United Microelectronics Corp 6-K, filed Jul 7, 2021
United Microelectronics Corp (UMC)
About this 6-K
United Microelectronics Corp filed this 6-K on July 7, 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
July 7, 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: July 7, 2021
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99 | 6K on 07/07/2021 |
3
umc-ex99_6.htm
www.umc.com
Exhibit
Exhibit Description
99.1 Announcement on 2021/07/07: Important Resolutions from UMC’s 2021 Annual General Meeting
99.2 Announcement on 2021/07/07: The Company’s Re-election of directors at 2021 Annual General Meeting
99.3 Announcement on 2021/07/07: Stan Hung is elected as Chairman unanimously by the Board of Directors
99.4 Announcement on 2021/07/07: UMC announces newly appoint members of the 5th term of Audit Committee
99.5 Announcement on 2021/07/07: UMC announces board resolution to appoint members of the 5th term of Remuneration Committee
99.6 Announcement on 2021/07/07: UMC announces board resolution to appoint members of the 3rd term of Nominating Committee
99.7 Announcement on 2021/07/07: The Board of Directors resolved to adjust cash dividend ratio
99.8 Announcement on 2021/07/07: The Company announced the record date for cash dividend
Exhibit 99.1
Important Resolutions from UMC’s 2021 Annual General Meeting
Date of the shareholders meeting: 2021/07/07
Important resolutions (1) Profit distribution/ deficit compensation:
Approved the Company’s 2020 earnings distribution
The 2020 cash distribution to stockholders totaled NT$19,876 million
9,860,715,398 shares were represented at the time of voting
(including 7,335,894,913 shares voted via electronic transmission)
Votes for: 8,640,519,475 votes; 87.63% of the total represented at the time of voting.
Votes against: 21,647,132 votes; 0.22% of the total represented at the time of voting.
Votes invalid: 0 votes; 0.00% of the total represented at the time of voting.
Votes abstained: 1,198,548,791 votes; 12.15% of the total represented at the time of voting.
Important resolutions (2) Amendments to the corporate charter: None
Important resolutions (3) Business report and financial statements:
Approved the Company's 2020 business report and financial statements
9,860,715,398 shares were represented at the time of voting
(including 7,335,894,913 shares voted via electronic transmission)
Votes for: 8,608,900,181 votes; 87.31% of the total represented at the time of voting.
Votes against: 6,322,340 votes; 0.06% of the total represented at the time of voting.
Votes invalid: 0 votes; 0.00% of the total represented at the time of voting.
Votes abstained: 1,245,492,877 votes; 12.63% of the total represented at the time of voting.
- Important resolutions (4) Elections for board of directors and supervisors:
Elect the Company’s 15th term of directors
Stan Hung, 11,235,991,719 votes
Wenyi Chu, 7,203,502,548 votes
Lih J. Chen, 7,271,694,027 votes
Jyuo-Min Shyu, 7,161,088,276 votes
Kuang Si Shiu, 7,102,407,544 votes
Wen-Hsin Hsu, 7,085,674,705 votes
Ting-Yu Lin, 6,820,074,524 votes
SC Chien, Representative of Hsun Chieh Investment Co., Ltd., 6,798,435,461 votes
Jason Wang, Representative of Silicon Integrated Systems Corp., 6,588,559,634 votes
- Important resolutions (5) Any other proposals:
1)Approved the issuance plan of private placement for common shares, DRs, or Euro/Domestic convertible bonds (including secured or unsecured corporate bonds). The amount of shares is proposed to be no more than 10% of total common shares issued plus the total common shares represented by the above equity-type securities which are fully issued.
9,860,715,398 shares were represented at the time of voting
(including 7,335,894,913 shares voted via electronic transmission)
Votes for: 6,349,133,156 votes; 64.39% of the total represented at the time of voting.
Votes against: 2,272,913,864 votes; 23.05% of the total represented at the time of voting.
Votes invalid: 0 votes; 0.00% of the total represented at the time of voting.
