POST-EFFECTIVE AMENDMENT NO.1 TO FORM F-6

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PlBsjNPCbRGw9dawQrx8LizjAvu4XjlXrl9XUklqJNHCKqbC9ypD27retOwFkjqj fSUj9y3P+ZPvSK5Z4KyeYg== 0001193125-06-043577.txt : 20060302 0001193125-06-043577.hdr.sgml : 20060302 20060302122802 ACCESSION NUMBER: 0001193125-06-043577 CONFORMED SUBMISSION TYPE: F-6 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060302 EFFECTIVENESS DATE: 20060302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MICROELECTRONICS CORP CENTRAL INDEX KEY: 0001033767 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-6 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-98591 FILM NUMBER: 06658695 BUSINESS ADDRESS: STREET 1: 993 HIGHLAND CIRCLE CITY: LOS ALTOS STATE: CA ZIP: 94024 BUSINESS PHONE: 0118863577 MAIL ADDRESS: STREET 1: 993 HIGHLAND CIRCLE CITY: LOS ALTOS STATE: CA ZIP: 94024 F-6 POS 1 df6pos.htm POST-EFFECTIVE AMENDMENT NO.1 TO FORM F-6 POST-EFFECTIVE AMENDMENT NO.1 TO FORM F-6

As filed with the Securities and Exchange Commission on March 2, 2006

Registration No. 333-98591

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

(Exact name of Registrar as Specified in its Articles of Incorporation)

UNITED MICROELECTRONICS CORPORATION

(Translation of issuer’s name into English)

Taiwan, Republic of China

(Jurisdiction of incorporation or organization of issuer)

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

388 Greenwich Street

New York, New York 10013

(212) 816-6763

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Peter Courture

Law +, P.C.

978 Highlands Circle

Los Altos, CA 94024

(650) 968-8855

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Chris K.H. Lin, Esq.

Simpson Thacher & Bartlett LLP

ICBC Tower, 7th Floor

3 Garden Road

Central, Hong Kong

852-2514-7600

Herman H. Raspé, Esq.

Patterson, Belknap, Webb & Tyler LLP

1133 Avenue of the Americas

New York, New York 10036

(212) 336-2000

It is proposed that this filing become effective under Rule 466: (check the appropriate box)

immediately upon filing.

on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box : ¨

This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(ii) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and incorporated herein by reference.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED


Item Number and Caption		Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1. Name of Depositary and address of its principal executive office		Face of Receipt - Introductory paragraph and final sentence on face.

2. Title of Receipts and identity of deposited securities		Face of Receipt - top center and introductory paragraph.

Terms of Deposit:

(i) The amount of deposited securities represented by one unit of American depositary receipts		Face of Receipt - upper right corner and introductory paragraph.

(ii) Any procedure for voting the deposited securities		Reverse of Receipt – Paragraph (17).

(iii) The procedure for collecting and distributing dividends		Face of Receipt – Paragraphs (4) and (7); Reverse of Receipt - Paragraph (14) and (16).

(iv) The procedure for transmitting notices, reports and proxy soliciting material		Face of Receipt - Paragraph (13).

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Item Number and Caption		Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
(v) The sale or exercise of rights		Face of Receipt - Paragraphs (4) and (7); Reverse of Receipt - Paragraphs (14) and (16).

(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (3) and (7); Reverse of Receipt - Paragraphs (14) and (18).

(vii) Amendment, extension or termination the deposit agreement		Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).

(viii) The rights that holders of American depositary receipts have to inspect the books of the Depositary and the list of receipt holders		Face of Receipt - Paragraph (13).

(ix) Any restrictions upon the right to transfer or withdraw the underlying securities		Face of Receipt - Paragraphs (1), (2), (8) and (9).

(x) Any limitation on the depositary’s liability		Reverse of Receipt - Paragraphs (18) and (20).

3. Fees and charges which may be imposed directly or indirectly on holders of Receipts		Face of Receipt - Paragraph (10).

Item 2. AVAILABLE INFORMATION

United Microelectronics Corporation (the “Company”) is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, will file certain reports with the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s website (www.sec.gov), and can be inspected by holders of ADSs and copied at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549, and at the principal executive office of the Depositary.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(i) Deposit Agreement, dated as of September 21, 2000, by and among the United Microelectronics Corporation (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder (“Deposit Agreement”).*

(a)(ii) Form of Amendment No. 1 to Deposit Agreement, by and among the Company, the Depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder. — Filed herewith as Exhibit (a)(ii).

(b)(i) Letter Agreement, dated as of December 12, 2001, by and between the Company and the Depositary supplementing the Deposit Agreement for the sole purpose of accommodating the issuance of Restricted American Depositary Shares. — Filed herewith as Exhibit (b)(i).

(b)(ii) Letter Agreement, dated as of August 19, 2003, by and among the Company, Teco Electric & Machinery Co., Ltd. (“Teco”) and the Depositary supplementing the Deposit Agreement for the sole purpose of accommodating the issuance of American Depositary Shares upon deposit of Shares by Teco upon the exchange of Zero Coupon Exchangeable Bonds due 2008 in accordance with the terms and conditions of (i) the Indenture, dated as of July 29, 2003, by and between Teco and the Bank of New York as trustee (the “Trustee”) and (ii) the Agency Agreement, dated as of July 29, 2003, by and among Teco, the Trustee, the exchange agents, the paying agents, the transfer agents and the registrar named therein. — Filed herewith as Exhibit (b)(ii).

(b)(iii) Letter Agreement, dated as of October 5, 2005, by and between the Company and the Depositary for the purpose of (i) supplementing the Deposit Agreement by accommodating the issuance of American Depositary Shares upon the deposit of Shares by the Company in connection with the conversion of Zero Coupon Convertible Bonds due 2008 in accordance with the terms and conditions of the Indenture, dated as of October 5, 2005, by and between the Company and the Depositary, in its capacity as indenture trustee (the “Trustee”), and the Paying Conversion Agency Agreement, dated as of October 5, 2005, by and among the Company, the Trustee, the conversion agents, the paying agents and the transfer agents named therein and (ii) supplementing the Deposit Agreement by imposing certain certifications related to the issuance and transfer of the American Depositary Shares on each holder of Bonds convertible at the option of such holder during the period in which the transfer of the Bonds (and consequently the transfer of American Depositary Shares issued upon the conversion of the Bonds) is restricted. — Filed herewith as Exhibit (b)(iii).

*	Previously filed and incorporated by reference to the Registration Statement on Form F-6 (Reg. No. 333-98591), filed with the Commission on August 16, 2002.

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(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three (3) years. — None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered.*

(e) Certification under Rule 466. — None.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. — As set forth on the signature pages hereto.

*	Previously filed and incorporated by reference to the Registration Statement on Form F-6 (Reg. No. 333-98591), filed with the Commission on August 16, 2002.

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Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty (30) days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, to be amended by Amendment No. 1 to Deposit Agreement, by and among United Microelectronics Corporation, Citibank, N.A., as depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this second day of March, 2006.


Legal entity created by the Deposit Agreement, as amended, for the issuance of American Depositary Receipts evidencing American Depositary Shares issued thereunder, each American Depositary Share representing five (5) Common Shares, par value NT $10.00 per share, of United Microelectronics Corporation.

CITIBANK, N.A., solely in its capacity as Depositary

By:		/s/ Paul Martin
Name:		Paul Martin
Title:		Vice President

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, United Microelectronics Corporation certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Taipei, Taiwan on this second day of March, 2006.


UNITED MICROELECTRONICS CORPORATION

By:		/s/ Jackson Hu
Name:		Jackson Hu
Title:		Chairman of the Board of Directors

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jackson Hu and Chitung Liu and each of them, to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on March 2, 2006.


Signature		Title

/s/ Jackson Hu Jackson Hu		Chairman, Director (Representative of Chuin Li Investment Co.) and Chief Executive Officer

/s/ Peter Chang Peter Chang		Vice Chairman and Managing Director (Representative of Hsun Chieh Investment Co.)

/s/ Hong-Jen Wu Hong-Jen Wu		Director (Representative of Silicon Integrated Systems Corporation)

/s/ Ching-Chang Wen Ching-Chang Wen		Director (Representative of Shieh Li Investment Co.)

/s/ Jack K.C. Wang Jack K.C. Wang		Director

/s/ Mao-Chung Lin Mao-Chung Lin		Director

/s/ Paul S.C. Hsu Paul S.C. Hsu		Director

/s/ Chitung Liu Chitung Liu		Chief Financial Officer

/s/ Wei-Chung Lian Wei-Chung Lian		Accounting Division Director

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF

UNITED MICROELECTRONICS CORPORATION

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of United Microelectronics Corporation, has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 on the second day of March, 2006.


LAW +, P.C.

By:		/s/ Peter J. Courture
Name:		Peter J. Courture

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Index to Exhibits


Exhibit	Document	Sequentially Numbered Page

(a)(ii)	Form of Amendment No. 1 to Deposit Agreement

(b)(i)	Letter Agreement, dated as of December 12, 2001

(b)(ii)	Letter Agreement, dated as of August 19, 2003

(b)(iii)	Letter Agreement, dated as of October 5, 2005

EX-99.(A)(II) 2 dex99aii.htm FORM OF AMENDMENT NO. 1 TO DEPOSIT AGREEMENT Form of Amendment No. 1 to Deposit Agreement

Exhibit (a)(ii)

UNITED MICROELECTRONICS CORPORATION

AND

CITIBANK, N.A.,

As Depositary,

AND

THE HOLDERS AND BENEFICIAL OWNERS

OF AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS ISSUED UNDER THE

DEPOSIT AGREEMENT, DATED AS OF SEPTEMBER 21, 2000

Amendment No. 1

Deposit Agreement

Dated as of March , 2006

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, dated as of March , 2006 (this “Amendment”), by and among United Microelectronics Corp., a company organized and existing under the laws of the Republic of China (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued under the Deposit Agreement, dated as of September 21, 2000, as amended from time to time.

WITNESSETH THAT:

WHEREAS, the Company and the Depositary entered into that certain Deposit Agreement, dated as of September 21, 2000, as supplemented by a letter agreement by and between the Company and the Depositary dated as of December 12, 2001, as further supplemented by a letter agreement dated as of August 19, 2003, by and among the Company, Teco Electric & Machinery Co. Ltd and the Depositary, and as further supplemented by a letter agreement dated as of October 5, 2005 by and between the Company and the Depositary, (such deposit agreement as so supplemented, the “Deposit Agreement”), for the creation of American Depositary Shares representing the Shares (as defined in the Deposit Agreement) so deposited and for the execution and delivery of American Depositary Receipts (“Receipts”) in respect of the American Depositary Shares (“ADSs”); and

WHEREAS, the Company Law of the Republic of China (“ROC Company Law”) has been amended to permit certain shareholders of the Company to make proposals to be considered at the annual ordinary meeting of the Company’s shareholders and the Company desires to amend the Deposit Agreement to reflect such change and to permit Beneficial

Owners of ADSs, subject to the conditions set forth herein, to instruct the Depositary to make a proposal for consideration at the annual ordinary meeting of the Company’s shareholders; and

WHEREAS, pursuant to Section 6.1 of the Deposit Agreement, the Company and the Depositary deem it desirable to amend the Deposit Agreement, the Receipts currently outstanding and the form of Receipt annexed to the Deposit Agreement as Exhibit A for the purposes set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement, the Receipts and the form of Receipt attached as Exhibit A to the Deposit Agreement as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. Unless otherwise specified in this Amendment, all capitalized terms used, but not otherwise defined, herein shall have the meanings given to such terms in the Deposit Agreement.

SECTION 1.02. Effective Date. The term “Effective Date” shall mean the date set forth above and as of which this Amendment shall become effective.

ARTICLE II

AMENDMENTS TO DEPOSIT AGREEMENT

SECTION 2.01. Deposit Agreement. All references in the Deposit Agreement to the term “Deposit Agreement” shall, as of the Effective Date, refer to the Deposit Agreement, as amended by this Amendment.

SECTION 2.02. Principal Office. The definition of “Principal Office” in Section 1.28 of the Deposit Agreement is, as of the Effective Date, deleted in its entirety and in its stead the following is inserted:

“SECTION 1.28 “Principal Office”, when used with respect to the Depositary, shall mean the principal office of the Depositary at which at any particular time its depositary receipts business shall be administered, which, at the date of the Deposit Agreement, is located at 388 Greenwich Street, New York, New York 10013, U.S.A.”

SECTION 2.03. Submission of Proposals. The Deposit Agreement is hereby amended, as of the Effective Date, to add the following Section 4.15 at the end of Article IV of the Deposit Agreement:

“Section 4.15 Right to Submit Proposals at Annual Ordinary Meeting of Shareholders.

(a) Proposals by Shareholders.

The Company has informed the Depositary that under ROC Company Law, as in effect as of the date of the Deposit Agreement, holders of one percent (1%) or more of the total issued and outstanding Shares (including the treasury Shares) of the Company as of the applicable record date for determining holders of Shares with the right to vote at an annual ordinary meeting of the Company’s shareholders (the “Shareholder Proposal Record Date”), are entitled to submit one (1) written proposal (the “Proposal”) each year for consideration at the annual ordinary meeting of the Company’s shareholders, provided that: (i) the Proposal is in the traditional Chinese language and does not exceed 300 traditional Chinese characters (including the reason(s) for the Proposal, all accompanying supporting statements and all punctuation marks) in length, (ii) the Proposal is submitted to the Company during the period for submission of Proposals (the “Submission Period”) announced by the Company (it being agreed by the Company that the Company shall announce publicly each year the Submission Period and the place for eligible shareholders to submit the Proposal in a report on Form 6-K submitted to the Commission prior to the commencement of the 60 days closed period prior to the annual ordinary meeting of the Company’s shareholders), (iii) only one (1) matter for consideration at the annual ordinary meeting of the Company’s shareholders shall be allowed in each Proposal, and (iv) the proposing shareholder shall attend, in person or by a proxy, such annual ordinary meeting of the Company’s shareholders whereat his or her or its Proposal is to be discussed in the Chinese language and such proposing shareholder, or his or her or its proxy, shall take part in the discussion of such Proposal in the Chinese language. For the avoidance of doubt, shareholders shall have no right to nominate candidates for election as directors at a meeting of the Company’s shareholders pursuant to the Articles of Incorporation of the Company, as in effect on the date hereof. As the holder of the Deposited Securities, the Depositary or its nominee is entitled, provided the conditions of ROC law are satisfied, to submit only one (1) Proposal each year in respect of all of the Shares held on deposit as of the applicable Shareholder Proposal Record Date. Holders and Beneficial Owners of ADSs do not under ROC law have individual rights to submit Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders but may be able to submit Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders if the Beneficial Owners (i) timely present their ADSs to the Depositary for cancellation pursuant to the terms of the Deposit Agreement and become holders of Shares in the ROC prior to the expiration of the Submission Period and prior to the applicable Shareholder Proposal Record Date, and (ii) otherwise satisfy the conditions of ROC law

applicable to the submission of Proposals to the Company for consideration at an annual ordinary meeting of the Company’s shareholders. Beneficial Owners of ADSs may not receive sufficient advance notice of an annual ordinary meeting of the Company’s shareholders to enable the timely withdrawal of Shares to make a Proposal to the Company and may not be able to re-deposit under the Deposit Agreement the Shares so withdrawn. The Company has informed the Depositary that a Proposal shall only be voted upon at the annual ordinary meeting of the Company’s shareholders if the Proposal is accepted by the board of directors of the Company as eligible in accordance with Article 172-1 of the ROC Company Law and the Company’s Articles of Incorporation for consideration at an annual ordinary meeting of the Company’s shareholders. In addition, the Company has no obligation to give notice of noncompliance and/or opportunity to cure for any Proposal which fails to satisfy the requirements and conditions of the ROC laws.

(b) Single Proposal by Depositary or its Nominee on behalf of Beneficial Owners.

Holders and Beneficial Owners of ADSs do not have individual proposal rights. The Depositary will, if so requested by Beneficial Owner(s) as of the applicable ADS Record Date that own(s), individually or as a group, at least 51% of the ADSs outstanding as of the applicable ADS Record Date (such Beneficial Owner(s), the “Submitting Holder(s)”), submit to the Company for consideration at the annual ordinary meeting of the Company’s shareholders one (1) Proposal each year, provided that: (i) the Proposal submitted to the Depositary by the Submitting Holder(s) is in the traditional Chinese language or in English along with traditional Chinese translation and does not exceed 300 traditional Chinese characters (including the reason(s) for the Proposal, all accompanying supporting statements, and all punctuation marks) in length and in the case of English proposal, the length and the content of the proposal shall be determined based on the Chinese translation, (ii) the Proposal is submitted to the Depositary by the Submitting Holder(s) at least two (2) Business Days prior to the expiration of the Submission Period, (iii) the Proposal is accompanied by a written certificate signed by each Submitting Holder, addressed to the Depositary and the Company and in a form satisfactory to the Depositary and the Company (the “First Proposal Certificate”), certifying, inter alia, (w) that each Submitting Holder has only certified the said Proposal, (x) that the Submitting Holder(s) own(s), individually or in the aggregate, at least 51% of the ADSs outstanding as of the date the Proposal is submitted by the Submitting Holder(s) to the Depositary (the “Proposal Submission Date”), (y) if the Proposal Submission Date is (i) on or after the applicable ADS Record Date, that the Submitting Holder(s) owned at least 51% of the ADSs outstanding as of the applicable ADS Record Date, and (ii) prior to the applicable ADS Record Date, that the Submitting Holder(s) will continue to own at least 51% of the ADSs outstanding as of the applicable ADS Record Date and will provide the Second Proposal Certificate, as defined below, and (z) the name(s) and address(es) of the Submitting Holder(s) and the number of ADSs owned by each Submitting Holder (together with certified evidence of each Submitting

Holder’s ownership of the applicable ADSs as of the Proposal Submission Date, in the case of (y)(ii) above, and the applicable ADS Record Date, in the case of (y)(i) above), (iv) if the Proposal Submission Date is prior to the applicable ADS Record Date, the Submitting Holder(s) must also provide, within five (5) Business Days after the applicable ADS Record Date, a second written certificate signed by each Submitting Holder, addressed to the Depositary and the Company and in a form satisfactory to the Depositary and the Company (the “Second Proposal Certificate”), certifying, inter alia, that the Submitting Holder(s) continued to own at least 51% of the ADSs outstanding as of the applicable ADS Record Date (together with certified evidence of each Submitting Holder’s ownership of the applicable ADSs as of such applicable ADS Record Date), (v) the Proposal is accompanied by a joint and several irrevocable undertaking of all Submitting Holders (which undertaking may be contained in the First Proposal Certificate or the Second Proposal Certificate) that each such Submitting Holder shall pay all fees and expenses incurred in relation to the submission of the Proposal for voting at the annual ordinary meeting of the Company’s shareholders (including, but not limited to, the costs and expenses of the Submitting Holder(s), or his, her, its or their representative, to attend the annual ordinary meeting of the Company’s shareholders), (vi) the Shares registered in the name of the Depositary or its nominee as representative of the Holders and Beneficial Owners constitute one percent (1%) or more of the total issued and outstanding Shares (including the treasury Shares) of the Company as of the Shareholder Proposal Record Date, (vii) such Proposal contains only one (1) matter for consideration at the annual ordinary meeting of the Company’s shareholders, and (viii) the Submitting Holder(s), or his, her, its or their representative, attend(s) the annual ordinary meeting of the Company’s shareholders and take(s) part in the discussions of the Proposal in the Chinese language, provided further that only one (1) individual may attend and take part in the discussion of the Proposal at such annual ordinary meeting on behalf of all Submitting Holders. Each Beneficial Owner hereby agrees and acknowledges that (i) if the Submitting Holder(s), or his, her, its or their representative, does not attend the annual ordinary meeting of the Company’s shareholders, the chairman of such meeting may ask the attending shareholders to discuss the Proposal, and (ii) in no event shall the Submitting Holder(s), or his, her, its or their representative’s, presence at an annual ordinary meeting of the Company’s shareholders entitle such Submitting Holder(s), or his, her, its or their representative, to vote the Shares represented by such Submitting Holder’s ADSs (or any other ADSs) or to vote the Shares represented by all the outstanding ADSs at such annual ordinary meeting of the Company’s shareholders.

the expiration of such five (5) Business Day period. In the event the Depositary receives more than one (1) Proposal by a Submitting Holder, or a group of Submitting Holders, each of which appears to satisfy the requirements set forth in the immediately preceding paragraph, the Depositary is hereby authorized and instructed to disregard all Proposals, except for the first Proposal, received by the Depositary from such Submitting Holder(s) and shall submit only the first of such Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders in accordance with the terms hereof. The Depositary shall not have any obligation to verify the accuracy of the information contained in any document submitted to it by the Submitting Holder(s). Neither the Depositary nor its nominee shall be obligated to attend and speak at the annual ordinary meeting of the Company’s shareholders on behalf of the Submitting Holder(s). The Proposal submitted by the Depositary is still subject to review by the board of directors of the Company and there is no assurance that the Proposal will be accepted by the board of directors and will be included in the agenda of the ordinary shareholders’ meeting. In addition, if the Company determines that, at the discretion of the Company, the Proposal submitted by the Depositary does not qualify, the Company has no obligation to notify the Depositary or to allow the Depositary to modify such Proposal.

