United Microelectronics Corp 6-K, filed Dec 27, 2022
United Microelectronics Corp (UMC)
About this 6-K
United Microelectronics Corp filed this 6-K on December 27, 2022.
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 27, 2022
(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.
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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 27, 2022
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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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www.umc.com
Exhibit
Exhibit Description
99.1 Announcement on 2022/11/28: To announce related materials on acquisition of facilities
99.2 Announcement on 2022/11/30: To announce related materials on acquisition of facilities
99.3 Announcement on 2022/12/14: The board meeting approved capital budget execution
99.4 Announcement on 2022/12/20: To announce the construction of factory buildings of Fab 12i P3 on rented land
99.5 Announcement on 2022/12/20: To announce the construction of factory buildings of Fab 12i P3 on rented land
99.6 Announcement on 2022/12/06: November Revenue
99.7 Announcement on 2022/12/15: 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 facilities
1. Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City): Facilities
2. Date of occurrence of the event: 2022/11/24~2022/11/28
3. 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$6,488,732,839;
total transaction price: NT$6,488,732,839
4. 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):
L&K Engineering CO., LTD. (Singapore Branch); non-related party transaction
5. 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
6. 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
7. Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): NA
8. 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.
9. 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.
10. Name of the professional appraisal firm or company and its appraisal price: NA
11. Name of the professional appraiser: NA
12. Practice certificate number of the professional appraiser: NA
13. The appraisal report has a limited price, specific price, or special price: NA
14. An appraisal report has not yet been obtained: NA
15. Reason for an appraisal report not being obtained: NA
16. Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: NA
17. Name of the CPA firm: NA
18. Name of the CPA: NA
19. Practice certificate number of the CPA: NA
20. Broker and broker’s fee: None
21. Concrete purpose or use of the acquisition or disposal: For production
22. Any dissenting opinions of directors to the present transaction: NA
23. Whether the counterparty of the current transaction is a related party: No
24. Date of the board of directors’ resolution: NA
25. Date of ratification by supervisors or approval by the audit committee: NA
26. The transaction is to acquire a real property or right-of-use asset from a related party: No
27. The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: NA
28. 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
29. Any other matters that need to be specified: None
Exhibit 99.2
To announce related materials on acquisition of facilities
1. Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City): Facilities
2. Date of occurrence of the event: 2022/11/29~2022/11/30
3. 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$2,211,162,225;
total transaction price: NT$2,211,162,225
4. 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):
L&K Engineering CO., LTD. (Singapore Branch); non-related party transaction
5. 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
6. 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
7. Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): NA
8. 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.
9. 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.
10. Name of the professional appraisal firm or company and its appraisal price: NA
11. Name of the professional appraiser: NA
12. Practice certificate number of the professional appraiser: NA
13. The appraisal report has a limited price, specific price, or special price: NA
14. An appraisal report has not yet been obtained: NA
15. Reason for an appraisal report not being obtained: NA
16. Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: NA
17. Name of the CPA firm: NA
18. Name of the CPA: NA
19. Practice certificate number of the CPA: NA
20. Broker and broker’s fee: None
21. Concrete purpose or use of the acquisition or disposal: For production
22. Any dissenting opinions of directors to the present transaction: NA
23. Whether the counterparty of the current transaction is a related party: No
24. Date of the board of directors’ resolution: NA
25. Date of ratification by supervisors or approval by the audit committee: NA
26. The transaction is to acquire a real property or right-of-use asset from a related party: No
27. The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: NA
28. 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
29. Any other matters that need to be specified: None
Exhibit 99.3
The board meeting approved capital budget execution
1. Date of the resolution of the board of directors or shareholders meeting: 2022/12/14
2. Content of the investment plan: capital budget execution
3. Projected monetary amount of the investment: NTD 32,417 million
4. Projected date of the investment: by capital budget plan
5. Source of capital funds: working capital
6. Specific purpose: capacity deployment
7. Any other matters that need to be specified: none
Exhibit 99.4
To announce the construction of factory buildings of Fab 12i P3 on rented land
1. Type of contract: Construction Contract
2. Date of occurrence of the event: 2022/12/19~2022/12/20
3. Counterparty to the contract and relationship with the Company:
L&K Engineering CO., LTD. (Singapore Branch); non-related party transaction
4. Major content of the contract (including total contract amount, anticipated monetary amount of participation in the investment, and start and end dates of the contract), restrictive covenants, and other important terms and conditions:
Total Contract Amount: NT$13,052,700,000
(Accumulated purchase orders during the dates of the occurrence of the event);
Restrictive covenants, and other important terms and conditions: None.
