subsidiary HEJIAN TECHNOLOGY (SUZHOU) CO., LTD to announce of Extraordinary Shareholders’ Meeting
99.10 Announcement on 2020/07/09: June Revenue
99.11 Announcement on 2020/07/15: the trading and pledge of UMC common shares by directors, executive officers and 10% shareholders of UMC
Exhibit 99.1
To announce related materials on acquisition of intangible assets
Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.): Software license
Date of occurrence of the event: 2020/01/22~2020/07/01
Amount, unit price, and total monetary amount of the transaction:
Transaction volume: one batch;
average unit price: NT$364,756,774;
total transaction price: NT$364,756,774
- Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):
MENTOR GRAPHICS (IRELAND) LIMITED, TAIWAN BRANCH; non-related party transaction
Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: NA
Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: NA
Matters related to the current disposal of creditors’ rights (including types of collaterals of the disposed creditor’s rights; if creditor’s rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor’s rights, currently being disposed of, over such related party): NA
Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): NA
Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: Base on purchase order payment term.
The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:
transaction: price negotiation;
the reference basis for the decision on price: market price;
the decision-making department: the Selection Meeting
Net worth per share of the Company's underlying securities acquired or disposed of: NA
Cumulative no. of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: NA
Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present: NA
Broker and broker’s fee: None
Concrete purpose or use of the acquisition or disposal: For R&D
Any dissenting opinions of directors to the present transaction: NA
Whether the counterparty of the current transaction is a related party: No
Date of the board of directors’ resolution: NA
Date of ratification by supervisors or approval by the Audit Committee: NA
Whether the CPA issued an unreasonable opinion regarding the current transaction: NA
Name of the CPA firm: NA
Name of the CPA: NA
Practice certificate number of the CPA: NA
Whether the transaction involved in change of business model: No
Details on change of business model: NA
Details on transactions with the counterparty for the past year and the expected coming year: Depending on the Company’s operation requirements
Source of funds: Working capital
Any other matters that need to be specified: None
Exhibit 99.2
UMC will convene Q2 2020 Investor Conference
Date of institutional investor conference: 2020/07/29
Time of institutional investor conference: 17:00
Location of institutional investor conference: Online teleconference
Outline of institutional investor conference:
UMC Q2 2020 Financial and Operating Results
- Any other matters that need to be specified: None
Exhibit 99.3
To announce accumulative shares repurchased exceeding NTD$300 million in value
Date the cumulative no. of shares currently repurchased accounted for 2 percent or more of the shares issued by the company, or amounted to NT$300 million or more: 2020/07/17
No. of shares currently repurchased (shares): 21,000,000 shares
Type of shares currently repurchased: Common share
Total monetary amount of shares currently repurchased (NTD): NTD$345,548,560
Current average repurchase price per share (NTD): NTD$16.45
Cumulative no. of the company’s own shares held during the repurchase period (shares): 97,000,000 shares
Cumulative no. of the company's own shares held during the repurchase period as a percentage of the total no. of the company’s issued shares: 0.79%
Any other matters that need to be specified: None
Exhibit 99.4
Represent Major subsidiary United Semiconductor (Xiamen) Co., Ltd. to announce related materials on acquisition of machinery and equipment
Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment
Date of occurrence of the event: 2020/03/31~2020/07/21
Transaction unit amount (e.g. XX square meters, equivalent to XX ping), unit price, and total transaction price:
Transaction volume: one batch;
Average unit price: NT$1,024,025,614;
Total transaction price: NT$1,024,025,614
- Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):
Applied Materials South East Asia Pte. Ltd.; Non-related party transaction
Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: Not applicable
Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: Not applicable
Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): Not applicable
Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: Base on purchase order payment term
The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:
Transaction: price negotiation;
The reference basis for the decision on price: market price;
The decision-making department: the Selection Meeting
Name of the professional appraisal firm or company and its appraisal price: Not applicable
Name of the professional appraiser: Not applicable
Practice certificate number of the professional appraiser: Not applicable
The appraisal report has a limited price, specific price, or special price: Not applicable
An appraisal report has not yet been obtained: Not applicable
Reason for an appraisal report not being obtained: Not applicable
Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: Not applicable
Name of the CPA firm: Not applicable
Name of the CPA: Not applicable
Practice certificate number of the CPA: Not applicable
Broker and broker’s fee: None
Concrete purpose or use of the acquisition or disposal: For production
Any dissenting opinions of directors to the present transaction: Not applicable
Whether the counterparty of the current transaction is a related party: No
Date of the board of directors’ resolution: NA
Date of ratification by supervisors or approval by the audit committee: NA
The transaction is to acquire a real property or right-of-use asset from a related party: No
The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: NA
Where the above assessed price is lower than the transaction price, the price assessed in accordance with the Article 17 of the same regulations: NA
Any other matters that need to be specified: None
Exhibit 99.5
To clarify CNA website news on July 23, 2020
Date of occurrence of the event: 2020/07/23
Company name: UNITED MICROELECTRONICS CORP.