Notwithstanding anything contained in the Deposit Agreement or any ADR and except that the Depositary shall arrange, at the request of the Company and at the Company’s expense, for the mailing to Holders of copies of materials that the Company has made available to the Depositary for such purpose, the Depositary shall not be obligated to provide to the Holders or Beneficial Owners of ADSs any notices relating to the proposal rights, including, without limitation, notice of the Submission Period, or the receipt of any Proposal(s) from Submitting Holders, or of the holdings of any ADSs by any persons.”

ARTICLE III

AMENDMENTS TO THE RECEIPTS

SECTION 3.01. Amendments to Receipts.

(a) The last sentence of the introductory paragraph of the form of Receipt attached as Exhibit A to the Deposit Agreement and of each of the Receipts issued and outstanding under the Deposit Agreement as of the Effective Date is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead: “The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.”

(b) The address of the Principal Office of the Depositary identified on the bottom of the front page of the Receipt attached as Exhibit A to the Deposit Agreement and of each of the Receipts issued and outstanding under the Deposit Agreement as of the Effective Date is hereby amended as of the Effective Date by identifying such address as “388 Greenwich Street, New York, New York 10013, U.S.A.”

(c) The first sentence of paragraph (1) of the Form of Receipt attached as Exhibit A to the Deposit Agreement and of each of the Receipts is issued and outstanding under the terms of the Deposit Agreement as of the Effective Date is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead:

“This American Depositary Receipt is one of an issue of American Depositary Receipts (“Receipts”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of September 21, 2000, as supplemented by a letter agreement by and between the Company and the Depositary dated as of December 12, 2001, as further supplemented by a letter agreement dated as of August 19, 2003, by and among the Company, Teco Electric & Machinery Co. Ltd and the Depositary, and as further supplemented by a letter agreement dated as of October 5, 2005 by and between the Company and the Depositary, and as further amended by Amendment No. 1 to Deposit Agreement, dated as of , 2006 (such deposit agreement as so supplemented and amended and further amended from time to time, the “Deposit Agreement”), by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Shares (“ADSs”) evidenced by Receipts issued thereunder, each of whom by accepting an ADS (or an interest therein) agrees to become a party thereto and becomes bound by all the terms and provisions thereof.”

SECTION 3.02. Addition to Receipts.

Each of the Receipts issued and outstanding as of the Effective Date and the form of Receipt attached as Exhibit A to the Deposit Agreement is hereby amended as of the Effective Date to add the following Paragraph (26) at the end of the Receipt:

“(26) Right to Submit Proposals at Annual Ordinary Meeting of Shareholders.

(a) Proposals by Shareholders.

The Company has informed the Depositary that under ROC Company Law, as in effect as of the date of the Deposit Agreement, holders of one percent (1%) or more of the total issued and outstanding Shares (including the treasury Shares) of the Company as of the applicable record date for determining holders of Shares with the right to vote at an annual ordinary meeting of the Company’s shareholders (the “Shareholder Proposal Record Date”), are entitled to submit one (1) written proposal (the “Proposal”) each year for consideration at the annual ordinary meeting of the Company’s shareholders, provided that: (i) the Proposal is in the traditional Chinese language and does not exceed 300 Chinese characters (including the reason(s) for the Proposal, all accompanying supporting statements and all punctuation marks) in length, (ii) the Proposal is submitted to the Company during the period for submission of Proposals (the “Submission Period”) announced by the Company (it being agreed by the Company that the Company shall announce publicly each year the Submission Period and the place for eligible shareholders to submit the Proposal in a report on Form 6-K submitted to the Commission prior to the commencement of the 60 days closed period prior to the annual ordinary meeting of the Company’s shareholders), (iii) only one (1) matter for consideration at the annual ordinary meeting of the Company’s shareholders shall be allowed in each Proposal, and (iv) the proposing shareholder shall attend, in person or by a proxy, such annual ordinary meeting of the Company’s shareholders whereat his or her or its Proposal is to be discussed in the Chinese language and such proposing shareholder, or his or her or its proxy, shall take part in the discussion of such Proposal in the Chinese language. For the avoidance of doubt, shareholders shall have no right to nominate candidates for election as directors at a meeting of the Company’s shareholders pursuant to the Articles of Incorporation of the Company, as in effect on the date hereof. As the holder of the Deposited Securities, the Depositary or its nominee is entitled, provided the conditions of ROC law are satisfied, to submit only one (1) Proposal each year in respect of all of the Shares held on deposit as of the applicable Shareholder Proposal Record Date. Holders and Beneficial Owners of ADSs do not under ROC law have individual rights to submit Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders but may be able to submit Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders if the Beneficial Owners (i) timely present their ADSs to the Depositary for cancellation pursuant to the terms of the Deposit Agreement and become holders of Shares in the ROC prior to the expiration of the Submission Period and prior to the applicable Shareholder Proposal Record Date, and (ii) otherwise satisfy the conditions of ROC law applicable to the submission of Proposals to the Company for consideration at an annual ordinary meeting of the Company’s shareholders. Beneficial Owners of ADSs may not receive sufficient advance notice of an annual ordinary meeting of the Company’s shareholders to enable the timely withdrawal of Shares to make a Proposal to the Company and may not be able

to re-deposit under the Deposit Agreement the Shares so withdrawn. The Company has informed the Depositary that a Proposal shall only be voted upon at the annual ordinary meeting of the Company’s shareholders if the Proposal is accepted by the board of directors of the Company as eligible in accordance with Article 172-1 of the ROC Company Law and the Company’s Articles of Incorporation for consideration at an annual ordinary meeting of the Company’s shareholders. In addition, the Company has no obligation to give notice of noncompliance and/or opportunity to cure for any Proposal which fails to satisfy the requirements and conditions of the ROC laws.

(b) Single Proposal by Depositary or its Nominee on behalf of Beneficial Owners.

Holders and Beneficial Owners of ADSs do not have individual proposal rights. The Depositary will, if so requested by (a) Beneficial Owner(s) as of the applicable ADS Record Date that own(s), individually or as a group, at least 51% of the ADSs outstanding as of the applicable ADS Record Date (such Beneficial Owner(s), the “Submitting Holder(s)”), submit to the Company for consideration at the annual ordinary meeting of the Company’s shareholders one (1) Proposal each year, provided that: (i) the Proposal submitted to the Depositary by the Submitting Holder(s) is in the traditional Chinese language or in English language along with traditional Chinese translation and does not exceed 300 traditional Chinese characters (including the reason(s) for the Proposal, all accompanying supporting statements, and all punctuation marks) in length and in the case of English proposal, the length and the content of the proposal shall be determined based on the Chinese translation, (ii) the Proposal is submitted to the Depositary by the Submitting Holder(s) at least two (2) Business Days prior to the expiration of the Submission Period, (iii) the Proposal is accompanied by a written certificate signed by each Submitting Holder, addressed to the Depositary and the Company and in a form satisfactory to the Depositary and the Company (the “First Proposal Certificate”), certifying, inter alia, (w) that each Submitting Holder has only certified the said Proposal, (x) that the Submitting Holder(s) own(s), individually or in the aggregate, at least 51% of the ADSs outstanding as of the date the Proposal is submitted by the Submitting Holder(s) to the Depositary (the “Proposal Submission Date”), (y) if the Proposal Submission Date is (i) on or after the applicable ADS Record Date, that the Submitting Holder(s) owned at least 51% of the ADSs outstanding as of the applicable ADS Record Date, and (ii) prior to the applicable ADS Record Date, that the Submitting Holder(s) will continue to own at least 51% of the ADSs outstanding as of the applicable ADS Record Date and will provide the Second Proposal Certificate, as defined below, and (z) the name(s) and address(es) of the Submitting Holder(s) and the number of ADSs owned by each Submitting Holder (together with certified evidence of each Submitting Holder’s ownership of the applicable ADSs as of the Proposal Submission Date, in the case of (y)(ii) above, and the applicable ADS Record Date, in the case of (y)(i) above)), (iv) if the Proposal Submission Date is prior to the applicable ADS Record Date, the Submitting Holder(s) must also provide, within five (5) Business Days after the applicable ADS Record Date,

a second written certificate signed by each Submitting Holder, addressed to the Depositary and the Company and in a form satisfactory to the Depositary and the Company (the “Second Proposal Certificate”), certifying, inter alia, that the Submitting Holder(s) continued to own at least 51% of the ADSs outstanding as of the applicable ADS Record Date (together with certified evidence of each Submitting Holder’s ownership of the applicable ADSs as of such applicable ADS Record Date), (v) the Proposal is accompanied by a joint and several irrevocable undertaking of all Submitting Holders (which undertaking may be contained in the First Proposal Certificate or the Second Proposal Certificate) that each such Submitting Holder shall pay all fees and expenses incurred in relation to the submission of the Proposal for voting at the annual ordinary meeting of the Company’s shareholders (including, but not limited to, the costs and expenses of the Submitting Holder(s), or his, her, its or their representative, to attend the annual ordinary meeting of the Company’s shareholders), (vi) the Shares registered in the name of the Depositary or its nominee as representative of the Holders and Beneficial Owners constitute one percent (1%) or more of the total issued and outstanding Shares (including the treasury Shares) of the Company as of the Shareholder Proposal Record Date, (vii) such Proposal contains only one (1) matter for consideration at the annual ordinary meeting of the Company’s shareholders, and (viii) the Submitting Holder(s), or his, her, its or their representative, attend(s) the annual ordinary meeting of the Company’s shareholders and take(s) part in the discussions of the Proposal in the Chinese language, provided further that only one (1) individual may attend and take part in the discussion of the Proposal at such annual ordinary meeting on behalf of all Submitting Holders. Each Beneficial Owner hereby agrees and acknowledges that (i) if the Submitting Holder(s), or his, her, its or their representative, does not attend the annual ordinary meeting of the Company’s shareholders, the chairman of such meeting may ask the attending shareholders to discuss the Proposal, and (ii) in no event shall a Submitting Holder’s, or his, her, its or their representative’s, presence at an annual ordinary meeting of the Company’s shareholders entitle such Submitting Holder(s), or his, her, its or their representative, to vote the Shares represented by such Submitting Holder’s ADSs (or any other ADSs) or to vote the Shares represented by all the outstanding ADSs at such annual ordinary meeting of the Company’s shareholders.

is hereby authorized and instructed to disregard all Proposals, except for the first Proposal, received by the Depositary from such Submitting Holder(s) and shall submit only the first of such Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders in accordance with the terms of the Deposit Agreement. The Depositary shall not have any obligation to verify the accuracy of the information contained in any document submitted to it by the Submitting Holder(s). Neither the Depositary nor its nominee shall be obligated to attend and speak at the annual ordinary meeting of the Company’s shareholders on behalf of the Submitting Holder(s). The Proposal submitted by the Depositary is still subject to review by the board of directors of the Company and there is no assurance that the Proposal will be accepted by the board of directors and will be included in the agenda of the ordinary shareholders’ meeting. In addition, if the Company determines that, at the discretion of the Company, the Proposal submitted by the Depositary does not qualify, the Company has no obligation to notify the Depositary or to allow the Depositary to modify such Proposal.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties.

The Company represents and warrants to, and agrees with, the Depositary and the Holders and Beneficial Owners, that:

(a) This Amendment, when executed and delivered by the Company, and the Deposit Agreement and all other documentation executed and delivered by the Company in connection therewith, will be and have been, respectively, duly and validly authorized, executed and delivered by the Company, and constitute the legal, valid and binding

obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(b) In order to ensure the legality, validity, enforceability or admissibility into evidence of this Amendment or the Deposit Agreement as amended hereby, and other document furnished hereunder or thereunder in the Republic of China, neither of such agreements need to be filed or recorded with any court or other authority in the Republic of China, except for filing this Amendment with the Financial Supervisory Commission, nor does any stamp or similar tax need be paid in the Republic of China on or in respect of such agreements; and

(c) None of the terms of this Amendment violate or conflict with, nor does the execution and delivery of this Amendment, the filing of the related Post-Effective Amendment No. 1 to the Registation Statement on Form F-6 or the consummation of the transactions contemplated therein violate or conflict with any agreement to which the Company is a party or by which the Company is bound; and

(d) All of the information provided to the Depositary by the Company in connection with this Amendment is true, accurate and correct in all material aspects.

ARTICLE V

MISCELLANEOUS

SECTION 5.01. New Receipts.

From and after the Effective Date, the Depositary shall arrange to have new Receipts printed or amended that reflect the changes to the form of Receipt effected by this Amendment. All Receipts issued hereunder after the Effective Date, once such new Receipts are available, whether upon the deposit of Shares or other Deposited Securities or upon the

transfer, combination or split-up of existing Receipts, shall be substantially in the form of the specimen Receipt attached as Exhibit A hereto. However, Receipts issued prior or subsequent to the date hereof, which do not reflect the changes to the form of Receipt effected hereby, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reason under the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing.

SECTION 5.02. Notice of Amendment to Holders .

The Depositary is hereby directed to send notices informing the Holders (i) of the terms of this Amendment, (ii) of the Effective Date of this Amendment, and (iii) that the Holders shall be given the opportunity, but that it is unnecessary, to substitute their Receipts with new Receipts reflecting the changes effected by this Amendment, as provided in Section 5.01 hereof.

SECTION 5.03. Indemnification.

The Company hereby agrees that, to the extent the Depositary (or any of its directors, employees and officers) incur any liability as a result of compliance with the terms of this Amendment and of consummation of the transactions contemplated herein, the Depositary (and all of its directors, employees and officers) shall be indemnified and held harmless by the Company in the manner provided for in Section 5.8 of the Deposit Agreement.

IN WITNESS WHEREOF, the Company and the Depositary have caused this Amendment to be executed by representatives thereunto duly authorized as of the date set forth above.



UNITED MICROELECTRONICS CORPORATION

By:
Name:		Chitung Liu
Title:		CFO

CITIBANK, N.A., as Depositary

By:
Name:		Paul Martin
Title:		Vice President

EXHIBIT A

FORM OF RECEIPT

Number

CUSIP NUMBER: 910873 20 7

American Depositary Shares (each

American Depositary Share

representing five Fully Paid common

shares each par value NT$10 per

share)

AMERICAN DEPOSITARY RECEIPT

FOR

AMERICAN DEPOSITARY SHARES

Representing

DEPOSITED FULLY PAID COMMON SHARES

UNITED MICROELECTRONICS CORPORATION

(Incorporated under the laws of the Republic of China (the “ROC”))

CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that CEDE & CO., as nominee of THE DEPOSITORY TRUST COMPANY (hereinafter (“DTC”) is the record owner of American Depositary Shares (hereinafter each an “ADS”), representing deposited common shares, each of par value of NT$10, including evidence of rights to receive such common shares (the “Shares”) of United Microelectronics Corporation, a corporation incorporated under the laws of the ROC (the “Company”). As of the date of the Deposit Agreement (as hereinafter defined), each ADS represents five Shares deposited under the Deposit Agreement with the Custodian, which at the date of execution of the Deposit Agreement is Citibank, N.A., Taipei Branch, (the “Custodian”). The ratio of American Depositary Shares to Shares is subject to amendment as provided in Article IV of the Deposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A.

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(1) The Deposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“Receipts”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of September 21, 2000, as supplemented by a letter agreement by and between the Company and the Depositary dated as of December 12, 2001, as further supplemented by a letter agreement dated as of August 19, 2003, by and among the Company, Teco Electric & Machinery Co. Ltd and the Depositary, and as further supplemented by a letter agreement dated as of October 5, 2005 by and between the Company and the Depositary, and as further amended by Amendment No. 1 to Deposit Agreement, dated as of March , 2006 (such deposit agreement as so supplemented and amended and further amended from time to time, the “Deposit Agreement”), by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Shares (“ADSs”) evidenced by Receipts issued thereunder, each of whom by accepting an ADS (or an interest therein) agrees to become a party thereto and becomes bound by all the terms and provisions thereof.

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and the Articles of Incorporation of the Company (as in effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement and the Articles of Incorporation, to which reference is hereby made. All capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the Deposited Securities. The Depositary has made arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs.

(2) Surrender of Receipts and Withdrawal and Sale of Deposited Securities.

