United Microelectronics Corp 6-K, filed Nov 26, 2021
United Microelectronics Corp (UMC)
About this 6-K
United Microelectronics Corp filed this 6-K on November 26, 2021.
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
November 26, 2021
(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): ☐
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: November 26, 2021
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99 | 6K on 11/26/2021 |
3
umc-ex99_6.htm
www.umc.com
Exhibit
Exhibit Description
99.1 Announcement on 2021/11/01: To clarify news reported by Liberty Times Net on October 31, 2021
99.2 Announcement on 2021/11/04: To announce related materials on acquisition of machinery and equipment
99.3 Announcement on 2021/11/24: UMC will attend investor conferences on 2021/11/30
99.4 Announcement on 2021/11/24: UMC will attend investor conferences on 2021/12/01
99.5 Announcement on 2021/11/26: To announce the status of trade secrets disputes between UMC and Micron
99.6 Announcement on 2021/11/04: October Revenue
99.7 Announcement on 2021/11/15: the trading and pledge of UMC common shares by directors, executive officers and 10% shareholders of UMC
Exhibit 99.1
To clarify news reported by Liberty Times Net on October 31, 2021
Date of occurrence of the event: 2021/11/01
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: Liberty Times Net
Content of the report:
There is hearsay that foreign investors was shorting UMC a lot at NT$60.
- Cause of occurrence:
In Q4 2021, we foresee wafer shipments and blend ASP will remain firm. Gross margin continues to exhibit upward momentum, driven by the efforts in optimizing capacity productivity and product mix. With the expansion projects underway at our flagship Fab12A in Tainan, given the strong demand from our customers, we will continue to grow in terms of wafer shipment and blended ASP, which will position the Company to capture additional market share in 2022.
In order to protect the rights of the investing public and maintain the orderly transaction of the market, regarding to the Company’s financial and operating results, please refer to the public notice on MOPS.
Countermeasures: None
Any other matters that need to be specified: None
Exhibit 99.2
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: 2021/10/04~2021/11/04
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$1,023,502,100;
total transaction price: NT$1,023,502,100
- 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):
TOKYO ELECTRON LIMITED; 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
Projected gain (or loss) through disposal (not applicable for acquisition of assets; 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
Name of the professional appraisal firm or company and its appraisal price: NA
Name of the professional appraiser: NA
Practice certificate number of the professional appraiser: NA
The appraisal report has a limited price, specific price, or special price: NA
An appraisal report has not yet been obtained: NA
Reason for an appraisal report not being obtained: NA
Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: NA
Name of the CPA firm: NA
Name of the CPA: NA
Practice certificate number of the CPA: NA
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: 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
The transaction is to acquire a real property or right-of-use asset from a related party: NA
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 99.3
UMC will attend investor conferences on 2021/11/30
Date of institutional investor conference: 2021/11/30
Time of institutional investor conference: 09:00 AM
Location of institutional investor conference: Teleconference
Outline of institutional investor conference:
The Company will attend the “Taiwan Corporate Day 2021”, held by Citi.
- Any other matters that need to be specified: None
Exhibit 99.4
UMC will attend investor conferences on 2021/12/01
Date of institutional investor conference: 2021/12/01
Time of institutional investor conference: 01:00 PM
Location of institutional investor conference: Teleconference
Outline of institutional investor conference:
The Company will attend the “Greater China Tech Focus Day”, held by Nomura.
- Any other matters that need to be specified: None
Exhibit 99.5
To announce the status of trade secrets disputes between UMC and Micron
Date of occurrence of the event: 2021/11/26
Company name: UNITED MICROELECTRONICS CORPORATION
Relationship to the Company (please enter “head office” or “subsidiaries”): head office
Reciprocal shareholding ratios: N/A
Cause of occurrence:
The Company and Micron Technology, Inc. (Nasdaq: MU) announced a settlement agreement between the two companies worldwide. The companies will globally withdraw their complaints against the other party.
Countermeasures: No
Any other matters that need to be specified:
United Microelectronics Corporation (TWSE: 2303; NYSE: UMC) and Micron Technology, Inc. (Nasdaq: MU) today announced a settlement agreement between the two companies worldwide. The companies will globally withdraw their complaints against the other party, and UMC will make a one-time payment of an undisclosed amount to Micron. UMC and Micron look forward to engaging in mutual business cooperation opportunities. The amount of settlement has no material impact on the Company’s business operations and financial conditions.
Exhibit 99.6
United Microelectronics Corporation
November 4, 2021
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 October 2021.
| 1) | Sales volume (NT$ Thousand) | ||||
|---|---|---|---|---|---|
| Period | Items | 2021 | 2020 | Changes | % |
| --- | --- | --- | --- | --- | --- |
| October | Net sales | 19,158,585 | 15,282,825 | 3,875,760 | 25.36% |
| Year-to-Date | Net sales | 173,070,015 | 146,807,386 | 26,262,629 | 17.89% |
| 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 (Note1) | 4,724,300 | 25,744,880 | |||
| UMC (Note2) | 500,000 | 25,744,880 | |||
| Note1: On December 16, 2020, the board of directors resolved to lend funds to USC(Xiamen) for the amount up to US 170 million. The actual amount lent to USC(Xiamen) as of October 31, 2021 was US 0 million.<br>Note2: On April 28, 2021, the board of directors resolved to lend funds to Wavetek for the amount up to NT 500 million. The actual amount lent to Wavetek as of October 31, 2021 was NT 500 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 | 17,905,679 | 115,851,961 |
| Note: On February 22, 2017, March 7, 2018, October 24, 2018, July 24,2019, December 18, 2019, July 29, 2020, October 29, 2020, December 16, 2020, July 28, 2021 and October 27, 2021, the board of directors resolved to provide endorsement to USC(Xiamen)’s syndicated loan from banks for the amount up to US 318 million and CNY 2,050 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 | 999,000 | 0 |
| Fair Value | 0 | 0 | 2,446 | 0 |
| Net profit (loss) from Fair Value | 0 | 0 | 2,387 | 0 |
| Written-off Trading | ||||
| Contracts | 0 | 0 | 21,027,079 | 0 |
| Realized profit (loss) | 0 | 0 | 13,819 | 0 |
Exhibit 99.7
United Microelectronics Corporation
For the month of October, 2021
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 September 30, 2021 | Number of shares as of October 31, 2021 | 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 September 30, 2021 | Number of shares as of October 31, 2021 | Changes |
| --- | --- | --- | --- | --- |
| -- | -- | -- | -- | -- |