Relationship with the Company (please enter “the company itself” or “subsidiaries”): the company itself
Reciprocal shareholding percentage: N/A
Name of the reporting media:
CNA website https://www.cna.com.tw/news/afe/202007230037.aspx
- Content of the report:
UMC’s operating profit was expected to reach 10-years high, the stock price raised to limit up.
- Cause of occurrence:
UMC did not announce any profit forecast; the reported figures were estimates made by foreign investor institutions.
UMC will announce Q2 2020 Financial and Operating Results in the institutional investor conference on 2020/07/29.
Countermeasures: None
Any other matters that need to be specified: None
Exhibit 99.6
UMC Responds to July 23 UDN Report
Date of occurrence of the event: 2020/07/27
Company name: UNITED MICROELECTRONICS CORP.
Relationship with the Company (please enter “the company itself” or “subsidiaries”): the company itself
Reciprocal shareholding percentage: N/A
Name of the reporting media:
United Daily News website https://udn.com/news/story/7240/4722921
- Content of the report:
Speculating about UMC’s business and operations
- Cause of occurrence:
UMC has a clear company policy about not commenting on customers or their order status and has not disclosed any of the business or operation details mentioned in the article. The report is based on the speculation of the journalist. UMC will announce its Q2, 2020 Financial and Operating Results at its institutional investor conference on July 29, 2020.
Countermeasures: None
Any other matters that need to be specified: None
Exhibit 99.7
Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd.to announce related materials on acquisition of machinery and equipment
Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment
Date of occurrence of the event: 2019/09/30~2020/07/27
Transaction unit amount (e.g. XX square meters, equivalent to XX ping), unit price, and total transaction price:
Transaction volume: one batch;
Average unit price: NT$535,015,237;
Total transaction price: NT$535,015,237
- Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):
United Microelectronics Corporation; The Company's Parent-Company
- Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:
Improve Capex efficiency; Not applicable
Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: Not applicable
Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): Not applicable
Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
Payment terms: Pay according to the order terms.
Contract restrictions: None.
Other important agreements: None.
- The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:
The manner of deciding on this transaction: price negotiation;
The reference basis for the decision on price: market price;
The decision-making department: Board of Directors
Name of the professional appraisal firm or company and its appraisal price: Not applicable
Name of the professional appraiser: Not applicable
Practice certificate number of the professional appraiser: Not applicable
The appraisal report has a limited price, specific price, or special price: Not applicable
An appraisal report has not yet been obtained: Not applicable
Reason for an appraisal report not being obtained: Not applicable
Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: Not applicable
Name of the CPA firm: Not applicable
Name of the CPA: Not applicable
Practice certificate number of the CPA: Not applicable
Broker and broker’s fee: Not applicable
Concrete purpose or use of the acquisition or disposal: For production
Any dissenting opinions of directors to the present transaction: None
Whether the counterparty of the current transaction is a related party: Yes
Date of the board of directors’ resolution: 2020/07/27
Date of ratification by supervisors or approval by the audit committee: 2020/07/27
The transaction is to acquire a real property or right-of-use asset from a related party: No
The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: Not applicable
Where the above assessed price is lower than the transaction price, the price assessed in accordance with the Article 17 of the same regulations: Not applicable
Any other matters that need to be specified: None
Exhibit 99.8
Represent major subsidiary United Semiconductor (Xiamen) Co., Ltd.to announce the capital increase
Date of the board of directors’ resolution: 2020/07/27
Source of capital increase funds: Capital increase
Number of shares issued (not including those distributed to employees if consisting in capital increase from earnings or capital surplus): Not applicable
Par value per share: Not applicable
Total monetary value of the issuance: Not applicable
Issue price: Not applicable
Number of shares subscribed for by or allocated to employees: Not applicable
Number of shares publicly sold: Not applicable
Ratio of shares subscribed by or allotted as stock dividends to existing shareholders: 100%
Handling method for fractional shares and shares unsubscripted for by the deadline: Not applicable
Rights and obligations of these newly issued shares: Not applicable
Utilization of the funds from the capital increase: Enrich operating capital
Any other matters that need to be specified:
United Semiconductor (Xiamen) Co., Ltd. is a limited liability company and does not issue stocks. The registered capital is increased by RMB 3.5 billion this time.