(a) ROC Requirements. The Depositary and the Company have been advised that under current ROC law, a Holder who is a non-ROC person wishing to withdraw Deposited Securities from the ADR facility is required to appoint an eligible agent in the ROC for filing tax returns and making tax payments (a “Tax Guarantor”). Such Tax Guarantor will be required to meet the qualifications set by the Ministry of Finance of the ROC and will act as the guarantor of the withdrawing Holder’s tax payment obligations. In addition, subject to certain limited

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exceptions, under current ROC law, repatriation of profits by a non-ROC withdrawing Holder is subject to the submission of evidence of the appointment of a Tax Guarantor to, and approval thereof by, the tax authority. In addition, under current ROC law, such withdrawing Holder is required to appoint a local agent in the ROC to, among other things, open a securities trading account with a local securities brokerage firm, remit funds and exercise a shareholder’s rights. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities and cash in safekeeping, make confirmations and settle trades and report all relevant information. Without making such appointment and the opening of such account, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facilities on the TSE or otherwise. The laws of the ROC applicable to the withdrawal of Deposited Securities may change from time to time. There can be no assurances that current law will remain in effect or that future changes of ROC law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder.

(b) Sale of Deposited Securities. Upon surrender of Receipts at the Principal Office and upon payment of any fees, reasonable expenses, taxes or other governmental charges as provided hereunder, subject to the terms of the Deposit Agreement and the Company’s Articles of Incorporation, and the transfer restrictions applicable to the Deposited Securities, if any, Holders may request that the Deposited Securities represented by such Holders’ Receipts be sold on such Holder’s behalf. Any Holder requesting a sale of Deposited Securities may be required by the Depositary to deliver, or cause to be delivered, to the Depositary a written order requesting the Depositary to sell, or cause to be sold, such Deposited Securities. Any such sale of Deposited Securities will be conducted in accordance with applicable ROC law through a securities company in the ROC on the TSE or in such other manner as is or may be permitted under applicable ROC law. The Depositary and the Company have been advised that under current ROC law, the Shares deposited in connection with the Offering may not be sold for a period of three months from the closing of the Offering. Any such sale of Deposited Securities will be at the expense and risk of the Holder requesting such sale. Any Holder requesting the Depositary to sell the Deposited Securities represented by such Holder’s ADSs may be required to enter into a separate agreement to cover the terms of the sale of such Deposited Securities.

Upon receipt of any proceeds from any such sale, the Depositary shall, subject to any restrictions imposed by ROC law and regulations, and as provided in the Deposit

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Agreement, convert or cause to be converted any such proceeds into U.S. dollars and distribute any such proceeds to the Holders entitled thereto after deduction or payment of any fees, reasonable expenses, taxes or governmental charges (including, without limitation, any ROC and U.S. taxes) incurred in connection with such sale, as provided under the Deposit Agreement. Any such sale may be subject to ROC taxation on capital gains, if any, and will be subject to a securities transaction tax in the ROC. The ROC does not, as of the date hereof, impose tax on capital gains arising from ROC securities transactions, but there can be no assurance that a capital gains tax on ROC securities transactions will not be imposed in the future or as to the manner in which any ROC capital gains tax in respect of a sale of Deposited Securities would be imposed or calculated.

(c) Withdrawal of Deposited Securities. The Holder of this Receipt (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADS(s) evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly authorized attorney of the Holder) has duly Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this Receipt) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if so required by the Depositary, this Receipt has been properly endorsed in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, (iv) all applicable fees and charges of, and reasonable expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B to the Deposit Agreement) have been paid, and (v) the Holder of the ADSs has delivered to the Depositary any and all certifications necessary to allow the Company to comply with applicable ROC law reporting requirements (including the Form of Certification Upon Withdrawal as Exhibit C to the Deposit Agreement), duly completed by or on behalf of the Beneficial Owner(s) of the ADSs surrendered for withdrawal (unless the Depositary is otherwise instructed by the Company), subject, however, in each case, to the terms and conditions of this Receipt, of the Deposit Agreement, of the Company’s Articles of Incorporation and of any applicable laws and regulations and the rules

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of the Taiwan Securities Central Depository Co. Ltd., and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof. The Depositary and the Company have been advised that under current ROC law, ADSs representing newly issued Shares deposited in connection with the Offering may not be surrendered for a period of three months from the closing of the Offering; consequently, the Company and the Depositary have elected to prohibit the surrender of ADSs and the withdrawal of any Shares deposited in connection with the Offering until the expiration of such three month period.

Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the Receipt evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver (without unreasonable delay) at the Custodian’s designated office the Deposited Securities represented by the ADSs so cancelled together with any certificate or other document of or relating to title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of this Receipt, of the Articles of Incorporation of the Company, of applicable laws and regulations and of the rules of the Taiwan Securities Central Depository Co. Ltd., and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.

The Depositary shall not accept for surrender ADSs representing less than a whole number of Eligible Securities. In the case of the Delivery of ADSs representing a number other than a whole number of Eligible Securities, the Depositary shall cause ownership of the appropriate whole number of Eligible Securities to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the person surrendering such ADSs the number of ADSs representing any remaining fractional Eligible Securities, or (ii) sell or cause to be sold the fractional Eligible Securities represented by the ADS(s) so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the person surrendering the ADSs.

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Notwithstanding anything else contained in this Receipt or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any distributions of securities or rights, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs evidenced by this Receipt. At the request, risk and expense of any Holder surrendering ADSs represented by this Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held by the Custodian in respect of the Deposited Securities represented by such ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Holder, by air courier, cable, telex or facsimile transmission.

(3) Transfer, Combination and Split-Up of Receipts. The Registrar shall register the transfer of this Receipt (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall cancel this Receipt and execute new Receipts evidencing the same aggregate number and type of ADSs as those evidenced by this Receipt when cancelled, shall cause the Registrar to countersign such new Receipts, and shall Deliver such new Receipts to or upon the order of the person entitled thereto, if each of the following conditions has been satisfied: (i) this Receipt has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a transfer thereof (ii) this Receipt has been properly endorsed or is accompanied by proper instruments of transfer (including signature guarantees in accordance with standard securities industry practice), (iii) this Receipt has been duly stamped (if required by the laws of the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B to the Deposit Agreement) have been paid subject, however, in each case, to the terms and conditions of this Receipt, of the Deposit Agreement and of applicable law, in each case as in effect at the time thereof.

The Registrar shall register the split-up or combination of this Receipt (and of the ADSs represented hereby) on the books maintained for such purpose and the Depositary shall cancel this Receipt and execute new Receipts for the number of ADSs requested, but in the aggregate not exceeding the number of the same type of ADSs evidenced by this Receipt (when

A-6

cancelled), shall cause the Registrar to countersign such new Receipts, and shall Deliver such new Receipts to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) this Receipt has been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination hereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and government charges (as are set forth in Section 5.9 and Exhibit B to the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this Receipt, of the Deposit Agreement and of applicable law, in each case, as in effect at the time thereof.

(4) Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt the delivery of any distribution thereon, or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Eligible Securities or presenter of ADSs or of a Receipt of a sum sufficient to reimburse it for any tax or other governmental charges and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matters contemplated by Section 3.1 of the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of Receipts and ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company establish consistent with the provisions of the Deposit Agreement and applicable law.

The issuance of ADSs against deposits of Eligible Securities generally or against deposits of particular Eligible Securities may be suspended, or the deposit of particular Eligible Securities may be refused, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Eligible Securities Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities

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exchange upon which the Receipts or Eligible Securities are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject, in all cases, to Article (24) hereof. Notwithstanding any provision of the Deposit Agreement or this Receipt to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Eligible Securities in connection with voting at a shareholders meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S., ROC or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

(5) Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this Receipt, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to ROC law, the rules and requirements of the Taiwan Stock Exchange, and of any stock exchange on which the Eligible Securities or ADSs are, or will be, registered, traded or listed or the Articles of Incorporation of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Eligible Securities or Deposited Securities, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

(6) Ownership Restrictions. Notwithstanding any other provision in the Deposit Agreement, the Company may restrict transfers of the Shares, Eligible Securities or securities convertible into Shares where the Company informs the Depositary that such transfer might result in ownership of Shares exceeding limits under applicable law, the SFC, the TSE or the Articles of Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of ADSs where such transfer may result in the total number of

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Shares, Eligible Securities, or securities convertible into Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including but not limited to the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Deposited Securities represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Incorporation of the Company.

(7) Liability of Holder for Taxes, Duties and Other Charges. If any tax or other governmental charge shall become payable with respect to any Receipt or any Deposited Securities or ADSs, such tax, or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Eligible Securities and the Depositary may refuse to issue ADSs, to deliver Receipts, register the transfer, split-up or combination of ADRs and (subject to Article (24) hereof) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. The Holders and Beneficial Owners may be asked to indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of the inaccuracy of any information provided by such Holder and/or Beneficial Owner in order to obtain any refund of taxes, reduced rate of withholding at source or other tax benefit on behalf of such Holder and/or Beneficial Owner.

(8) Representations and Warranties on Deposit of Eligible Securities. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar)

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rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do and (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities and the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs.

If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

(9) Filing Proofs, Certificates and Other Information. Any person presenting Eligible Securities for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control and any other applicable regulatory approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities, to execute such certifications and to make such representations and warranties and to provide such other information or documentation (or, in the case of Eligible Securities in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Eligible Securities Registrar) as the Depositary or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed, or such representations are made or such other documents or information are provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from

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Holders and Beneficial Owners, (ii) any other information or documents which the Company may reasonably request and which the Depositary shall reasonably request and receive from any Holder or Beneficial Owner or any person presenting Eligible Securities for deposit or ADSs for cancellation, transfer or withdrawal, and (iii) in the case of withdrawal of Shares, any information and documents provided by Holders to the Depositary, in accordance with Exhibit C of the Deposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

(10) Charges of Depositary. The Depositary shall charge the following fees for the services performed under the terms of the Deposit Agreement:

(i)

to any person to whom ADSs are issued upon the deposit of Shares, a fee not in excess of U.S.$5.00 per 100 ADSs (or portion thereof) so issued under the terms of the Deposit Agreement (excluding issuances pursuant to paragraph (iii) and (iv) below);

(ii)

to any person surrendering ADSs for cancellation and withdrawal of Deposited Securities, a fee not in excess of U.S.$5.00 per 100 ADSs (or portion thereof) so surrendered;

(iii)

to any Holder of ADRs, a fee not in excess of U.S.$2.00 per 100 ADSs (or portion thereof) held for the distribution of cash proceeds (i.e., upon the sale of rights and other entitlements); no fee shall be payable for the distribution of cash dividends or the distribution of ADSs pursuant to stock dividends or other free distributions of shares as long as such fees prohibited by the exchange upon which the ADSs are listed.

(iv)

to any Holder of ADRs, a fee not in the excess of U.S.$5.00 per 100 ADSs (or portion thereof) issued upon the exercise of rights.

In addition, Holders, Beneficial Owners, person depositing Shares for deposit and person surrendering ADSs for cancellation and withdrawal of Deposited Securities will be required to pay the following charges:

(i)

taxes (including applicable interest and penalties) and other governmental charges;

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(ii)

such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities on the share register and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;

(iii)

such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing or withdrawing Shares or Holders and Beneficial Owners of ADSs;

(iv)

the expenses and charges incurred by the Depositary in the conversion of foreign currency;

(v)

such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs; and

(vi)

the fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities.

Any other charges and expenses of the Depositary under the Deposit Agreement will be paid by the Company upon agreement between the Depositary and the Company. All fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of fees and charges payable by Holders or Beneficial Owners, only in the manner contemplated by Article (22) of this Receipt. The Depositary will provide, without charge, a copy of its latest fee schedule to anyone upon request. The charges and expenses of the Custodian are for the sole account of the Depositary.

(11) Title to Receipts. It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt (and to each ADS evidenced hereby) shall be transferable on the same terms as a certificated security under the laws of the State of New York, provided that the Receipt has been properly endorsed or is accompanied by properly executed instruments of transfer. Notwithstanding any notice to the contrary, the Depositary may deem and treat the Holder of this

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Receipt (that is, the person in whose name this Receipt is registered on the books of the Depositary) as the absolute owner thereof for all purposes. The Depositary shall have no obligation nor be subject to any liability under the Deposit Agreement or this Receipt to any holder of this Receipt or any Beneficial Owner unless such holder is the Holder of this Receipt registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner’s representative, is the Holder registered on the books of the Depositary.

(12) Validity of Receipt. This Receipt (and the American Depositary Shares represented hereby) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless this Receipt has been (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar for the registration of issuances and transfers of Receipts. Receipts bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery of such Receipt by the Depositary.

(13) Available Information; Reports; Inspection of Transfer Books. The Company is subject to the periodic reporting requirements of the Exchange Act and accordingly files certain information with the Commission. These reports and documents can be inspected and copied at the public reference facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the Commission’s New York City office located at Seven World Trade Center, 13th Floor, New York, New York 10048. The Depositary shall make available for inspection by Holders at its Principal Office any reports and communications, including any instruction soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also mail to Holders copies of such reports when furnished by the Company pursuant to Section 5.6 of the Deposit Agreement.

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The Registrar shall keep books for the registration of issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Registrar’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the Receipts.

If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.

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The Registrar may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Article (24) hereof.


Dated:		CITIBANK, N.A. as Depositary

Countersigned

By:		By:
	Authorized Representative		Vice President

The address of the Principal Office of the Depositary is 388 Greenwich Street, New York, New York 10013, U.S.A.

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[FORM OF REVERSE OF RECEIPT]

SUMMARY OF CERTAIN ADDITIONAL PROVISIONS

OF THE DEPOSIT AGREEMENT

(14) Dividends and Distributions in Cash, Eligible Securities, etc. Subject always to the laws and regulations of the ROC, whenever the Depositary receives confirmation from the Custodian of receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or any entitlements held in respect of Deposited Securities under the terms hereof, the Depositary will, if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.7 of the Deposit Agreement) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.7 of the Deposit Agreement) and will distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and reasonable expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of American Depositary Shares held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the American Depositary Shares representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

Subject always to the laws and regulations of the ROC, if any distribution upon any Deposited Securities consists of a dividend in, or free distribution of Eligible Securities, the Company shall cause such Eligible Securities to be deposited with the Custodian and registered,

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as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.8 of the Deposit Agreement and either (i) the Depositary shall, subject to Section 5.9 thereof, and the laws and regulations of the ROC, distribute to the Holders as of the ADS Record Date in proportion to the number of American Depositary Shares held as of the ADS Record Date, additional American Depositary Shares, which represent in the aggregate the number of Eligible Securities received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and reasonable expenses incurred by, the Depositary and (b) taxes), or (ii) if additional American Depositary Shares are not so distributed, each American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Eligible Securities distributed upon the Deposited Securities represented thereby (subject to the laws and regulations of the ROC and net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes). In lieu of delivering fractional American Depositary Shares, the Depositary shall sell the number of Eligible Securities or American Depositary Shares, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement. In the event that (x) the Depositary determines that any distribution in property (including Eligible Securities) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, (y) if the Company, in the fulfillment of its obligation under Section 5.7 of the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Eligible Securities must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), or (z) the deposit of Eligible Securities is not permitted under the laws or regulations of the ROC, the Depositary may dispose of all or a portion of such property (including Eligible Securities and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of such (a) taxes and (b) fees and charges of, and reasonable expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.

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Subject always to the laws and regulations of the ROC, whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Eligible Securities, the Company shall give timely notice thereof to the Depositary stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.3.2 of the Deposit Agreement. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.8 of the Deposit Agreement) and establish procedures to distribute rights to purchase additional ADSs (by means of warrants or otherwise) and to enable the Holders to exercise such rights (upon payment of applicable (a) fees and charges of; and reasonable expenses incurred by, the Depositary and (b) taxes). The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise rights to subscribe for Eligible Securities (rather than ADSs).

If (i) the Company does not request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement or determines it is not reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms (including public or private sale) as it may

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deem practical. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and reasonable expenses incurred by, the Depositary and (b) taxes) upon the terms set forth in Section 4.1 of the Deposit Agreement.

If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.3.1 of the Deposit Agreement or to arrange for the sale of the rights upon the terms described in Section 4.3.2 of the Deposit Agreement, the Depositary shall allow such rights to lapse.

The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

Notwithstanding anything to the contrary in Section 4.3 of the Deposit Agreement, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders unless and until a registration statement under the Securities Act (or other applicable law) covering such offering is in effect. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders of American Depositary Shares representing such Deposited Securities shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Eligible Securities and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Eligible Securities and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.

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Because ROC law presently does not contemplate the issuance of rights in negotiable form and the possibility of such issuance is unlikely, a liquid market for rights may not exist, and this may adversely affect (1) the ability of the Depositary to dispose of such rights or (2) the amount the Depositary would realize upon disposal of rights.

There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Deposited Securities or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Eligible Securities or other securities to be acquired upon the exercise of such rights.

Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Eligible Securities or rights to purchase additional Eligible Securities, the Company shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in the paragraph above, the Depositary shall distribute the property so received to the Holders of record, as of the ADS Record Date, in proportion to the number of ADSs held by them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary may

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dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including by public or private sale) as the Depositary, may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of and expenses incurred by, the Depositary and (b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 of the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances.

Subject always to the laws and regulations of the ROC and to the terms of Article IV of the Deposit Agreement, distributions in respect of Deposited Securities that are held by the Depositary in bearer form shall be made to the Depositary for the account of the respective Holders of Receipts with respect to which any such distribution is made upon due presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons, or certificates. The Company shall promptly notify the Depositary of such distributions. The Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the case may be, in connection with any such distribution.

(15) Redemption. If the Company intends to exercise any right of redemption in respect of any of the Deposited Securities, the Company shall give notice thereof to the Depositary at least 60 days prior to the intended date of redemption which notice shall set forth the particulars of the proposed redemption. Upon receipt of such (i) notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7 of the

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Deposit Agreement, and only if the Depositary shall have determined that such proposed redemption is practicable, the Depositary shall mail to each Holder a notice setting forth the intended exercise by the Company of the redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the reasonable expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption price per ADS shall be the per share amount received by the Depositary upon the redemption of the Deposited Securities represented by American Depositary Shares (subject to the terms of Section 4.7 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed.

(16) Fixing of ADS Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any distribution (whether in cash, Eligible Securities, rights, or other distribution), or whenever for any reason the Depositary causes a change in the number of Eligible Securities that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or of instructions, of holders of Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter, the Depositary shall fix a record date (the “ADS Record Date”) for the determination of the Holders of Receipts who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Eligible Securities represented by each

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American Depositary Share. The Depositary shall make reasonable efforts to establish the ADS Record Date as closely as possible to the applicable record date for the Deposited Securities (if any). Subject to applicable law and the provisions of Section 4.1 through 4.7 of the Deposit Agreement and to the other terms and conditions of the Deposit Agreement, only the Holders of Receipts at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

(17) Voting of Deposited Securities.