Votes abstained: 1,238,668,378 votes; 12.56% of the total represented at the time of voting.
- Any other matters that need to be specified: None
Exhibit 99.2
The Company’s Re-election of directors at 2021 Annual General Meeting
Date of occurrence of the change: 2021/07/07
Elected or changed position (Please enter institutional director, institutional supervisor, independent director, natural-person director or natural-person supervisor):
juristic-person director, independent director, natural-person director
- Title, name and resume of the previous position holder:
Stan Hung, Chairman & CSO, UMC
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Emeritus Professor, National Tsing Hua University, Indepedent Director, Qisda Corporation
Ting-Yu Lin, Chairman, Sunrox International Inc., Director, Unimicron Technology Corp.
Hsun Chieh Investment Co., Ltd. Representative:SC Chien, President, UMC
Silicon Integrated Systems Corp. Representative:Jason Wang, President, UMC
- Title, name and resume of the new position holder:
Stan Hung, Chairman & CSO, UMC
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Emeritus Professor, National Tsing Hua University, Indepedent Director, Qisda Corporation
Kuang Si Shiu, Independent Director, Yuanta Financial Holdings Co., Ltd., Independent Director, Yuanta Commercial Bank Co., Ltd.
Wen-Hsin Hsu, Professor, Department of Accounting, National Taiwan University, Independent Director, Unitech Printed Circuit Board Corp.
Ting-Yu Lin, Chairman, Sunrox International Inc., Director, Unimicron Technology Corp.
Hsun Chieh Investment Co., Ltd. Representative:SC Chien, President, UMC
Silicon Integrated Systems Corp. Representative:Jason Wang, President, UMC
Circumstances of change (Please enter “resignation”, “dismissal”, “term expired”, “death” or “new appointment”): term expired
Reason for the change: Re-election
Number of shares held by the new position holder when elected:
Stan Hung: 49,301,452 shares
Wenyi Chu: 0 shares
Lih J. Chen: 0 shares
Jyuo-Min Shyu: 0 shares
Kuang Si Shiu: 0 shares
Wen-Hsin Hsu: 0 shares
Ting-Yu Lin: 12,547,222 shares
Hsun Chieh Investment Co., Ltd. Representative SC Chien: 441,371,000 shares
Silicon Integrated Systems Corp. Representative Jason Wang: 285,380,424 shares
Original term (from __________ to __________): 2018/06/12~2021/06/11
Effective date of the new appointment: 2021/07/07
Turnover rate of directors of the same term: Not Applicable
Turnover rate of independent directors of the same term: Not Applicable
Turnover rate of supervisors of the same term: Not Applicable
Change in one-third or more of directors (Please enter “Yes” or “No”): No
Any other matters that need to be specified: None
Exhibit 99.3
Stan Hung is elected as Chairman unanimously by the Board of Directors
Date of the board of directors’ resolution or date of occurrence of the change: 2021/07/07
Position (Please enter chairperson or president/general manager): chairperson
Name and resume of the previous position holder:
Stan Hung, Chairman & CSO, UMC
- Name and resume of the new position holder:
Stan Hung, Chairman & CSO, UMC
Circumstances of change (Please enter “resignation”, “dismissal”, “term expired”, “job relocation”, “severance”, “retirement”, “death” or “new appointment”): term expired
Reason for the change: Re-election of the directors at 2021 AGM
Effective date of the new appointment: 2021/07/07
Any other matters that need to be specified: None
Exhibit 99.4
UMC announces newly appoint members of the 5th term of Audit Committee
Date of occurrence of the change: 2021/07/07
Name of the functional committees: Audit Committee
Name and resume of the previous position holder:
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Emeritus Professor, National Tsing Hua University, Indepedent Director, Qisda Corporation
- Name and resume of the new position holder:
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Emeritus Professor, National Tsing Hua University, Indepedent Director, Qisda Corporation
Kuang Si Shiu, Independent Director, Yuanta Financial Holdings Co., Ltd., Independent Director, Yuanta Commercial Bank Co., Ltd.