5. Name of the professional appraisal firm or company and its appraisal opinion: NA
6. Name of the real property appraiser: NA
7. Practice certificate number of the real property appraiser: NA
8. Concrete purpose of the acquisition: For production
9. Any dissenting opinions of directors to the present transaction: NA
10. Whether the counterparty of the current transaction is a related party: No
11. Date of the board of directors’ resolution: NA
12. Date of ratification by supervisors or approval by the audit committee: NA
13. The appraisal report has a limited price, specific price, or special price: NA
14. An appraisal report has not yet been obtained: NA
15. Reason for an appraisal report not being obtained: NA
16. Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: NA
17. Name of the CPA firm: NA
18. Name of the CPA: NA
19. Practice certificate number of the CPA: NA
20. Any other matters that need to be specified: None
Exhibit 99.5
To announce the construction of factory buildings of Fab 12i P3 on rented land
1. Type of contract: Construction Contract
2. Date of occurrence of the event: 2022/12/19~2022/12/20
3. Counterparty to the contract and relationship with the Company:
L&K ENGINEERING (SUZHOU) CO., LTD. SINGAPORE BRANCH; non-related party transaction
4. Major content of the contract (including total contract amount, anticipated monetary amount of participation in the investment, and start and end dates of the contract), restrictive covenants, and other important terms and conditions:
Total Contract Amount: NT$334,460,755
(Accumulated purchase orders during the dates of the occurrence of the event);
Restrictive covenants, and other important terms and conditions: None.
5. Name of the professional appraisal firm or company and its appraisal opinion: NA
6. Name of the real property appraiser: NA
7. Practice certificate number of the real property appraiser: NA
8. Concrete purpose of the acquisition: For production
9. Any dissenting opinions of directors to the present transaction: NA
10. Whether the counterparty of the current transaction is a related party: No
11. Date of the board of directors’ resolution: NA
12. Date of ratification by supervisors or approval by the audit committee: NA
13. The appraisal report has a limited price, specific price, or special price: NA
14. An appraisal report has not yet been obtained: NA
15. Reason for an appraisal report not being obtained: NA
16. Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: NA
17. Name of the CPA firm: NA
18. Name of the CPA: NA
19. Practice certificate number of the CPA: NA
20. Any other matters that need to be specified: None
Exhibit 99.6
United Microelectronics Corporation
December 6, 2022
This is to report the changes or status of 1) Sales volume, 2) Funds lent to other parties, 3) Endorsements and guarantees, and 4) Financial derivative transactions for the period of November 2022.
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1) |
Sales volume (NT$ Thousand) |
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Period |
Items |
2022 |
2021 |
Changes |
% |
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November |
Net sales |
22,545,442 |
19,661,423 |
2,884,019 |
14.67% |
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Year-to-Date |
Net sales |
257,759,255 |
192,731,438 |
65,027,817 |
33.74% |
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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 (Note1) |
0 |
0 |
31,481,040 |
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Note1: On April 28, 2021, the board of directors resolved to lend funds to Wavetek for the amount up to NT$ 500 million. The amount lent to Wavetek expired in July, 2022.
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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 |
13,436,500 |
13,796,622 |
141,664,679 |
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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, October 27, 2021, December 15, 2021, April 27, 2022 and October 26, 2022, the board of directors resolved to provide endorsement to USC(Xiamen)’s syndicated loan from banks for the amount up to US$ 140 million and CNY¥ 2,121 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 |
0 |
0 |
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Fair Value |
0 |
0 |
0 |
0 |
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Net profit (loss) from Fair Value |
0 |
0 |
0 |
0 |
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Written-off Trading |
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Contracts |
0 |
0 |
5,384,967 |
0 |
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Realized profit (loss) |
0 |
0 |
(81,301) |
0 |
Exhibit 99.7
United Microelectronics Corporation
For the month of November, 2022
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, 2022 |
Number of shares as of November 30, 2022 |
Changes |
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Director
Executive Vice President Senior Vice President |
Silicon Integrated Systems Corp. Ming Hsu Lucas S Chang |
285,380,424
4,628,000 1,650,000 |
266,580,424
4,618,000 1,520,000 |
(18,800,000)
(10,000) (130,000) |
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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, 2022 |
Number of shares as of November 30, 2022 |
Changes |
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