(a) Voting by Shareholders. The ROC Company Law and the Articles of Incorporation of the Company, in each case, as in effect on the date hereof, provide that: (i) a holder of Shares (including holders of interests in any Certificate of Payment evidencing the irrevocable right to receive Shares) is entitled to one vote for each Share held, except that the number of votes of a holder of more than 3% of the total outstanding Shares is discounted by the Company by a factor of 2% of that portion of the Shares held in excess of 3% (e.g., a holder of 10% of the total outstanding Shares would be permitted to exercise voting rights only with respect of a 9.86% of such Shares) and (ii) a shareholder must, as to all matters subject to a vote of shareholders (other than the election of directors and supervisors), exercise the voting rights for all Shares held by such shareholder in the same manner (e.g., a holder of 1,000 Shares cannot split his/her votes but must vote all 1,000 Shares in the same manner). The voting rights attaching to the Deposited Securities must be exercised by, or on behalf of, the Depositary, as representative of the Holders, collectively in the same manner, except in the case of an election of directors and supervisors, which shall be on a cumulative basis. Deposited Securities which have been withdrawn from the ADR Facilities and timely transferred on the Company’s register of shareholders to a person other than the Depositary may be voted by the registered holder(s) thereof directly, subject, in each case, to the limitations of ROC law and the Articles of Incorporation of the Company. Holders may not receive sufficient advance notice of shareholders’ meetings to enable them to timely withdraw the Deposited Securities and vote at such meetings and may not be able to re-deposit the withdrawn securities under the terms of the Deposit Agreement.

(b) Voting by ADS Holders. Holders of ADSs have no individual voting rights with respect to the Deposited Securities represented by their ADSs. Each Holder shall be

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deemed, by acceptance of ADSs or acquisition of any beneficial interest therein, to have authorized and directed the Depositary, without liability, to appoint the Chairman of the Board of Directors of the Company (or his/her designate) (the “Voting Representative”), as representative of the Depositary, the Custodian or the nominee who is registered in the ROC as representative of the Holders in respect of the Deposited Securities (the “Registered Holder”), to vote the Shares or other Deposited Securities in accordance with the terms hereof.

The Company agrees to timely notify the Depositary of any proposed shareholders’ meeting and to provide to the Depositary in New York, at least 24 calendar days before any shareholders’ meeting, sufficient copies as the Depositary may reasonably request of English language translations of the Company’s notice of shareholders’ meeting and the agenda of the materials to be voted on (in the form the Company generally makes available to holders of Shares in the ROC), including, without limitation, a list of candidates proposed by the Company for an election of directors or supervisors (such materials collectively, the “Shareholder Notice”). As soon as practicable after receipt by the Depositary of the requisite number of Shareholder Notices, the Depositary shall establish the ADS Record Date (upon the terms of Section 4.8 of the Deposit Agreement) and shall, at the Company’s expense and, provided no U.S. legal prohibitions exist, deliver to Holders as of the applicable ADS Record Date, (i) the Shareholder Notice, (ii) a depositary notice setting forth the manner in which Holders of ADSs may instruct the Depositary to cause the Deposited Securities represented by their ADSs to be voted under the terms of this Deposit Agreement including, a description of the Management Instruction (as defined below), together with a form of voting instructions and/or other means to provide voting instructions (the depositary notice and the related materials prepared by the Depositary collectively, the “Depositary Notice”). The Depositary is under no obligation to deliver the Shareholder Notice and the Depositary Notice to Holders if the Company has failed to provide to the Depositary in New York the requisite number of Shareholder Notices at least 24 calendar days prior to the date of any shareholders’ meeting. If the Depositary has not delivered the Shareholder Notice or Depositary Notice to Holders, it will endeavor to cause all Deposited Securities represented by ADRs to be present at the relevant shareholders’ meeting insofar as practicable and permitted under applicable law but will not cause the

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Shares or other Deposited Securities to be voted; provided, however, that the Depositary may determine, at its sole discretion, to send such Shareholder Notice and Depositary Notice to Holders and/or cause the Shares or other Deposited Securities to be voted as it deems appropriate. There can be no assurance that Holders generally or any Holder in particular will receive Shareholder Notices and Depositary Notices with sufficient time to enable the return of voting instructions to the Depositary in a timely manner.

Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or instructions, of holders of Shares or other Deposited Securities if the taking of such action would violate U.S. laws.

(c) Voting of Deposited Securities Upon ADS Holders’ Instructions. If Holders of ADSs together holding at least 51% of all the ADSs (including Temporary ADSs) outstanding as of the relevant ADS Record Date shall instruct the Depositary, prior to the date established for such purpose by the Depositary, to vote in the same manner in respect of one or more resolutions to be proposed at a shareholders’ meeting (including resolutions for the election directors and/or supervisors), the Depositary shall notify to and appoint the Voting Representative as the representative of the Depositary and the Registered Holder to attend such shareholders’ meeting and vote all Deposited Securities evidenced by ADSs then outstanding (including Temporary ADSs) in the manner so instructed by such Holders. If voting instructions are received by the Depositary on or before the date established by the Depositary for the receipt of such instructions from any Holder as of the ADS Record Date, which are signed but without further indication as to voting instructions, the Depositary shall deem such Holder to have instructed a vote in favor of the items set forth in such instructions. The Depositary and Custodian shall not have any obligation to monitor, and shall not incur any liability for, the actions, or the failure to act, of the Voting Representative as representative of the Registered Holder.

(d) Management Instruction. If, for any reason (other than a failure by the Company to supply the requisite number of Shareholder Notices to the Depositary within the requisite time period provided in Section 4.9 of the Deposit Agreement, the Depositary has not, prior to the date established for such purpose by the Depositary received instructions from Holders together holding at least 51% of all ADSs (including Temporary ADSs) outstanding at the relevant ADS Record Date, to vote in the same manner in respect of any resolution

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(including resolutions for the election of directors and/or supervisors), then, subject to the following paragraph, the Holders shall be deemed to have authorized and directed the Depositary to give a discretionary instruction (a “Management Instruction”) to the Voting Representative as the representative of the Registered Holder to attend and vote at such meeting all the Deposited Securities represented by ADSs then outstanding (including Temporary ADSs) in his or her discretion. In such circumstances, the Voting Representative shall be free to exercise the votes attaching to the Deposited Securities in any manner he or she wishes, which may not be in the interests of the Holders.

The Depositary’s grant of a Management Instruction in the manner and circumstances described in the preceding paragraph shall be subject to the receipt by the Depositary prior to each shareholders’ meeting of an opinion of ROC counsel of the Company addressed to, and in form and substance satisfactory to, the Depositary to the effect that under ROC law (i) the arrangements relating to the Management Instruction are permissible, and (ii) the Depositary will not be deemed to be authorized to exercise any discretion when causing the voting in accordance with Section 4.9 of the Deposit Agreement and will not be subject to any potential liability under ROC law for losses arising from such voting. In the event the Depositary does not receive such opinion, the Depositary will not grant the Management Instruction but will cause the Deposited Securities to be present at the shareholders’ meeting to the extent practicable and permitted by applicable law but will not cause the Deposited Securities to be voted or the Management Instruction to be granted.

The Depositary shall not, and the Depositary shall ensure that the Custodian and its nominees do not, vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with instructions given in accordance with Section 4.9 of the Deposit Agreement. The terms of Section 4.9 of the Deposit Agreement may be amended from time to time in accordance with the terms of the Deposit Agreement. By continuing to hold ADSs after the effective time of such amendment all Holders and Beneficial Owners shall be deemed to have agreed to the terms of Section 4.9 of the Deposit Agreement as so amended.

(18) Changes Affecting Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Deposited

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Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under the Deposit Agreement, and the Receipts shall, subject to the provisions of the Deposit Agreement and applicable law, evidence ADSs representing the right to receive such additional or replacement securities, as applicable. The Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt of satisfactory documentation contemplated by the Deposit Agreement, execute and deliver additional or replacement Receipts as in the case of a dividend of Eligible Securities, or call for the surrender of outstanding Receipts to be exchanged for new Receipts, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in this Exhibit A to the Deposit Agreement, specifically describing such new Deposited Securities or corporate change. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall if the Company requests, subject to receipt of satisfactory legal documentation contemplated in the Deposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and reasonable expenses incurred by, the Depositary and (b) taxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

(19) Exoneration. Neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement,

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by reason of any provision of any present or future law or regulation of the United States, the ROC or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future of the Articles of Incorporation of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Incorporation of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any consequential or punitive damages for any breach of the terms of the Deposit Agreement.

The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

(20) Standard of Care. The Company and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons, except that the Company and its agents agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith.

The Depositary and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons, except that the Depositary and its agents agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith.

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Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and in accordance with the terms of this Deposit Agreement. Provided that the Depositary acts or omits to act in good faith and without negligence, the Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company or for the failure of the Company to exchange any Certificate of Payment into Shares. The Depositary shall not be obligated in any way to monitor or enforce the obligations of the Company, including, without limitation, in respect of any Certificate of Payment, the conversion of such Certificate of Payment into Shares.

(21) Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the

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earlier of (i) the 60th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting under the Deposit Agreement shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall be required by the Company to execute and deliver to its immediate predecessor and to the Company an instrument in writing accepting its appointment under the Deposit Agreement, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its immediate predecessor (other than as contemplated in Section 5.8 and 5.9 of the Deposit Agreement). The immediate predecessor depositary, upon payment of all sums due it and on the written request of the Company shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to such Holders.

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Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

(22) Amendment/Supplement. This Receipt and any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than the charges in connection with foreign exchange control regulations, and taxes and other governmental charges, delivery and other such expenses), or which shall otherwise prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to this Receipt until the expiration of 30 days after notice of such amendment or supplement shall have been given to the Holders of this Receipt. The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADS(s), to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and this Receipt at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the

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Deposit Agreement and this Receipt in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws or rules or regulations.

(23) Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. If 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, the Holder of this Receipt will, upon surrender of this Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of ADSs referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions set forth therein and subject always to the restrictions on withdrawal as may be in effect under the laws and regulations of the ROC, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the

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Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose Receipts have not theretofore been surrendered such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement.

(24) Compliance with U.S. Securities Laws. Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.

(25) Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Article (25), the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Eligible Securities or ADSs; provided, however, that, subject to ROC law and regulations, the Depositary may (i) issue ADSs prior to the receipt of Eligible Securities pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver Eligible Securities upon the receipt of ADSs for cancellation upon withdrawal of Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Eligible Securities may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Eligible Securities under (i) above and receive Eligible Securities in lieu of ADSs under (ii)

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above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Eligible Securities are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Eligible Securities or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Eligible Securities or ADSs in its records and to hold such Eligible Securities or ADSs in trust for the Depositary until such Eligible Securities or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Eligible Securities or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Notwithstanding any other provision of the Deposit Agreement, the Depositary shall not issue ADSs prior to the receipt of Eligible Securities in the case of the deposit of Eligible Securities to be made by the Company in connection with an offering of ADSs or pursuant to Sections 4.2 or 4.3 of the Deposit Agreement, unless requested by the Company and to the extent permitted by applicable law.

The Depositary will normally limit the number of ADSs involved in new Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application.

The Depositary may also set limits with respect to the number of ADSs involved in Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). Neither Temporary ADSs nor any interest in any Payment Certificate shall be eligible for Pre-Release-Transactions under the Deposit Agreement.

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(26) Right to Submit Proposals at Annual Ordinary Meeting of Shareholders.

(a) Proposals by Shareholders. The Company has informed the Depositary that under ROC Company Law, as in effect as of the date of the Deposit Agreement, holders of one percent (1%) or more of the total issued and outstanding Shares (including the treasury Shares) of the Company as of the applicable record date for determining holders of Shares with the right to vote at an annual ordinary meeting of the Company’s shareholders (the “Shareholder Proposal Record Date”), are entitled to submit one (1) written proposal (the “Proposal”) each year for consideration at the annual ordinary meeting of the Company’s shareholders, provided that: (i) the Proposal is in the traditional Chinese language and does not exceed 300 Chinese characters (including the reason(s) for the Proposal, all accompanying supporting statements and all punctuation marks) in length, (ii) the Proposal is submitted to the Company during the period for submission of Proposals (the “Submission Period”) announced by the Company (it being agreed by the Company that the Company shall announce publicly each year the Submission Period and the place for eligible shareholders to submit the Proposal in a report on Form 6-K submitted to the Commission prior to the commencement of the 60 days closed period prior to the annual ordinary meeting of the Company’s shareholders), (iii) only one (1) matter for consideration at the annual ordinary meeting of the Company’s shareholders shall be allowed in each Proposal, and (iv) the proposing shareholder shall attend, in person or by a proxy, such annual ordinary meeting of the Company’s shareholders whereat his or her or its Proposal is to be discussed in the Chinese language and such proposing shareholder, or his or her or its proxy, shall take part in the discussion of such Proposal in the Chinese language. For the avoidance of doubt, shareholders shall have no right to nominate candidates for election as directors at a meeting of the Company’s shareholders pursuant to the Articles of Incorporation of the Company, as in effect on the date hereof. As the holder of the Deposited Securities, the Depositary or its nominee is entitled, provided the conditions of ROC law are satisfied, to submit only one (1) Proposal each year in respect of all of the Shares held on deposit as of the applicable Shareholder Proposal Record Date. Holders and Beneficial Owners of ADSs do not under ROC law have individual rights to submit Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders but may be able to submit Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders if the Beneficial Owners (i) timely present their ADSs to the Depositary for cancellation pursuant to

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the terms of the Deposit Agreement and become holders of Shares in the ROC prior to the expiration of the Submission Period and prior to the applicable Shareholder Proposal Record Date, and (ii) otherwise satisfy the conditions of ROC law applicable to the submission of Proposals to the Company for consideration at an annual ordinary meeting of the Company’s shareholders. Beneficial Owners of ADSs may not receive sufficient advance notice of an annual ordinary meeting of the Company’s shareholders to enable the timely withdrawal of Shares to make a Proposal to the Company and may not be able to re-deposit under the Deposit Agreement the Shares so withdrawn. The Company has informed the Depositary that a Proposal shall only be voted upon at the annual ordinary meeting of the Company’s shareholders if the Proposal is accepted by the board of directors of the Company as eligible in accordance with Article 172-1 of the ROC Company Law and the Company’s Articles of Incorporation for consideration at an annual ordinary meeting of the Company’s shareholders. In addition, the Company has no obligation to give notice of noncompliance and/or opportunity to cure for any Proposal which fails to satisfy the requirements and conditions of the ROC laws.

(b) Single Proposal by Depositary or its Nominee on behalf of Beneficial Owners. Holders and Beneficial Owners of ADSs do not have individual proposal rights. The Depositary will, if so requested by (a) Beneficial Owner(s) as of the applicable ADS Record Date that own(s), individually or as a group, at least 51% of the ADSs outstanding as of the applicable ADS Record Date (such Beneficial Owner(s), the “Submitting Holder(s)”), submit to the Company for consideration at the annual ordinary meeting of the Company’s shareholders one (1) Proposal each year, provided that: (i) the Proposal submitted to the Depositary by the Submitting Holder(s) is in the traditional Chinese language or in English language along with traditional Chinese translation and does not exceed 300 traditional Chinese characters (including the reason(s) for the Proposal, all accompanying supporting statements, and all punctuation marks) in length and in the case of English proposal, the length and the content of the proposal shall be determined based on the Chinese translation, (ii) the Proposal is submitted to the Depositary by the Submitting Holder(s) at least two (2) Business Days prior to the expiration of the Submission Period, (iii) the Proposal is accompanied by a written certificate signed by each Submitting Holder, addressed to the Depositary and the Company and in a form satisfactory to the Depositary and the Company (the “First Proposal Certificate”), certifying, inter alia, (w) that each Submitting Holder has only certified the said Proposal, (x) that the Submitting Holder(s)

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own(s), individually or in the aggregate, at least 51% of the ADSs outstanding as of the date the Proposal is submitted by the Submitting Holder(s) to the Depositary (the “Proposal Submission Date”), (y) if the Proposal Submission Date is (i) on or after the applicable ADS Record Date, that the Submitting Holder(s) owned at least 51% of the ADSs outstanding as of the applicable ADS Record Date, and (ii) prior to the applicable ADS Record Date, that the Submitting Holder(s) will continue to own at least 51% of the ADSs outstanding as of the applicable ADS Record Date and will provide the Second Proposal Certificate, as defined below, and (z) the name(s) and address(es) of the Submitting Holder(s) and the number of ADSs owned by each Submitting Holder (together with certified evidence of each Submitting Holder’s ownership of the applicable ADSs as of the Proposal Submission Date, in the case of (y)(ii) above, and the applicable ADS Record Date, in the case of (y)(i) above)), (iv) if the Proposal Submission Date is prior to the applicable ADS Record Date, the Submitting Holder(s) must also provide, within five (5) Business Days after the applicable ADS Record Date, a second written certificate signed by each Submitting Holder, addressed to the Depositary and the Company and in a form satisfactory to the Depositary and the Company (the “Second Proposal Certificate”), certifying, inter alia, that the Submitting Holder(s) continued to own at least 51% of the ADSs outstanding as of the applicable ADS Record Date (together with certified evidence of each Submitting Holder’s ownership of the applicable ADSs as of such applicable ADS Record Date), (v) the Proposal is accompanied by a joint and several irrevocable undertaking of all Submitting Holders (which undertaking may be contained in the First Proposal Certificate or the Second Proposal Certificate) that each such Submitting Holder shall pay all fees and expenses incurred in relation to the submission of the Proposal for voting at the annual ordinary meeting of the Company’s shareholders (including, but not limited to, the costs and expenses of the Submitting Holder(s), or his, her, its or their representative, to attend the annual ordinary meeting of the Company’s shareholders), (vi) the Shares registered in the name of the Depositary or its nominee as representative of the Holders and Beneficial Owners constitute one percent (1%) or more of the total issued and outstanding Shares (including the treasury Shares) of the Company as of the Shareholder Proposal Record Date, (vii) such Proposal contains only one (1) matter for consideration at the annual ordinary meeting of the Company’s shareholders, and (viii) the Submitting Holder(s), or his, her, its or their representative, attend(s) the annual ordinary meeting of the Company’s shareholders and take(s) part in the discussions of the Proposal in the

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Chinese language, provided further that only one (1) individual may attend, and take part in the discussion of the Proposal at such annual ordinary meeting on behalf of all Submitting Holders. Each Beneficial Owner hereby agrees and acknowledges that (i) if the Submitting Holder(s), or his, her, its or their representative, does not attend the annual ordinary meeting of the Company’s shareholders, the chairman of such meeting may ask the attending shareholders to discuss the Proposal, and (ii) in no event shall a Submitting Holder’s, or his, her, its or their representative’s, presence at an annual ordinary meeting of the Company’s shareholders entitle such Submitting Holder(s), or his, her, its or their representative, to vote the Shares represented by such Submitting Holder’s ADSs (or any other ADSs) or to vote the Shares represented by all the outstanding ADSs at such annual ordinary meeting of the Company’s shareholders.