Exhibit 99.9
Represent major subsidiary HEJIAN TECHNOLOGY (SUZHOU) CO., LTD to announce of Extraordinary Shareholders’ Meeting
Date of the board of directors’ resolution: 2020/07/27
Special shareholders meeting date: 2020/08/11
Special shareholders meeting location:
No.333, Xing Hua Street, Suzhou Industrial Park, Suzhou, P.R.China
Cause for convening the meeting (1) Reported matters: NA
Cause for convening the meeting (2) Acknowledged matters: NA
Cause for convening the meeting (3) Matters for Discussion:
Guarantee subsidiary UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.
Cause for convening the meeting (4) Election matters: NA
Cause for convening the meeting (5) Other Proposals: NA
Cause for convening the meeting (6) Extemporary Motions: NA
Book closure starting date: NA
Book closure ending date: NA
Any other matters that need to be specified: NA
Exhibit 99.10
United Microelectronics Corporation
July 09, 2020
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 June 2020.
| 1) | Sales volume (NT$ Thousand) | ||||
|---|---|---|---|---|---|
| Period | Items | 2020 | 2019 | Changes | % |
| --- | --- | --- | --- | --- | --- |
| June | Net sales | 14,581,494 | 11,706,642 | 2,874,852 | 24.56% |
| Year-to-Date | Net sales | 86,654,107 | 68,614,143 | 18,039,964 | 26.29% |
| 2) | Funds lent to other parties (NT$ Thousand) | ||||
| --- | --- | ||||
| Balance as of period end | Last Month<br><br><br>(actual amount provided) | Limit of lending | |||
| --- | --- | --- | |||
| UMC | 5,992,000 | 21,075,126 | |||
| Note: On February 26, 2020, the board of directors resolved to lend funds to USC(Xiamen) for the amount up to US 200 million. The actual amount lent to USC(Xiamen) as of June 30, 2020 was US 70 million. |
All values are in US Dollars.
| 3) | Endorsements and guarantees (NT$ Thousand) | |
|---|---|---|
| Balance as of period end | Last Month<br><br><br>(actual amount provided) | Limit of lending |
| --- | --- | --- |
| UMC (Note1) | 748,000 | 94,838,068 |
| UMC (Note2) | 13,901,440 | 94,838,068 |
| 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.<br>Note2: On February 22, 2017, March 7, 2018, October 24, 2018, July 24,2019 and December 18, 2019, the board of directors resolved to provide endorsement to USC(Xiamen)’s syndicated loan from banks for the amount up to US 464 million. |
All values are in US Dollars.
| 4) | Financial derivatives transactions : |
|---|
aNot under hedging accounting: NT$ thousand
UMC
| Financial instruments | Option | Forwards | IRS | |
|---|---|---|---|---|
| Put | Call | |||
| Deposit Paid | 0 | 0 | 0 | 0 |
| Royalty Income (Paid) | 0 | 0 | 0 | 0 |
| Unwritten-off Trading | ||||
| Contracts | 0 | 0 | 769,080 | 0 |
| Fair Value | 0 | 0 | 1,793 | 0 |
| Net profit (loss) from Fair Value | 0 | 0 | 1,793 | 0 |
| Written-off Trading | ||||
| Contracts | 0 | 0 | 5,771,571 | 0 |
| Realized profit (loss) | 0 | 0 | 5,153 | 0 |
Exhibit 99.11
United Microelectronics Corporation
For the month of June, 2020
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;
| 1) | The trading of directors, executive officers and 10% shareholders | ||||
|---|---|---|---|---|---|
| Title | Name | Number of shares as of May 31, 2020 | Number of shares as of June 30, 2020 | Changes | |
| --- | --- | --- | --- | --- | |
| -- | -- | -- | -- | -- | |
| 2) | The pledge and clear of pledge of UMC common shares by directors, executive officers and 10% shareholders: | ||||
| --- | --- | ||||
| Title | Name | Number of shares as of May 31, 2020 | Number of shares as of June 30, 2020 | Changes | |
| --- | --- | --- | --- | --- | --- |
| -- | -- | -- | -- | -- |