Wen-Hsin Hsu, Professor, Department of Accounting, National Taiwan University, Independent Director, Unitech Printed Circuit Board Corp.
Circumstances of change (Please enter “resignation”, “dismissal”, “term expired”, “death” or “new appointment”): term expired
Reason for the change: Re-election
Original term (from __________ to __________): 2018/06/12~2021/06/11
Effective date of the new member: 2021/07/07
Any other matters that need to be specified: None
Exhibit 99.5
UMC announces board resolution to appoint members of the 5th term of Remuneration Committee
Date of occurrence of the change: 2021/07/07
Name of the functional committees: Remuneration Committee
Name and resume of the previous position holder:
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Emeritus Professor, National Tsing Hua University, Indepedent Director, Qisda Corporation
- Name and resume of the new position holder:
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Emeritus Professor, National Tsing Hua University, Indepedent Director, Qisda Corporation
Kuang Si Shiu, Independent Director, Yuanta Financial Holdings Co., Ltd., Independent Director, Yuanta Commercial Bank Co., Ltd.
Wen-Hsin Hsu, Professor, Department of Accounting, National Taiwan University, Independent Director, Unitech Printed Circuit Board Corp.
Circumstances of change (Please enter “resignation”, “dismissal”, “term expired”, “death” or “new appointment”): term expired
Reason for the change: Re-election
Original term (from __________ to __________): 2018/06/12~2021/06/11
Effective date of the new member: 2021/07/07
Any other matters that need to be specified: None
Exhibit 99.6
UMC announces board resolution to appoint members of the 3rd term of Nominating Committee
Date of occurrence of the change: 2021/07/07
Name of the functional committees: Nominating Committee
Name and resume of the previous position holder:
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Emeritus Professor, National Tsing Hua University, Indepedent Director, Qisda Corporation
- Name and resume of the new position holder:
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Emeritus Professor, National Tsing Hua University, Indepedent Director, Qisda Corporation
Kuang Si Shiu, Independent Director, Yuanta Financial Holdings Co., Ltd., Independent Director, Yuanta Commercial Bank Co., Ltd.
Wen-Hsin Hsu, Professor, Department of Accounting, National Taiwan University, Independent Director, Unitech Printed Circuit Board Corp.
Circumstances of change (Please enter “resignation”, “dismissal”, “term expired”, “death” or “new appointment”): term expired
Reason for the change: Re-election
Original term (from __________ to __________): 2018/06/12~2021/06/11
Effective date of the new member: 2021/07/07
Any other matters that need to be specified: None
Exhibit 99.7
The Board of Directors resolved to adjust cash dividend ratio
Date of the resolution of the board of directors or shareholders meeting: 2021/07/07
Type and monetary amount of original dividend distribution:
Cash dividend NTD$19,875,842,389, each common share is entitled to receive NTD$1.60
- Type and monetary amount of dividend distribution after the change:
Cash dividend NTD$19,875,842,389, each common share is entitled to receive NTD$1.59988820
- Reason for the change:
Due to the cancellation and issuance of RSA, the number of outstanding common shares changed accordingly, resulting in the adjustment of cash dividend ratio.
- Any other matters that need to be specified: None
Exhibit 99.8
The Company announced the record date for cash dividend
Date of the resolution by the board of directors or shareholders meeting or decision by the Company: 2021/07/07
Type of ex-rights or ex-dividend (please enter: “Ex-rights”, “Ex-dividend”, or “Ex-rights and dividend”): Ex-dividend
Type and monetary amount of dividend distribution:
Cash dividend NTD$19,875,842,389, each common share is entitled to receive NTD$1.59988820
Ex-rights (ex-dividend) trading date: 2021/07/22
Last date before book closure: 2021/07/25
Book closure starting date: 2021/07/26
Book closure ending date: 2021/07/30
Ex-rights (ex-dividend) record date: 2021/07/30
Any other matters that need to be specified: Cash dividend for common shares is estimated to be paid on 2021/08/13