Upon the timely receipt by the Depositary of any Proposal which the Depositary reasonably believes to be in full compliance with the immediately preceding paragraph, the Depositary shall submit a copy of such Proposal and of the other materials received from the Submitting Holder(s) to the Company during the Submission Period. Any Proposal so submitted as to which the Depositary has not received within five (5) Business Days after the applicable ADS Record Date any Second Proposal Certificate required under the immediately preceding paragraph shall be deemed irrevocably withdrawn at the expiration of such five (5) Business Day period. In the event the Depositary receives more than one (1) Proposal by a Submitting Holder, or a group of Submitting Holders, each of which appears to satisfy the requirements set forth in the immediately preceding paragraph, the Depositary is hereby authorized and instructed to disregard all Proposals, except for the first Proposal, received by the Depositary from such Submitting Holder(s) and shall submit only the first of such Proposals to the Company for consideration at the annual ordinary meeting of the Company’s shareholders in accordance with the terms of the Deposit Agreement. The Depositary shall not have any obligation to verify the accuracy of the information contained in any document submitted to it by the Submitting Holder(s). Neither the Depositary nor its nominee shall be obligated to attend and speak at the annual ordinary meeting of the Company’s shareholders on behalf of the Submitting Holder(s). The Proposal submitted by the Depositary is still subject to review by the board of directors of the Company and there is no assurance that the Proposal will be accepted by the board of directors and will be included in the agenda of the ordinary shareholders’ meeting. In addition, if the Company determines that, at the discretion of the Company, the Proposal submitted by the Depositary does not qualify, the Company has no obligation to notify the Depositary or to allow the Depositary to modify such Proposal.

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A-39

(ASSIGNMENT AND TRANSFER SIGNATURE LINES)

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto whose taxpayer identification number is and whose address including postal zip code is the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

Dated:


Name:
By:
Title:


		NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.

		If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt.

		All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.

SIGNATURE GUARANTEED

A-40

EX-99.(B)(I) 3 dex99bi.htm LETTER AGREEMENT, DATED AS OF DECEMBER 12, 2001 Letter Agreement, dated as of December 12, 2001

Exhibit (b)(i)

EXECUTION COPY

UNITED MICROELECTRONICS CORPORATION

3F, NO. 76, TUN HWA SOUTH ROAD

TAIPEI, TAIWAN

REPUBLIC OF CHINA

As of December 12, 2001

Citibank, N.A. - ADR Department

111 Wall Street

New York, New York 10043

Restricted ADSs (Cusip # 910873306)

Ladies and Gentlemen:

Reference is made to the Deposit Agreement, dated as of September 21, 2000 (the “Deposit Agreement”), by and among United Microelectronics Corporation, a company incorporated under the laws of the Republic of China (the “Company”), Citibank, N.A., as Depositary (Citibank in such capacity, the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) evidenced by American Depositary Receipts (the “ADRs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

The Company has sold, in concurrent Regulation S (“Reg S”) under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 144A under the Securities Act (“Rule 144A”) transactions, Zero Coupon Convertible Bonds due 2004 in the aggregate principal amount of US$302,400,000 (the bonds so issued pursuant to Reg S and any Restricted Bonds (as hereinafter defined) exchanged for beneficial interests in Bonds issued pursuant to Reg S, the “International Bonds,” the bonds so issued pursuant to Rule 144A and any International Bonds exchanged for beneficial interests in bonds issued pursuant to Rule 144A, the “Restricted Bonds,” and the International Bonds and the Restricted Bonds collectively, the “Bonds”), each Bond convertible at the option of the holder (such holder, a “Converting Bondholder”) into (a) the Company’s common shares, par value NT$10 per share (the “Shares”) on or after January 22, 2002, or (b) the Company’s American Depositary Shares (the “ADSs”), each ADS representing five (5) Shares, on or after the later of January 22, 2002 and the date on which the Shelf Registration Statement (as defined below) becomes effective, and up to and including February 20, 2004, in each case upon the terms and conditions set forth in (i) the Indenture, dated as of December 12, 2001 (the “Indenture”), by and between the Company and Citibank, N.A., in its capacity as indenture trustee (Citibank in such capacity, the “Trustee”), and (ii) the Paying and Conversion Agency Agreement, dated as of December 12, 2001 (the “Agency Agreement”), by and among the Company, the Trustee, the conversion agents, the paying agents and the transfer agents named therein. Under the terms of the Resale Registration Rights Agreement, dated December 12, 2001 (the “Resale Registration Rights Agreement”), by and between the Company and Morgan Stanley & Co. International Limited on behalf of the several initial purchasers

named in Schedule I to the Purchase Agreement, dated December 4, 2001 (the “Purchase Agreement”), the Company has undertaken to use its best efforts to file with the Securities and Exchange Commission not later than 90 days after the date hereof, and to use its best efforts to obtain the effectiveness of, a shelf registration statement (the “Shelf Registration Statement”) covering the resale in the United States of the ADSs into which the Restricted Bonds are convertible within 180 days after December 12, 2001.

Under the terms of the Indenture and the Agency Agreement, Bonds outstanding at the time of conversion as International Bonds will be convertible into Shares and/or freely transferable ADSs, and Bonds outstanding at the time of conversion as Restricted Bonds will be convertible into (a) Shares and/or freely transferable ADSs (if concurrently sold by the Converting Bondholder in a transaction covered by the Shelf Registration Statement) or (b) Restricted ADSs (as defined below) (if the concurrent sale is not desirable nor practicable). The Company anticipates that some Converting Bondholders may elect to hold their Shares upon conversion of Restricted Bonds in the form of Restricted ADSs (as defined below) without effecting an immediate sale of those Restricted ADSs under the Shelf Registration Statement.

The Company is willing to accommodate a request from a Converting Bondholder to hold the Shares in the form of Restricted ADSs upon conversion of their Restricted Bonds provided that (a) the terms of deposit of the Shares by the Converting Bondholder neither (i) prejudice any substantial rights of existing Holders and Beneficial Owners of ADSs under the Deposit Agreement nor (ii) violate or conflict with any law, rule or administrative position applicable to the ADSs, and (b) the Depositary agrees to supplement the terms of the Deposit Agreement to accommodate a deposit of Shares by Converting Bondholders immediately upon the conversion of Restricted Bonds without prejudicing any substantial existing right of Holders or Beneficial Owners of ADSs.

The purpose and intent of this Letter Agreement is to supplement the Deposit Agreement for the sole purpose of accommodating the issuance of Restricted ADSs. The Company and the Depositary agree that this Letter Agreement shall be filed as an exhibit to the next Registration Statement on Form F-6 filed with the Commission in respect of the ADSs and shall be filed by the Company with governmental authorities in the ROC in accordance with applicable ROC laws and regulations.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Depositary hereby agree, notwithstanding the terms of the Deposit Agreement, as follows:

1. Authority to Issue Restricted ADSs. The Deposit Agreement is hereby supplemented to authorize the Depositary to establish procedures to permit the deposit of Shares that are Restricted Securities (as defined in the Deposit Agreement), upon the written request and at the expense of the Company, under the terms of the Deposit Agreement as supplemented hereby (such Shares, the “Restricted Shares”). The Depositary hereby agrees to establish procedures permitting the deposit of Restricted Shares and the issuance of ADSs representing deposited Restricted Shares (such ADSs, the “Restricted ADSs,” and the ADRs evidencing such Restricted ADSs, the “Restricted ADRs”), upon receipt of a written request from the Company to accept certain specified Restricted Shares for deposit. The Company agrees to assist the

Depositary in the establishment of such procedures and agrees that it shall take all steps reasonably requested by the Depositary to insure that the establishment of such procedures does not violate the provisions of the Securities Act or any other applicable laws, in each case, by entering into letter agreements with the Depositary to set forth the specific terms of the procedures applicable to any specific deposit of Restricted Shares and issuance of Restricted ADSs. The depositors of the Restricted Shares and the holders of the Restricted ADSs may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted ADRs and the Restricted ADSs evidenced thereby or the withdrawal of the Restricted Shares represented by Restricted ADSs to provide such written certifications or agreements as the Depositary or the Company may at the relevant time deem necessary or appropriate. The Company shall provide to the Depositary in writing the legend(s) to be affixed to the Restricted ADRs, which legend(s) shall (i) be in a form reasonably satisfactory to the Depositary and (ii) set forth the specific circumstances under which the Restricted ADRs and the Restricted ADSs represented thereby may be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit of Restricted Shares shall be separately identified on the books of the Depositary and the Restricted Shares so deposited shall be held separate and distinct from all other Deposited Securities held under the terms of the Deposit Agreement that are not Restricted Shares. The Restricted Shares and the Restricted ADSs shall not be eligible for Pre-Release Transactions. The Restricted ADSs shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, The Depository Trust Company (“DTC”), and shall not in any way be fungible with the ADSs issued under the terms of the Deposit Agreement that are not Restricted ADSs. Except as set forth in the applicable letter agreement and except as required by applicable law, the Restricted ADRs and the Restricted ADSs evidenced thereby shall be subject to the terms of the Deposit Agreement and shall, to the maximum extent permitted by law and to the maximum extent practicable, be treated as ADRs and ADSs, respectively, issued and outstanding under, the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto or any Holder or Beneficial Owner of Restricted ADSs, any conflict arises between (a) the terms of the Deposit Agreement and (b) the terms of (i) the applicable letter agreement or (ii) the applicable Restricted ADR, the terms and conditions set forth in the applicable letter agreement and of the applicable Restricted ADR shall be controlling and shall govern the rights and obligations of the parties pertaining to the deposited Restricted Shares, the Restricted ADSs and the Restricted ADRs.

Only upon receipt of (x) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, that the Restricted ADRs, the Restricted ADSs and the Restricted Shares have been registered under the Securities Act or such Restricted ADSs may be freely transferred under Rule 144 under the Securities Act or another applicable exemption from the registration requirements thereof, and (y) instructions from the Company to remove the restrictions applicable to the Restricted ADRs, the Restricted ADSs and the Restricted Shares, shall the Depositary (i) eliminate the distinctions and separations between the applicable Restricted Shares held on deposit and the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted Shares, (ii) treat the newly unrestricted ADRs and ADSs on the same terms as, and fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement that are not Restricted ADRs or Restricted ADSs, (iii) take all actions necessary to remove any distinctions, limitations and restrictions previously existing hereunder between the applicable Restricted ADRs and Restricted ADSs, respectively, on the one hand, and the other ADRs and ADSs that are not Restricted ADRs or

Restricted ADSs, respectively, on the other hand, including, without limitation, by making the newly-unrestricted ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry settlement systems and by listing the newly-unrestricted ADSs on The New York Stock Exchange, Inc. or any other applicable securities exchange on which the ADSs are at that time listed.

2. Deposits. In furtherance of the foregoing, the Company requests the Depositary, and the Depositary agrees upon the terms and subject to the conditions set forth in this Letter Agreement, to (i) establish procedures to enable (x) the deposit of Restricted Shares with the Custodian by the Company on behalf of the Converting Bondholder upon conversion of Restricted Bonds in order to enable the issuance by the Depositary to the Converting Bondholder of ownership interests in Restricted Shares in the form of Restricted ADSs issued under the terms of this Letter Agreement, (y) the transfer of the Restricted ADRs (and the Restricted ADSs evidenced thereby) and the withdrawal of the Restricted Shares, in each case upon the terms and conditions set forth in the Deposit Agreement as supplemented by the terms of this Letter Agreement, and (z) the conversion of Restricted ADSs into freely transferable ADSs upon the terms described below, and (ii) issue Restricted ADRs representing such Restricted ADSs and to deliver the Restricted ADRs so issued to the applicable Converting Bondholder, in each case upon the terms set forth herein, including, without limitation, the terms and conditions set forth in Section 1 hereof. Nothing contained in this Letter Agreement shall in any way obligate the Depositary, or to give authority to the Depositary, to accept any Shares (other than the Restricted Shares described herein) for deposit under the terms hereof. The Company agrees to pay to the Depositary an administration fee of US $15,000.00 per annum for the establishment of the procedures set forth in Sections (2) through (12) of this Letter Agreement.

3. Company Assistance. The Company agrees to (i) provide commercially reasonable assistance to the Depositary upon the request of the Depositary (in each case, within the terms and conditions of Sections 2 through 12 hereof) in the establishment of such procedures to enable the acceptance of the deposit by the Company on behalf of Converting Bondholder(s) of the Restricted Shares, the issuance of such Restricted ADSs to the Converting Bondholder(s), the delivery of such Restricted ADRs to the Converting Bondholder(s), the transfer of the Restricted ADRs (and the Restricted ADSs represented thereby) by the Converting Bondholder(s), the withdrawal of the Restricted Shares and the conversion of Restricted ADRs into freely transferable ADSs, and (ii) take all commercially reasonable steps requested by the Depositary (in each case, within the terms and conditions of Sections 2 through 12 hereof) to ensure that the acceptance of the deposit of the Restricted Shares, the issuance of such Restricted ADSs, the issuance and delivery of the Restricted ADRs, the transfer of Restricted ADRs, the withdrawal of Restricted Shares and the conversion of Restricted ADSs into freely transferable ADSs, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company (i) confirms (after consultation with its U.S. counsel) that the deposit of Restricted Shares hereunder upon conversion of Restricted Bonds in accordance with the terms of the Indenture and the Agency Agreement, and the issuance of Restricted ADSs upon deposit of such Restricted Shares in accordance with the terms of this Letter Agreement does not violate the Securities Act and (ii) shall cause its ROC counsel to deliver an opinion to the Depositary stating, inter alia, that (a) the Company has duly authorized, executed and delivered the Letter

Agreement, (b) the Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company upon its terms, (c) all requisite approvals have been obtained under ROC law to permit the deposit of Shares under the terms of the Deposit Agreement and this Letter Agreement upon conversion of Bonds, and (d) none of the terms of this Letter Agreement or the transactions contemplated herein violate any ROC law or regulation nor any material contract, order, judgment or proceeding which is binding upon the Company.

4. Limitations on Issuance of Restricted ADSs. The Company hereby instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in this Letter Agreement, to issue and deliver to the Converting Bondholders, upon conversion of Restricted Bonds, Restricted ADRs evidencing the applicable number of Restricted ADSs only upon receipt (i) from the Company (or any of its designated agents) of a deposit of the applicable number of Restricted Shares, and (ii) from the Conversion Agent, the Conversion Notice completed and signed by or on behalf of the Converting Bondholder, a copy of which is attached hereto as Exhibit A (such Conversion Notice, the “Conversion Certification”), and (iii) payment of the fees, taxes and expenses otherwise payable under the terms of the Deposit Agreement upon the deposit of Shares and the issuance of ADSs. The Restricted ADSs issued upon the deposit of Restricted Shares shall be separately identified on the books of the Depositary under CUSIP # 910873306 and the Restricted Shares shall be held separate and distinct by the Custodian from the other Deposited Securities held by the Custodian in respect of the ADSs issued under the Deposit Agreement that are not Restricted ADSs. The Company agrees, in addition to its undertakings in the Deposit Agreement, that neither it, nor any of its Affiliates, will at any time request the conversion of Restricted Bonds beneficially owned by any of them into Restricted ADSs.

5. Stop Transfer Notation and Legend. The books of the Depositary shall identify the Restricted ADSs as “restricted” and shall contain a “stop transfer” notation to that effect. The Restricted ADRs issued upon conversion of Restricted Bonds shall contain the following legend:

“THE RESTRICTED AMERICAN DEPOSITARY SHARES (“ADSs”) OF UNITED MICROELECTRONICS CORPORATION EVIDENCED HEREBY AND THE SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT IS (A) A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR A PURCHASER THAT THE SELLER AND ANY PERSON ACTING ON THE SELLER’S BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, AND (B) AWARE THAT THE OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT TO A PERSON OTHER THAN A U.S.

PERSON (AS DEFINED IN REGULATION S), (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THE ADSs EVIDENCED HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS AND THAT NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE ADSs EVIDENCED HEREBY. PRIOR TO THE WITHDRAWAL OF THE SHARES REPRESENTED HEREBY, THE HOLDER OF THE RESTRICTED ADSs EVIDENCED HEREBY WILL BE REQUIRED TO PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A WITHDRAWAL CERTIFICATION, A COPY OF WHICH MAY BE OBTAINED FROM THE DEPOSITARY.

THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE ADSs EVIDENCED HEREBY PURSUANT TO CLAUSE (3) ABOVE OR THE EXPIRATION OF TWO YEARS FROM DECEMBER 12, 2001, THE DATE OF ORIGINAL ISSUANCE OF THE RULE 144A BONDS INTO WHICH THE ADSs EVIDENCED HEREBY WERE CONVERTED.”

6. Limitations on Transfer of Restricted ADSs. The Restricted ADRs, and the Restricted ADSs evidenced thereby, shall be transferable only by the Holder thereof upon delivery by such transferring Holder to the Depositary of (i) all documentation otherwise contemplated by the Deposit Agreement, and (ii) such other documents as may reasonably be requested by the Depositary under the terms hereof (including, without limitation, an opinion of U.S. counsel to such transferring Holder as to the terms of the legend set forth in Section 5 above).

7. Limitations On Cancellation of Restricted ADSs. The Company instructs the Depositary, and the Depositary agrees, not to release any Restricted Shares nor cancel any Restricted ADSs upon presentation to it of a Restricted ADR for the purpose of withdrawing the underlying Restricted Shares unless (x) all of the conditions applicable to the withdrawal of Shares from the depositary receipts facility created pursuant to the terms of the Deposit Agreement have been satisfied and (y) the Depositary shall have received from the person requesting the withdrawal of the Restricted Shares a duly completed and signed Withdrawal Certification substantially in the form of the draft thereof attached hereto as Exhibit B (such certification, the “Withdrawal Certification”).

8. Limitations On Exchange of Restricted ADSs. The Company instructs the Depositary, and the Depositary agrees, notwithstanding the last paragraph of Section 1 hereof, to cancel Restricted ADRs and the Restricted ADSs evidenced thereby and to issue and deliver freely transferable ADSs in respect thereof upon receipt of (i) the Restricted ADRs (duly endorsed and accompanied by the requisite signature guarantees, if so required under the terms

of the Deposit Agreement), (ii) a duly completed and signed Resale Certification, substantially in the form attached hereto as Exhibit C (the “Resale Certification”), and (iii) any other documents as may reasonably be requested by the Depositary under the terms of the Deposit Agreement and this Letter Agreement.

9. Fungibility. Except as contemplated herein and except as required by applicable law, the Restricted ADRs and the Restricted ADSs evidenced thereby shall, to the maximum extent permitted by law and to the maximum extent practicable, be treated as ADRs and ADSs issued and outstanding under the terms of the Deposit Agreement that are not Restricted ADRs and Restricted ADSs, respectively. Nothing contained herein shall obligate the Depositary to treat Holders of Restricted ADRs on terms more favorable than those accorded to Holders of ADRs under the Deposit Agreement.

10. Representations and Warranties. The Company hereby represents and warrants, in lieu of the representations contained in Section 3.3(a) of the Deposit Agreement that (a) the Restricted Shares being deposited by the Company on behalf of the Converting Bondholder(s) for the purpose of the issuance of the Restricted ADSs will, at the time of deposit, be validly issued, fully paid and non-assessable, and free of any preemptive rights of the holders of outstanding Shares, and (b) the Restricted Shares being deposited by the Company on behalf of the Converting Bondholder(s) for the issuance of the Restricted ADSs will, at the time of deposit, rank pari passu with respect to the other Shares on deposit under the Deposit Agreement that are not Restricted Shares. Such representations and warranties shall survive the deposit of the Restricted Shares, the issuance of Restricted ADSs and the delivery of Restricted ADRs.

11. Indemnity. The Company acknowledges and agrees that the indemnification by the Company in favor of the Depositary, the Custodian and their respective officers, directors, employees, agents and affiliates, and the Depositary acknowledges that the indemnification by the Depositary in favor of the Company and its directors, officers, employees, agents and affiliates, under Section 5.8 of the Deposit Agreement shall apply to the acceptance of Restricted Shares for deposit, the issuance of Restricted ADSs, the delivery of Restricted ADRs, the transfer of Restricted ADRs, the exchange of Restricted ADRs and of the Restricted ADSs evidenced thereby, and the withdrawal of Restricted Shares, in each case upon the terms set forth herein, as well as to any other acts performed or omitted by the Depositary and the Company, as contemplated by this Letter Agreement.

12. Governing Law. This Letter Agreement shall be interpreted under, and all the rights and obligations hereunder shall be governed by, the laws of the State of New York.

The Company and the Depositary have caused this Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above.


UNITED MICROELECTRONICS CORPORATION

By:		/s/ Stan Hung
Name:		Stan Hung
Title:		CFO

Agreed to as of the date set forth above:


CITIBANK, N.A., as Depositary

By:		/s/ Susan A. Lucanto
Name:		Susan A. Lucanto
Title:		Vice President

EXHIBITS

Form of Conversion Notice

Withdrawal Certification

Resale Certification

EXHIBIT A

Letter Agreement, dated as of December 12, 2001

(the “Letter Agreement”), by and between

UNITED MICROELECTRONICS CORPORATION

and CITIBANK, N.A.

FORM OF CONVERSION NOTICE

Please refer to the Form of Conversion Notice for Restricted Bonds attached hereto.

Exh. A-1

RULE 144A BOND CONVERSION NOTICE

UNITED MICROELECTRONICS CORPORATION

US$302,400,000

Zero Coupon Convertible Bonds due 2004

PLEASE READ THE NOTES AT THE END OF THIS NOTICE BEFORE COMPLETING THIS NOTICE.

Please fax this completed Rule 144A Bond Conversion Notice to:

Citibank, N.A. - Conversion Agent

5 Carmelite Street

London EC4Y OPA

United Kingdom

Fax No.: +44 207 508 3880

Attention: Conversion Agent

Please enter principal amount and serial or identifying numbers of the Rule 144A Bonds to be converted:


Total principal amount and serial or identifying numbers of Bonds to be converted:

Total principal amount of Bonds:

Serial or identifying number of Bonds*:

CUSIP number of Bonds:		910873AC2

*	Not required for Bonds represented by a Global Bond.

Exh. A-2

To:	United Microelectronics Corporation (the “Company”)

Citibank, N.A., ADS Depositary,

Citibank, N.A., Conversion Agent

I/We, being the holder of the Rule 144A Bonds specified above, hereby irrevocably elect to convert such Rule 144A Bonds or portion thereof (which is US$10,000 or an integral multiple of US$10,000 in excess thereof) into (A) common shares of the Company (“Shares”), or (B) American Depositary Shares of the Company (“ADS(s)”), each ADS representing five (5) Shares, in each case in accordance with Condition 6 of the terms and conditions of the Rule 144A Bonds. I/We understand that the Shares and ADSs deliverable upon conversion of any Rule 144A Bonds will be “restricted securities” within the meaning of Rule 144 of the United States Securities Act of 1933 (the “Securities Act”), and subject to transfer and other restrictions unless sold and transferred immediately upon conversion to a my/our designees pursuant to a registration statement which has been declared effective under the Securities Act (and which continues to be effective at the time of transfer).

Please complete Items A or B below:

A.	Check here ¨ if you wish to receive Shares upon conversion of Rule 144A Bonds and complete items 1 and 2 below.

1.	Name and address of the person in whose name Shares required to be delivered on conversion are to be registered


Name:

Address:

I/We hereby request that the certificate for the Shares (together with any cash) required to be delivered upon conversion of the Rule 144A Bonds be dispatched (at my/or own risk and expense) to the local agent (custodian) in Taiwan whose name and address is given below and in the manner specified below:


Name:

Address:



Contact Person:

Telephone No.:

Exh. A-3


Fax No.:

Manner of Dispatch:

B.	If you wish to receive ADSs upon conversation of the Rule 144A Bonds, check and complete items 1 OR 2 below.

1.	Check here ¨ and complete the grid below if you are requesting conversion of the Rule 144A Bonds for ADSs AND the ADSs have been sold to a third party pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended:

Deliver ADSs (CUSIP No. 910873207) to:


Name of DTC Participant:*

DTC Participant Account No.:

Account No. for Purchaser at DTC Participant (f/b/o information):



Onward Delivery instructions to Purchaser:

Contact person at DTC Participant:

Daytime Telephone Number of contact person at DTC Participant:

Email of contact person at DTC Participant:

*	The ADSs will be delivered to DTC Participant specified above on RVP/DVP basis against payment of Depositary’s issuance fee of up to US$0.05 per ADS issued.

By checking above and completing the above grid, I/we (i) represent that I/we am/are not acting on behalf of the Company or any of its affiliates and that the ADSs to be delivered upon conversion of the Rule 144A Bonds have been sold pursuant to a resale registration statement

Exh. A-4

which has been declared effective under the Securities Act (and which continues to be effective at the time of transfer), and (ii) certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied with respect to the sale described above and that the person who signed this Rule 144A Bond Conversion Notice is the beneficial owner of the Rule 144A Bonds surrendered herewith and is named as a selling securityholder in the Prospectus, dated , or in amendments or supplements thereto, and that the number of ADSs transferred are all or a portion of the ADSs listed in such Prospectus, as amended or supplemented opposite such owner’s name. Details of my/our designee to receive such ADSs are set forth above.

2.	Check here ¨ and complete the grid below if you are requesting conversion of the Rule 144A Bonds for the benefit of converting bondholder (without concurrent resale under resale registration statement) into Restricted ADSs:


Deliver Restricted ADR (CUSIP No. 910873306) to:

Name of Holder:

Address:



Tax ID Number:

Fax Number:

Daytime Telephone No.:

Federal Express Account No.:*

*	The Restricted ADR(s) will be mailed by U.S. mail unless a Federal Express Account number is included above.

Upon receipt of this Rule 144A Bond Conversion Notice, the Conversion Agent will complete the Restricted ADS Fees Payment Advice attached hereto, and will promptly, but in any event not later than two business days following the Conversion Date, fax the completed Restricted ADS Fees Payment Advice to the fax number specified above. The Restricted ADS Fees Payment Advice shall specify the amount of the Depositary issuance fees payable upon conversion of the Rule 144A Bonds into Restricted ADSs (up to U.S.$5.00 per 100 Restricted ADS(s), a reference number, the value date, the account into which payment is to be made by such value date. The Depositary issuance fees will need to be received by wire transfer in the designated account by close of business on the value date and identified by reference to the specified reference number. The Restricted ADSs will not be issued if the issuance fees are not timely paid or paid but not identified.

By checking and completing the grid above, I/We represent and agree that either at the time of signing and delivery of this Conversion Notice I/we am/are, or the person who has the beneficial

Exh. A-5

interest in such Rule 144A Bonds is, not the Company or an affiliate of the Company, (i) is not a U.S. Person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) and I/we, or such person, purchased such Rule 144A Bonds, or the beneficial interest therein, in a transaction made in accordance with Regulation S or (ii) is a qualified institutional buyer (“QIB”) within the meaning of Rule 144A under the Securities Act and understand[s] that ADSs issued upon conversion of such Rule 144A Bonds have not been and will not be registered under the Securities Act and agree[s] that such ADSs will be issued in the form of certificated restricted ADSs (“Rule 144A ADS”) and may not be offered, sold, pledged or otherwise transferred except (A) (1) pursuant to Rule 144A under the Securities Act to an institutional investor that the holder reasonably believes is a QIB within the meaning of Rule 144A, purchasing for its own account, or for the account of a QIB, whom the holder has informed, in each case, that the resale or other transfer is being made in reliance on Rule 144A, (2) in an offshore transaction a non-US person made in accordance with Regulation S (and not in a pre-arranged transaction resulting in the resale of such Restricted ADSs into the United States), or (3) pursuant to an exemption from registration under the Securities Act in accordance with Rule 144 thereunder (if available) and (B) in accordance with any applicable securities laws of any state of the United States and the applicable laws of any other jurisdiction. The undersigned understands that the Restricted ADS are subject to the terms of a Letter Agreement, dated as of December 12, 2001, by and between the Company and Citibank, N.A., as Depositary, which sets forth the restrictions applicable to the Restricted ADS.

Please read and complete Items C through G below:

C.	The Bonds converted hereby and any documents required in relation to the declarations below or to verify the same accompany this form.

E.	I/We hereby declare that all stamp, issue, registration or similar taxes and duties payable on conversion of the International Bonds in the jurisdiction where the Rule 144A Bonds are delivered to the Conversion Agent have been paid.

I/we are providing the information below to enable the Company to comply with its reporting obligations under the laws and regulations of the Republic of China and understand that the Company will rely on the information provided herein for such purpose. I/we also agree that the Company may provide or report such information for such purpose.

Exh. A-6

I/we certify that:

[check one]

(i) I am not/ None of we are a “Related Person” of the Company (as defined below).

(ii) I, or the person whose name and nationality is , is a “Related Person” of the Company (as defined below).

G.	Converting Bondholder Information and Signature:

Please complete the following information with respect to the converting bondholder:


Name:

Date:

Address:



Telephone Number:

Signature:

To be Completed by Conversion Agent if Option B(2) has been checked:

Restricted ADS Fees Payment Advice

TO:


Name:

Date:

Fax Number:

The Depositary issuance fees payable in respect of the Restricted ADSs issuable upon conversion of the Rule 144A Bonds submitted for conversion pursuant to the attached conversion notice is as follows:


Payment Reference Number:

Number of Restricted ADSs deliverable:

Restricted ADS Issuance Fee payable: (up to U.S. $5.00 per 100 Restricted ADSs)		US$_____________________________________

Value Date (not later than the 5^th business day following the Conversion Date)

Exh. A-7

Please ensure that the above stated Restricted ADS Issuance Fee is paid no later than close of business New York time on the stated Value Date to the following Bank Account:

Beneficiary Bank: Citibank, N.A.

SWIFT: CITIUS33

ABA No. 021000089

f/b/o: ADR A/C 3685-9028

Please ensure that your remitting bank quotes the following Payment Reference Number when remitting the ADS Issuance fees. Unless the ADS Depositary is unable to identify the Restricted ADS Issuance fee by reference to the Payment Reference Number, the ADS Depositary will not be under any obligation to issue the Restricted ADSs.

Payment Reference Number: ____________________________________

Exh. A-8

For Conversion Agent’s use only:


1.	(A)	Rule 144A Bonds conversion identification reference: United Microelectronics Zero Coupon Rule 144A Bonds due 2004 (CUSIP 910873AC2): CITIUS33

	(B)	Deposit Date:

	(C)	Conversion Date:

2.	(A)	Aggregate principal amount of Rule 144A Bonds deposited for conversion:

	(B)	Conversion Price on Conversion Date:

	(C)	Number of Shares deliverable:
		(disregard fractions)

	(D)	Number of ADSs deliverable:
		(disregard fractions)

	(E)	Number of Restricted ADSs deliverable:
		(disregard fractions)

3.	(A)	Restricted ADS issuance fees:

4.	(If applicable) amount of cash payment due to converting Holder in respect of fractions of Shares due to a consolidation or re-classification of Shares:

N.B.	The Conversion Agent must complete items 1 and 2 and (if applicable) 3 and 4.

Exh. A-9

NOTES

1. This Conversion Notice will be void unless Sections A or B above are duly completed and must be deposited during the Conversion Period.

2. Your attention is drawn to Condition 6(B) of the Bonds with respect to the conditions precedent which must be fulfilled before the Bonds specified above will be treated as effectively deposited for conversion.

3. If a retroactive adjustment of the Conversion Price contemplated by the terms and conditions of the Bonds is required in respect of a conversion of Bonds, certificates for the additional Shares deliverable pursuant to such retroactive adjustment (together with any other securities, property or cash) will be delivered or dispatched in the same manner as the Shares, other securities, property and cash previously delivered pursuant to the relevant Conversion Notice.

4. A person or entity is deemed to be a “Related Person” of the Company if the person or entity is:

(a)

(i) a company of which the chairman of the board of directors or the general manager serves as the chairman of the board of directors or the general manager of the Company, or is the spouse or member of the immediate or second immediate family of the chairman of the board of directors or general manager of the Company;

(ii) a non-profit organization of which the funds donated from the Company exceeds one-third of the non-profit organization’s total fund;

(iii) a director, supervisor or general manager, vice-general manager, assistant vice-general manager, or departmental head of the Company reporting to the general manager;

(iv) the spouse of a director, supervisor or general manager of the Company;

(v) a member of the immediate or second immediate families of the Company’s chairman of the board of directors or general manager.

(b)

a person or entity in which the Company has invested, which investment is accounted for by the equity method of accounting under generally accepted accounting principles in the United States (the “Equity Method”); or a person or entity which uses the Equity Method to account for an investment in the Company

Exh. A-10

EXHIBIT B

Letter Agreement, dated as of December 12, 2001

(the “Letter Agreement”), by and between

UNITED MICROELECTRONICS CORPORATION

and

CITIBANK, N.A.

WITHDRAWAL CERTIFICATION

Citibank, N.A.,

as Depositary

ADR Department

111 Wall Street

New York, New York 10043

Re:

United Microelectronics Corporation (Cusip # 910873306)

Dear Sirs:

Reference is hereby made to (i) the Deposit Agreement, dated as of September 21, 2000 (the “Deposit Agreement”), by and among United Microelectronics Corporation (the “Company”), a Company incorporated under the laws of the Republic of China, Citibank, N.A., as Depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) evidenced by American Depositary Receipts issued thereunder, and (ii) the Letter Agreement, dated as of December 12, 2001 (the “Letter Agreement”), by and between the Company and the Depositary. Capitalized terms used but not defined herein shall have the meanings given to them in the Deposit Agreement, or, in the event so noted herein, in the Letter Agreement.

This Withdrawal Certification is being furnished in connection with the withdrawal of Restricted Shares upon surrender of Restricted ADSs (as defined in the Letter Agreement) to the Depositary, and for such purpose we acknowledge and certify as follows:

(A)

We acknowledge, or, if we are acting for the account of another person, such person has confirmed to us that it acknowledges, that the Restricted ADSs and the Restricted Shares represented thereby have not been registered under the Securities Act.

Exh. B-1

(B)

We certify that (x) we are not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company, or if we are not the beneficial owner of the Restricted Shares represented by the Restricted ADSs, such beneficial owner is not an “affiliate” of the Company, (y) we are not a “U.S. person” (within the meaning of Regulation S) and are located outside the United States, and, if we are not the beneficial owner of the Restricted Shares represented by the Restricted ADSs, such beneficial owner is not a U.S. person and is located outside the United States or we are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”) or if we are not the beneficial owner of such Restricted Shares represented by the Restricted ADSs, such beneficial owner is a QIB, and (z) we, and, if we are not the beneficial owner, the beneficial owner has indicated that it, will sell the Restricted Shares in compliance with the requirements of the U.S. securities laws (including, without limitation, the applicable laws of the states of the United States), and we, and, if we are not the beneficial owner, the beneficial owner has indicated that it, will not deposit, or cause to be deposited, such Shares into any depositary receipts facility established or maintained by a depositary bank other than a restricted facility established and maintained for such purpose.

(C)(1)

We certify (or if we are acting for the account of another person, such person has confirmed to us that it certifies) that:

(please check the applicable box in (a) below and fill in the missing information in (b) below, as appropriate.

(a) ¨ We are (it is) a “Related Person” of the Company (as defined below).

¨ We are (it is) not a “Related Person” of the Company (as defined below).

AND

(b)(i) We will own [fill in] Shares of the Company, after cancellation of the Restricted ADSs surrendered hereby (do not include Shares represented by ADSs included in (b)(ii) below);

(ii) We will own [fill in] ADSs representing Shares of the Company after cancellation of the Restricted ADSs surrendered hereby.

AND

Exh. B-2

(2)

We certify (or if we are acting for the account of another person, such person has confirmed to us that it certifies) that:

(a)

We are (or the person for the account of which we are acting is) the Beneficial Owner of the Restricted ADSs hereby surrendered to the Depositary for withdrawal of the Shares represented thereby;

AND

(b)

We hereby certify that the following information is true and correct:

Name of Beneficial Owner of Restricted ADSs:

__________________________________

Address of Beneficial Owner of Restricted ADSs:

__________________________________

Nationality of Beneficial Owner of Restricted ADSs:

__________________________________

Name of recipient of Shares withdrawn hereby (“Recipient”):

__________________________________

Nationality of Recipient:

__________________________________

Identity Number of Recipient (only required if Recipient is ROC person or entity)

__________________________________

Exh. B-3

Number of Restricted ADSs surrendered hereby:

__________________________________

Number of Shares withdrawn hereby and registered in the name of Recipient:

__________________________________

The aggregate number of Shares Recipient has received upon all withdrawals since the execution of the Deposit Agreement:

__________________________________

(3)

If we are a broker-dealer, we further certify that we are acting for the account of our customer and that our customer and that our customer has confirmed the accuracy of the representations contained in paragraphs (C)1 through (C)3 hereof that are applicable to it.


Very truly yours,


[NAME OF CERTIFYING ENTITY]

By:
Name:
Title:
Date:

*	A person or entity is deemed to be a “Related Person” of the Company if the person or entity is:

(a) (i) a company of which the chairman of the board of directors or the general manager serves as the chairman of the board of directors or the general manager of the Company, or is the spouse or member of the immediate or second immediate family of the chairman of the board of directors or general manager of the Company;

Exh. B-4

(ii) a non-profit organization of which the funds donated from the Company exceeds one-third of such non-profit organization’s total funds;

(iii) a director, supervisor or general manager, vice-general manager, assistant vice-general manager, or department head of the Company reporting to the general manager of the Company;

(iv) the spouse of a director, supervisor, or general manager of the Company; or

(v) a member of the immediate or second immediate families of the Company’s chairman of the board of directors or general manager.

(b) a person or entity in which the Company has invested, which investment is accounted for by the equity method of accounting under generally accepted accounting principles in the United States (the “Equity Method”); or a person or entity which uses the Equity Method to account for an investment in the Company.

Exh. B-5

EXHIBIT C

Letter Agreement, dated as of December 12, 2001

(the “Letter Agreement”), by and between

UNITED MICROELECTRONICS CORPORATION

and

CITIBANK, N.A.

Resale Certification

Citibank, N.A.,

as Depositary

ADR Department

111 Wall Street

New York, New York 10043

Re: United Microelectronics Corporation (Cusip # 910873306)

Dear Sirs:

This Resale Certification is being provided in connection with our request to the Depositary to transfer the Restricted ADSs enclosed herewith in the form of freely transferable ADSs to the person specified below (the “Purchaser”) in connection with our sale of such ADSs to the Purchaser in a transaction covered by the Registration Statement on Form F-3 (Reg. No. 333- ) (such registration statement as amended and supplemented from time to time, the “Registration Statement” and the prospectus contained therein, as amended and supplemented from time to time, the “Prospectus”) which as been declared effective and continues to be effective as of this date.

We hereby certify that the Prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied with respect to the transfer described herein, and that the undersigned beneficial owner of the ADSs is named as a selling securityholder in the Prospectus, and that the number of ADSs transferred are all or a portion of the ADSs listed in such Prospectus opposite such beneficial owner’s name.

Exh. C-1

Please deliver the ADSs (CUSIP No. 910873207) to:



Name of DTC Participant:

DTC Participant Account No.:

Account No. for Purchaser at DTC Participant (f/b/o information):

Onward Delivery instructions to Purchaser:

Contact person at DTC Participant:

Daytime Telephone Number of contact person at DTC Participant:

Email of contact person at DTC Participant:



[NAME OF CERTIFYING PARTY/ BENEFCIAL OWNER]

By:
Name:
Title
Date:

Exh. C-2

EX-99.(B)(II) 4 dex99bii.htm LETTER AGREEMENT, DATED AS OF AUGUST 19, 2003 Letter Agreement, dated as of August 19, 2003

Exhibit (b)(ii)

UNITED MICROELECTRONICS CORPORATION

3 LI-HSIN ROAD II, SCIENCE-BASED INDUSTRIAL PARK, HSIN-CHU,

TAIWAN, REPUBLIC OF CHINA

Citibank, N.A. - ADR Department

111 Wall Street

New York, New York 10043

As of August 19, 2003

Teco Electric & Machinery Co., Ltd Zero Coupon Exchangeable Bonds Due 2008

Ladies and Gentlemen:

Reference is made to the Deposit Agreement, dated as of September 21, 2000, as amended from time to time (the "Deposit Agreement"), by and among United Microelectronics Corporation, a company incorporated under the laws of the Republic of China (the "Company"), Citibank, N.A., as Depositary (the "Depositary"), and the Holders and Beneficial Owners of American Depositary Shares (the "ADSs") evidenced by American Depositary Receipts (the "ADRs") issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

Teco Electric & Machinery Co., Ltd ("Teco") has sold, in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation S ("Reg S") Zero Coupon Exchangeable Bonds due 2008 in the aggregate principal amount of US$62,500,000.00 (the bonds so sold by Teco, the "Bonds"), each Bond exchangeable on or after August 29, 2003 at the option of the holder (such holder, an "Exchangeable Bondholder") into (a) the Company's common shares, par value NT$10 per share (the "Shares"), or (b) the Company's American Depositary Shares (the "ADSs"), each ADS representing five (5) Shares, in each case upon the terms and conditions set forth in (i) the Indenture, dated as of July 29, 2003 (the "Indenture"), by and between Teco and the Bank of New York as trustee (the "Trustee"), and (ii) the Agency Agreement, dated as of July 29, 2003 (the "Agency Agreement"), by and among Teco, the Trustee, the exchange agents, the paying agents, the transfer agents and the registrar named therein.

The purpose and intent of this Letter Agreement is to supplement the Deposit Agreement for the sole purpose of accommodating the issuance of ADSs upon deposit of Shares by Teco upon the exchange of Bonds in accordance with the terms and conditions of the indenture (such Shares, the "Exchange Shares"). The Company and the Depositary agree that this Letter Agreement shall be filed as an exhibit to the next amendment to the Registration Statement on Form F-6 of the Company filed with the Commission in respect of the ADSs and shall be filed by the Company with governmental authorities in the ROC if required in accordance with applicable ROC laws and regulations.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Teco, the Company and the Depositary hereby agree, notwithstanding the terms of the Deposit Agreement as follows:

1. Authority to Accept Deposit of Shares and Issue ADSs. Teco hereby confirms that the ROC Securities and Futures Commission (the "ROC SFC") has approved the issue of the Bonds, thereby increasing the size of the depositary receipt facility of the Company to allow the deposit by Teco of Exchange Shares in connection with the exchange of Bonds and authorizes and based on the foregoing confirmation the Company directs the Depositary to accept the deposit of Exchange Shares by Teco on behalf of Exchanging Bondholders upon the exchange of Bonds only upon receipt by the Depositary from the Exchange Agent of a copy of the completed and signed Bond Exchange Notice substantially in the form attached hereto as Exhibit A (the "Bond Exchange Notice"), and to issue in respect thereof ADSs that are fully fungible with the ADSs outstanding under the Deposit Agreement. Nothing contained herein shall obligate the Depositary to treat the ADSs issued upon exchange of the Bonds differently from ADSs issued under the Deposit Agreement except as specifically set forth herein.

The Depositary agrees, upon the terms and subject to the conditions set forth in this Letter Agreement, to establish procedures to enable the deposit of Exchange Shares with the Custodian by Teco on behalf of the Exchanging Bondholders upon the exchange of Bonds in order to enable the issuance by the Depositary to the Exchanging Bondholders of ownership interests in Exchange Shares in the form of ADSs issued pursuant to the terms of the Deposit Agreement and this Letter Agreement and to issue and deliver ADSs to the applicable Exchanging Bondholders, in each case upon the terms set forth herein, but only upon payment to the Depositary of the charges of the Depositary for accepting a deposit of Exchange Shares and issuing ADSs (as set forth in Section 5.9 and Exhibit B of the Deposit Agreement); provided that nothing contained herein shall obligate the Company to pay any fee or charge for the deposit of Exchange Shares and the issuance of ADSs.

2. Teco Assistance. Teco agrees to provide commercially reasonable assistance to the Depositary upon the request of the Depositary (in each case, within the terms and conditions hereof) in connection with the establishment of procedures to enable the acceptance of the deposit by Teco on behalf of Exchanging Bondholder(s) of the Exchange Shares with the Custodian, the issuance of ADSs to the Exchanging Bondholder(s), the delivery of ADRs to the Exchanging Bondholder(s), and the transfer of such ADRs (and the ADSs represented thereby) by the Exchanging Bondholder(s). Teco shall, immediately upon being notified by the Bank of New York that it has received a Bond Exchange Notice requesting the issuance of ADSs, request the Bank of New York to forward a copy of such Bond Exchange Notice (including the certifications by the Exchanging Bondholder(s) contained therein) to the Company and the Depositary. Teco shall also deliver to the Depositary (i) a copy of the approval letter (translated into English) from the ROC SFC approving the issue of the Bonds; (ii) an opinion of U.S. counsel stating that the Bonds have been issued and, the Shares and ADSs are to be issued upon conversion of the Bonds pursuant to Reg S and are exempt from registration under the Securities Act and (iii) an opinion from ROC counsel.

3. Representations and Warranties. Teco hereby represents and warrants, that the Exchange Shares to be deposited by Teco on behalf of the Exchanging Bondholder(s) for the purpose of the issuance of ADSs will, at the time of deposit, be validly issued, fully paid and non-assessable, and free of any preemptive rights of the holders of outstanding Shares, and rank pari passu with respect to the other Shares on deposit under the Deposit Agreement that are not Exchange Shares. Such representations and warranties shall survive the deposit of the Exchange Shares, the issuance of ADSs and the delivery of ADRs in respect thereof.

4. Indemnity. Teco agrees to indemnify the Company, the Depositary and the Custodian against, and hold each of them harmless from, any direct loss, damage, liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the reasonable fees and expenses of counsel) incurred by them that may arise (a) out of, or in connection with, the issuance of ADSs upon the terms hereof, or (b) out of acts performed or omitted in connection with this Letter Agreement, as the same may be amended, modified or supplemented from time to time, in any such case (i) by the Company, except to the extent such loss, liability, tax, charge or expense is due to the Company's gross negligence or wilful misconduct, (ii) by the Depositary, or the Custodian, except to the extent such loss, liability, tax, charge or expense is due to negligence or bad faith of any of them, or (iii) by Teco.

The obligations set forth in this Section 4 shall survive the termination of this Letter Agreement and the succession or substitution of any party thereto.

5. Governing Law. This Letter Agreement shall be interpreted under, and all the rights and obligations hereunder shall be governed by, the laws of the State of New York.

The Company, Teco and the Depositary have caused this Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above.


TECO ELECTRIC & MACHINERY CO., LTD

By:		/s/ Sheng-Chyuan Lin
		Sheng-Chyuan Lin, Vice Chairman

UNITED MICROELECTRONICS CORPORATION

By:		/s/ Stan Hung
		Stan Hung, CFO

Agreed to as of the date set forth above:


CITIBANK, N.A.,

By:		/s/ Susan A. Lucanto
		Susan A. Lucanto

EXHIBIT A

BOND EXCHANGE NOTICE

TECO ELECTRIC & MACHINERY CO., LTD

US$•,000,000

Zero Coupon Exchangeable Bonds Due 2008

PLEASE READ THE NOTES AT THE END OF THIS NOTICE BEFORE

COMPLETING THIS NOTICE

Please fax the completed Bond Exchange Notice to the following two recipients:

The Bank of New York - Exchange Agent

Fax No.: ·

Attention: ·

Copy to:

Teco Electric & Machinery Co., Ltd - Issuer

5F, No 19-9, San Chong Road

Nan-Kang

Taipei, Taiwan, the ROC

Fax No.: ·

Attention: ·

Please enter principal amount and serial or identifying numbers of Bonds to be exchanged:


Total principal amount of Bonds to be exchanged:

Serial or identifying number of Bonds*:

ISIN number of Bonds:

*	Not required for Bonds represented by the Global Bond.

TO:	The Bank of New York - Exchange Agent

Citibank, N.A., Taipei Branch - Custodian

Citibank, N.A., New York - ADR Broker Services

Teco Electric & Machinery Co., Ltd (the "Issuer" or the "Company")

1/We, being the holder of the Bonds specified above, hereby irrevocably elect to exchange such Bonds or portion thereof (which is US$1,000.00 or an integral multiple of US$1,000.00 in excess thereof) into (A) common shares of United Microelectronics Corporation ("UMC"), par value NT$10 per share ("Shares"); or (B) American Depositary Shares ("ADS(s)"), each ADS representing five (5) Shares, in each case in accordance with Article [12] of the Indenture, dated •, 2003 by and between the Issuer and Citibank, N.A. (the "Indenture").

Please complete Item A or Item B below:

A.	Check here ¨ and complete items 1 and 2 below if you wish to receive Shares upon exchange of Bonds:

1.	Name and address of the person in whose name Shares are to be registered upon exchange of the Bonds:


Name:

Address:

I/We hereby request that the certificate for the Shares (together with any cash) delivered upon exchange of the Bonds specified above be registered in the name of the person specified in item 1 above and be delivered to the local agent (custodian) in Taiwan whose name and address is given below and to be credited to the account of such person specified below:



Name of Agent:

Address:

Account Number in Taiwan Securities Central Depositary Co. Ltd.

Contact Person:

Telephone No.:

Email of contact person:

Fax No.:

B.	Check here ¨ if you wish to receive ADSs upon exchange of the above Bonds and complete grid below.

Delivery Instructions for ADSs:

I/We hereby represents and warrants that I/we have the full right or am/are duly authorized to deposit the respective Exchanged Shares into the depositary receipt facility and the respective Exchange Shares are free and clear of any lien, encumbrances, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities and the respective Exchange Shares presented for deposit have not been stripped of any rights or entitlements.


DTC Participant Account No.:*

Account No. for investor at DTC Participant (f/b/o information):

Contact person at DTC Participant:

Daytime Telephone number of contact person at DTC Participant:

Email of contact persona at DTC Participant:

*	The ADSs will be delivered to DTC participant specified above on RVP/DVP basis against payment by me/us of Depositary issuance fee of up to US$0.05 per ADS issued.

Please read and complete Items C through H below:

C.	The Bonds exchanged hereby and any documents required in relation to the declarations below or to verify the same accompany this form.

I/We hereby declare that I/we have been notified by the Issuer that UMC's register of shareholders may be closed from time to time. I/We hereby declare that any applicable condition to exchange of the Bonds, if any, has been complied with by me/us; that I/we am/are not acting on behalf of the Issuer or any of its affiliates and that the Shares issued upon exchange have not been and, when received by the exchanging Bondholder, will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority in any state or jurisdiction of the United States.

E.	I/We certify that either:

(a)

I/We are, or at the time the Shares issued upon exchange of the Bond are deposited (and the ADSs issuable in respect thereof are issued, if applicable) will be, the beneficial owner of the Shares (or of the ADSs, if applicable), and:

(i)

I/We (i) are not a U.S. person (as defined in Regulation S under the Securities Act) and we are located outside the United States (within the meaning of Regulation S under the Securities Act), (ii) acquired, or have agreed to acquire and will have acquired, the Bonds exchanged into the Shares in an offshore transaction (within the meaning of Regulation S under the Securities Act), (iii) acknowledge the Shares to be received upon exchange of the Bonds (and to be deposited, if applicable) have not been registered under the Securities Act or with the securities regulatory authority of any state of the United States.

(ii)

we are not an "affiliate" of the Issuer or a person acting on behalf of such an "affiliate", and

(iii)

we are not in the business of buying and selling securities or, if we are in such business, we did not acquire the Shares to be deposited from the Issuer or any affiliate thereof in a "distribution" of ADSs.

F.	I/We hereby declare that all stamp, issue, registration or similar taxes and duties payable on exchange of the Bonds in the jurisdiction where the Bonds are delivered to the Exchange Agent have been paid.

I/We are providing the information below to enable the Issuer and UMC to comply with its reporting obligations under the laws and regulations of the Republic of China and understand that the Issuer and UMC will rely on the information provided herein for such purpose. I/We also agree that the Issuer and UMC may provide or report such information for such purpose.

I/We certify that:

[tick one]

(i) I am not/None of we are a “Related Person” of the Issuer or UMC (as defined below).

(ii) I, or the person whose name and nationality is is a “Related Person” of the Issuer or UMC (as defined below).

H.	Exchanging Bondholder Information and Signature:

Please complete the following information with respect to the exchanging Bondholder



Name:

Date:

Signature:

Nationality:

Address:

Contact Person:

Daytime Telephone No.:

Fax No.:

Email Address:

For Exchange Agent's use only:


1.	(A)	Bonds exchange identification reference: ·

	(B)	Deposit Date:

	(C)	Exchange Date:

2.	(A)	Aggregate principal amount of Bonds deposited for exchange:

	(B)	Exchange Price on Exchange Date:

	(C)	Number of Shares deliverable:

		(disregard fractions)

	(D)	Number of ADSs deliverable:

		(disregard fractions)

3.	ADS issuance fees:

	(only if ADSs being delivered)

4.	(If applicable) amount of cash payment due to exchanging Holder in respect of fractions of Shares or of ADSs:

N.B. The Exchange Agent must complete items 1 and 2 and (if applicable), 3 and 4.

Instructions to the Exchange Agent:

1.	If Shares are to be delivered, a copy of the Exchange Notice shall be forwarded to the Company at:

Teco Electric & Machinery Co., Ltd

5F, No 19-9, San Chong Road

Nan-Kang, Taipei

Taiwan

Republic of China

Facsimile:

Attention:

2.	If ADSs are to be delivered, a copy of the Exchange Notice shall be forwarded to:

(a)

the Company;

(b)

Citibank, N.A. - Taipei

Facsimile: 886 2 2578 5292

Attention: Michelle C.L. Lin/ Jessie Chao

(c)

Citibank, N.A., New York -ADR Broker Services

Facsimile: 212 825 2029

Attention: ADR Broker Services

(d)

UMC;

United Microelectronics Corp. - Taipei

Facsimile: 886 2 2755 2418

Attention: Finance Division

BONDS

1.	This Exchange Notice will be void unless the applicable Sections A through H above are duly completed and must be deposited during the Exchange Period.

2.	Your attention is drawn to Section • of the Indenture with respect to the conditions precedent which must be fulfilled before the Bonds specified above will be treated as effectively deposited for exchange.

If a retroactive adjustment of the Exchange Price contemplated by the terms and conditions of the Bonds is required in respect of a exchange of Bonds, certificates for the additional Shares deliverable pursuant to such retroactive adjustment (together with any other securities, property or cash) will be delivered or dispatched in the same manner as the Shares, other securities, property and cash previously issued pursuant to the relevant Exchange Notice.

4.	A person or entity is deemed to be a "Related Person" of the Issuer or UMC if the person or entity is:

(a)

(i) a company of which the chairman of the board of directors or the general manager serves as the chairman of the board of directors or the chairman of the Issuer or UMC, or the spouse or member of the immediate second family of the chairman of the board of directors or general manager of the Issuer or UMC;

(ii) a non-profit organization of which the funds donated from the Issuer or UMC exceeds one-third of the non-profit organization’s total fund;

(iii) a director, supervisor or general manager, vice-general manager, assistance vice-general manager, or departmental head reporting to the general manager,

(iv) the spouse of a director, supervisor or general manager of the Issuer or UMC;

(v) a member of the immediate or second immediate families of the Issuer's or UMC's chairman of the board of directors of general manager;

(vi) an investee accounted for by the equity method; or

(vii) an investor who uses the equity method to account for the investment in the enterprise.

(b)

a person or entity that has control or influence over the Issuer or UMC.

EX-99.(B)(III) 5 dex99biii.htm LETTER AGREEMENT, DATED AS OF OCTOBER 5, 2005 Letter Agreement, dated as of October 5, 2005

Exhibit (b)(iii)

EXECUTION COPY

UNITED MICROELECTRONICS CORPORATION

NO. 3 LI-HSIN ROAD II, HSINCHU SCIENCE PARK

HSINCHU, TAIWAN

REPUBLIC OF CHINA

As of October 5, 2005

Citibank, N.A. - ADR Department

388 Greenwich Street

New York, New York 10013

Re: Zero Coupon Convertible Bonds Due 2008 (ISIN No. XS0231460709)

Ladies and Gentlemen:

Reference is hereby made to the Deposit Agreement, dated as of September 21, 2000 as amended and supplemented from time to time (the “Deposit Agreement”), by and among United Microelectronics Corporation, a company incorporated under the laws of the Republic of China (the “Company”), Citibank, N.A., as Depositary (Citibank, N.A. in such capacity, the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) evidenced by American Depositary Receipts (the “ADRs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

The Company has offered and sold, in reliance on Regulation S (“Reg S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) Zero Coupon Convertible Bonds due 2008 (ISIN No. XS0231460709 ) in the aggregate principal amount of U.S.$381,400,000 (the “Bonds”), each Bond convertible at the option of the holder (such holder, a “Converting Bondholder”) into the Company’s American Depositary Shares, each ADS representing five (5) Shares, on or after November 4, 2005 up to and including February 5, 2008, upon the terms and conditions set forth in (i) the Indenture, dated as of October 5, 2005 (the “Indenture”), by and between the Company and Citibank, N.A., in its capacity as indenture trustee (Citibank, N.A. in such capacity, the “Trustee”), and (ii) the Paying and Conversion Agency Agreement, dated as of October 5, 2005 (the “Agency Agreement”), by and among the Company, the Trustee, the conversion agents, the paying agents and the transfer agents named therein.

The purpose and intent of this Letter Agreement is to (i) supplement the Deposit Agreement for the sole purpose of accommodating the issuance of ADSs upon the deposit of Shares by the Company in connection with the conversion of the Bonds in accordance with the terms and conditions of the Indenture and the Agency Agreement (such Shares, the “Conversion Shares”) and (ii) supplement the Deposit Agreement by imposing certain certifications related to the issuance and transfer of the ADSs on the Converting Bondholders during the period in which the transfer of the Bonds (and consequently the transfer of ADSs issued upon the conversion of the Bonds) is restricted. The Company and the Depositary agree that this Letter Agreement shall be filed as an exhibit to the next Registration Statement on Form F-6 filed with the Commission in respect of the ADSs and shall

be filed by the Company with governmental authorities in the Republic of China if required in accordance with applicable Republic of China laws and regulations.

1. Issuances of ADSs upon Conversion of the Bonds.

(a) General. In connection with the offering and sale of the Bonds, the Company requests that the Depositary, and the Depositary agrees upon the terms and subject to the conditions set forth in this Letter Agreement to, establish procedures to enable the deposit of Conversion Shares with the Custodian by the Company on behalf of Converting Bondholders upon conversion of the Bonds in order to enable the issuance by the Depositary to the Converting Bondholders of ownership interests in Conversion Shares in the form of ADSs, upon the terms set forth in the Deposit Agreement as supplemented by the terms of this Letter Agreement.

(b) Authority to Accept Deposit of Conversion Shares and Issue ADSs. The Company hereby confirms that all prior requisite governmental authorities in the Republic of China, including but not limited to, the Republic of China Financial Supervisory Commission (“ROC FSC”), have approved the issuance of the Bonds, the deposit of Conversion Shares into the Company’s ADR facility and the issuance of ADSs in respect thereof, by or on behalf of Converting Bondholders upon conversion of the Bonds. The Company hereby instructs the Depositary, and the Depositary agrees, upon the terms and subject to the conditions set forth in the Deposit Agreement and this Letter Agreement, to issue to Converting Bondholders, upon conversion of the Bonds, ADSs only upon receipt (i) from the Company (or any of its designated agents) of a deposit of the applicable number of Conversion Shares properly designated as Conversion Shares issued pursuant to a conversion of Bonds, (ii) from the Custodian of a SWIFT message setting forth, inter alia, its receipt of the deposit of the applicable number of Conversion Shares set forth in (i) above by the Company, (iii) from the conversion agent named pursuant to the Indenture (the “Conversion Agent”), of a conversion notice (which, subject to Section 2(b)(ii) hereof, incorporates the deposit certification required of Converting Bondholders by the Company and the Depositary upon the conversion of Bonds into ADSs) completed and signed by or on behalf of the Converting Bondholder (with a copy to the Custodian), a form of which is attached hereto as Exhibit A, simultaneous with the deposit of the applicable number of Conversion Shares by the Company set forth in (i) above, and (iv) payment of the fees (including, without limitation, fees payable under Section 1(c) of this Letter Agreement for the issuance and delivery of ADSs upon conversion of the Bonds), taxes and expenses otherwise payable under the terms of the Deposit Agreement upon the deposit of Conversion Shares and the issuance of ADSs. The Company agrees, in addition to its undertakings in the Deposit Agreement, that neither it, nor any of its Affiliates, will at any time request the conversion of the Bonds beneficially owned by any of them into ADSs.

(c) Fees of the Depositary. The Company and the Depositary agree that the Depositary shall, as contemplated in the Deposit Agreement, be authorized to charge to the person receiving ADSs issued in connection with conversion of the Bonds a depositary fee of up to U.S.$0.05 per ADS issued upon the deposit of the Conversion Shares.

2. Restrictions on ADSs.

(a) Restrictions on Deposit and Deposit Certification. For a period of forty (40) days from the closing date of the offering of the Bonds (the “Restricted Period”), the Company hereby instructs the Depositary, and the Depositary hereby agrees, that until the expiration of the Restricted Period, not to accept for deposit any Conversion Shares by the Company on behalf of Converting Bondholders upon conversion of the Bonds unless (x) all conditions applicable to the deposit of Conversion Shares into the ADR facility created pursuant to the terms and subject to the conditions of the Deposit Agreement as supplemented by this Letter Agreement have been satisfied and (y) the Depositary shall have received from the Conversion Agent a duly completed and signed Conversion Notice (which, subject to (b)(ii) below, incorporates the deposit certifications required of Converting Bondholders by the Company and the Depositary).

(b) Notice of Expiration of Restricted Period. The Company hereby agrees to provide written notice to the Depositary, substantially in the form of Exhibit B hereto (the “Restricted Period Notice”), immediately upon the expiration of the Restricted Period. Upon receipt of the Restricted Period Notice from the Company, (i) the ADSs shall no longer be subject to the restrictions described in Section 2(a) of this Letter Agreement and (ii) Converting Bondholders shall no longer be required to provide the deposit certifications required upon the conversion of Bonds into ADSs described in Section 2(a) of this Letter Agreement in order to receive such ADSs.

3. Company Assistance. The Company agrees to (i) provide commercially reasonable assistance to the Depositary upon the request of the Depositary in the establishment of such procedures to enable the acceptance of the deposit by the Company on behalf of Converting Bondholders of the Conversion Shares and the issuance of such ADSs to the Converting Bondholders and (ii) take all commercially reasonable steps requested by the Depositary to ensure that the acceptance of the deposit of the Conversion Shares and the issuance of ADSs to the Converting Bondholders, in each case upon the terms and conditions set forth herein, do not prejudice any substantial existing rights of Holders and Beneficial Owners of ADSs and do not violate the provisions of the Securities Act or any other applicable laws. In furtherance of the foregoing, the Company (i) confirms (after consultation with its U.S. counsel) that the deposit of Conversion Shares hereunder upon conversion of the Bonds in accordance with the terms of the Indenture and the Agency Agreement, and the issuance of ADSs upon deposit of such Conversion Shares in accordance with the terms of this Letter Agreement do not violate the Securities Act and (ii) shall cause its Republic of China counsel to deliver an opinion to the Depositary stating, inter alia, that (a) the Company has duly authorized, executed and delivered this Letter Agreement, (b) this Letter Agreement is a legal valid and binding agreement of the Company enforceable against the Company upon its terms, (c) all requisite approvals have been obtained under the laws of the Republic of China to permit

the deposit of Conversion Shares under the terms of the Deposit Agreement and this Letter Agreement upon conversion of the Bonds, and (d) none of the terms of this Letter Agreement or the transactions contemplated herein violate any laws of the Republic of China or regulation nor any material contract, order, judgment or proceeding which is binding upon the Company.

4. Representations and Warranties. The Company hereby represents and warrants, in lieu of the representations contained in Section 3.3(a) of the Deposit Agreement that (a) the Conversion Shares being deposited by the Company on behalf of Converting Bondholders for the purpose of the issuance of the ADSs will, at the time of deposit, be validly issued, fully paid and non-assessable, and free of any preemptive rights of the holders of outstanding Shares, (b) the Conversion Shares being deposited by the Company on behalf of the Converting Bondholders for the issuance of the ADSs will, at the time of the deposit, rank pari passu in all respects (including as to trading and settlement in the Republic of China) with respect to the other Shares on deposit under the Deposit Agreement that are not Conversion Shares, (c) the Company is, at the time of the deposit, duly authorized to make deposits of any Conversion Shares, on behalf of the Converting Bondholders, (d) the Conversion Shares presented for deposit will be free and clear of any lien, encumbrance, security interest, mortgage or adverse claim, and (e) the Conversion Shares presented for deposit have not been, at the time of the deposit, stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Conversion Shares and the issuance of ADSs in respect thereof.

5. Indemnity. The Company acknowledges and agrees that the indemnification by the Company in favor of the Depositary, the Custodian and their respective officers, directors, employees, agents and affiliates, and the Depositary acknowledges that the indemnification by the Depositary in favor of the Company and its directors, officers, employees, agents and affiliates, under Section 5.8 of the Deposit Agreement shall apply to the acceptance of Conversion Shares for deposit and the issuance of ADSs in respect thereof, in each case upon the terms set forth herein, as well as to any other acts performed or omitted by the Depositary and the Company, as contemplated by this Letter Agreement.

6. Governing Law. This Letter Agreement shall be interpreted under, and all the rights and obligations hereunder shall be governed by, the laws of the State of New York.

The Company and the Depositary have caused this Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above.


UNITED MICROELECTRONICS CORPORATION

By:		/s/ Stan Hung
Name:		Stan Hung
Title:		CFO

Agreed to as of the date set forth above:

CITIBANK, N.A., as Depositary


By:		/s/ Susan A. Lucanto
Name:		Susan A. Lucanto
Title:		Vice President

EXHIBITS

Conversion Notice

Restricted Period Notice

EXHIBIT A

Letter Agreement, dated as of October 5, 2005

(the “Letter Agreement”), by and between

UNITED MICROELECTRONICS CORPORATION

and CITIBANK, N.A.

FORM OF CONVERSION NOTICE

Form of Bond Conversion Notice

BOND CONVERSION NOTICE

UNITED MICROELECTRONICS CORPORATION

US$381,400,000

Zero Coupon Convertible Bonds due 2008

PLEASE READ THE NOTES AT THE END OF THIS NOTICE BEFORE COMPLETING THIS NOTICE.

Please fax the completed Bond Conversion Notice to:

Citibank, N.A. - Conversion Agent

5 Carmelite Street

London EC4Y OPA

United Kingdom

Fax No.: +44 207 508 3880

Attention: Conversion Agent

Please enter principal amount and serial or identifying numbers of Bonds to be converted:


Total principal amount of Bonds:

Serial or identifying number of Bonds*:

ISIN number of Bonds:		XS0231460709

*	Not required for Bonds represented by a Global Bond.

A-1

TO:	Citibank, N.A. – Trustee, Registrar and Principal Paying Agent

Citibank, N.A. - Conversion Agent

Citibank, N.A. – ADS Depositary

United Microelectronics Corporation (the “Company”)

I/We, being the holder of the Bonds specified above, hereby irrevocably elect to convert such Bonds or portion thereof (which is US$10,000 or an integral multiple of US$10,000 in excess thereof) into American Depositary Shares (“ADS(s)”), each ADS representing five (5) Shares, in each case in accordance with Condition 6 of the terms and conditions of the Bonds.

Please read and complete Items A through G (as applicable) below:

A.	*Delivery Instructions for ADSs (CUSIP No. 910873207):*


DTC Participant Account No.:*

Account No. for investor at DTC Participant (f/b/o information):

Contact person at DTC Participant:

Daytime Telephone Number of contact person at DTC Participant:

Email of contact person at DTC Participant:

*	The ADSs will be delivered to DTC participant specified above on RVP/DVP basis against payment of Depositary’s issuance fee of up to US$0.05 per ADS issued.

B.	The Bonds converted hereby and any documents required in relation to the declarations below or to verify the same accompany this form.

I/we hereby declare that I/we have been notified by the Company that the Company’s register of shareholders may be closed from time to time. I/We hereby declare that any applicable condition to conversion of the Bonds, if any, has been complied with by me/us, that I/We am/are not acting on behalf of the Company or any of its affiliates and that the ADSs issuable upon conversion are not when received by the converting bondholder “restricted securities” under the U.S. Securities Act of 1933, as amended.

I/We hereby declare that (i) all stamp, issue, registration or similar taxes and duties payable on conversion of the Bonds in the jurisdiction where the Bonds are delivered to the Conversion Agent have been paid and (ii) all fees, costs and expenses related to the Depositary’s issuance and delivery of the ADSs in connection with the conversion of the Bonds have been paid to the Depositary in full.

SPECIAL NOTE: PLEASE BE ADVISED THAT ITEMS E-1 AND E-2 MUST BE COMPLETED ONLY IF YOU OR YOUR CUSTOMER IS REQUESTING CONVERSION INTO ADSs PRIOR TO THE EXPIRATION OF FORTY (40) DAYS FROM THE CLOSING DATE OF THE COMPANY’S OFFERING OF ZERO COUPON CONVERTIBLE BONDS DUE 2008.

A-2

E-1.	I/we are providing the information below in connection with the conversion of Bonds and the request for issuance of ADSs.

I/we certify that either:

[tick one]

¨ We are, or at the time the Shares issued upon the conversion of Bonds are deposited and at the time the ADSs are issued in respect thereof, will be, (i) the beneficial owner of the Shares issued upon the conversion of Bonds being deposited and the ADSs issued in respect thereof, (ii) not a “U.S. person” (as defined in Regulation S of the Securities Act) and (iii) located outside the United States (as defined in Regulation S under the Securities Act).

¨ We are a broker-dealer acting on behalf of our customer and our customer has confirmed to us that it is, or at the time the Shares issued upon the conversion of Bonds are deposited and at the time the ADSs are issued in respect thereof will be, (i) the beneficial owner of the Shares issued upon conversion of Bonds being deposited and the ADSs issued in respect thereof, (ii) not a “U.S. person” (as defined in Regulation S of the Securities Act) and (iii) located outside the United States (as defined in Regulation S of the Securities Act).

AND

E-2.

I hereby agree (or if I am a broker-dealer, our customer has confirmed to me that it agrees) that prior to the expiration of forty (40) days after the closing date of the offering of the Company’s Zero Coupon Convertible Bonds Due 2008, I (or it) will offer, sell, pledge or otherwise transfer the ADSs received or the Shares represented thereby only outside the United States and only to a person other than a “U.S. person” (as defined in Regulation S of the Securities Act).

I/we certify that:

[tick one]

(i) I am not/ None of we are a “Related Person” of the Company (as defined below).

(ii) I, or the person whose name and nationality is , is a “Related Person” of the Company (as defined below).

A-3

G.	Converting Bondholder Information and Signature:

Please complete the following information with respect to the converting bondholder


Name:

Date:

Signature:

Nationality:

Address:



Contact Person:

Daytime Telephone No.:

Fax No.:

Under current ROC law, regulations and policy, PRC persons are not permitted to hold or convert the Bonds or to register as shareholders of the Company unless they obtain approval from a competent governmental authority. Currently, due to the absence of relevant rules and guidelines, PRC persons are not permitted to invest in ROC companies. Under current ROC law, a “PRC person” means an individual holding a passport issued by the PRC, a resident of any area of China under the effective control or jurisdiction of the PRC (but not including a special administrative region of the PRC such as Hong Kong or Macau, if so excluded by applicable laws of the ROC), any agency or instrumentality of the PRC and any corporation, partnership or other entity organized under the laws of any such area or controlled or beneficially owned by any such person, resident, agency or instrumentality.

A-4

For Conversion Agent’s use only:


1.	(A)	Bonds conversion identification reference: United Microelectronics Zero Coupon Bonds Due 2008 (ISIN: XS0231460709) – CITIUS ___________________________________

	(B)	Deposit Date: ___________________________________

	(C)	Conversion Date: ___________________________________

2.	(A)	Aggregate principal amount of Bonds deposited for conversion: ___________________________________

	(B)	Conversion Price on Conversion Date: ___________________________________

	(C)	Number of Shares to be deposited by the Company with the Custodian for the Depositary upon conversion of Bonds (evenly divisible by five):


(A)		=
(B)		=


	(D)	Number of ADSs deliverable: ___________________________________ (no fractions to be delivered)

3.	(If applicable) amount of cash payment due to converting Holder due to a consolidation or re-classification of Shares: ___________________________________.

N.B.	The Conversion Agent must complete items 1, 2 and 3.

Upon receipt, a copy of this Bond Conversion Notice shall be forwarded to:

Citibank, N.A.

Depositary Receipts Department

15^th Floor

111 Wall Street

New York, New York 10043

Attention: Roseanne Devonshire

Facsimile No.: (212) 825-2029

A-5

EXHIBIT B

Letter Agreement, dated as of October 5, 2005

(the “Letter Agreement”), by and between

UNITED MICROELECTRONICS CORPORATION

and CITIBANK, N.A.

RESTRICTED PERIOD NOTICE

[Letterhead of UMC]

Via Facsimile

, 2005

Citibank, N.A.

GDR Department

388 Greenwich Street

New York, New York 10013

Facsimile Number: (212) 816-6865

Attention: Depositary Receipt Administration

Re: United Microelectronics Corporation

Ladies and Gentlemen:

Reference is hereby made to the Deposit Agreement, dated as of September 21, 2000, by and among United Microelectronics Corporation, a company incorporated under the laws of the Republic of China (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and the Holders and Beneficial Owners from time to time of American Depositary Shares (the “ADSs”) evidenced by American Depositary Receipts (the “ADRs”) issued thereunder, as supplemented by a Letter Agreement, dated as of October 5, 2005, by and between the Company and the Depositary (the “Letter Agreement”), and as otherwise amended and supplemented from time to time (as so supplemented, the “Deposit Agreement”). All capitalized terms used buy not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement or the Letter Agreement, as the case may be.

Pursuant to Section 2(b) of the Letter Agreement, we hereby confirm that (i) the Restricted Period (as defined in the Letter Agreement) with regard to the Bonds expired on , 2005, and (ii) upon receipt of this notice, (x) the ADSs shall no longer be subject to the restrictions described in Section 2(a) of the Letter Agreement and (y) Converting Bondholders shall no longer be required to provide the deposit certifications incorporated in the Conversion Notice and required by the Company and the Depositary upon the conversion of Bonds into ADSs.

[SIGNATURE PAGE TO FOLLOW]

B-1


Very truly yours,

UNITED MICROELECTRONICS CORPORATION

By:
Name:
Title:

B-2

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