UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
June 12, 2018
(Commission File Number: 001-15128)
United Microelectronics Corporation
(Translation of registrant’s name into English)
No.3 Li Hsin Road II
Science Park
Hsinchu, Taiwan, R.O.C.
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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United Microelectronics Corporation |
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By: |
Chitung Liu |
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Name: |
Chitung Liu |
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Title: |
CFO |
Date: June 12, 2018
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EXHIBIT INDEX
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Exhibit |
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Description |
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99 |
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6K on 06/12/2018 |
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www.umc.com
Exhibit
Exhibit Description
99.1 Announcement on 2018/06/12: Important Resolutions from UMC's 2018 Annual General Meeting
99.2 Announcement on 2018/06/12: The Company's re-election of directors at 2018 Annual General Meeting
99.3 Announcement on 2018/06/12: UMC's 2018 Annual General Meeting has approved to release the newly elected Director from non-competition restrictions
99.4 Announcement on 2018/06/12: Stan Hung is elected as Chairman unanimously by the Board of Directors
99.5 Announcement on 2018/06/12: UMC announces newly appoint members of the 4th term of Audit Committee
99.6 Announcement on 2018/06/12: UMC announces board resolution to appoint members of the 4th term of Remuneration Committee
99.7 Announcement on 2018/06/12: UMC announces board resolution to appoint members of the 2nd term of Nominating Committee
99.8 Announcement on 2018/06/12: The Board of Directors resolved to adjust cash dividend ratio
99.9 Announcement on 2018/06/12: The Company announced the record date for cash dividend
Important Resolutions from UMC's 2018 Annual General Meeting
1. Date of the shareholders' meeting: 2018/06/12
2. Important resolutions (1) profit distribution/deficit compensation:
Approved the Company’s 2017 earnings distribution
The 2017 cash distribution to stockholders totaled NT$8,557 million
10,497,899,199 shares were represented at the time of voting
(including 7,225,983,982 shares voted via electronic transmission)
Votes for: 9,739,914,857 votes; 92.78% of the total represented at the time of voting
Votes against: 2,209,316 votes; 0.02% of the total represented at the time of voting
Votes invalid: 600,000 votes; 0.01% of the total represented at the time of voting
Votes abstained: 755,175,026 votes; 7.19% of the total represented at the time of voting
3. Important resolutions (2) amendments of thecoporat charter:
Approved to amend the Company’s Articles of Incorporation
10,497,899,199 shares were represented at the time of voting
(including 7,225,983,982 shares voted via electronic transmission)
Votes for: 9,737,425,559 votes; 92.76% of the total represented at the time of voting
Votes against: 4,315,971 votes; 0.04% of the total represented at the time of voting
Votes invalid: 0 votes; 0.00% of the total represented at the time of voting
Votes abstained: 756,157,669 votes; 7.20% of the total represented at the time of voting
4. Important resolutions (3) business report and financial statements:
Approved the Company’s 2017 business report and financial statements
10,497,899,199 shares were represented at the time of voting
(including 7,225,983,982 shares voted via electronic transmission)
Votes for: 9,669,641,442 votes; 92.11% of the total represented at the time of voting
Votes against: 3,273,737 votes; 0.03% of the total represented at the time of voting
Votes invalid: 0 votes; 0.00% of the total represented at the time of voting
Votes abstained: 824,984,020 votes; 7.86% of the total represented at the time of voting
5. Important resolutions (4) elections of board of directors and supervisors:
Elect the Company's 14th term of directors
Stan Hung, 12,131,439,482 votes
Cheng-Li Huang, 8,933,358,536 votes
Lih J. Chen, 8,875,552,659 votes
Jyuo-Min Shyu, 8,874,699,973 votes
Wenyi Chu, 8,874,446,931 votes
Chung Laung Liu, 7,863,204,042 votes
Ting-Yu Lin, 7,730,002,999 votes
SC Chien, Representative of Hsun Chieh Investment Co., Ltd., 7,670,807,600 votes
Jason Wang, Representative of Silicon Integrated Systems Corp., 7,670,022,977 votes
6. Important resolutions (5) other proposals:
1) Approved the issuance plan for private placement of common shares ADR/GDR or CB/ECB, including Secured or Unsecured Corporate Bonds, no more than 10% of registered capital
10,497,899,199 shares were represented at the time of voting
(including 7,225,983,982 shares voted via electronic transmission)
Votes for: 8,504,213,954 votes; 81.01% of the total represented at the time of voting
Votes against: 1,155,518,472 votes; 11.01% of the total represented at the time of voting
Votes invalid: 0 votes; 0.00% of the total represented at the time of voting
Votes abstained: 838,166,773 votes; 7.98% of the total represented at the time of voting
2) Approved to release the newly elected Director from non-competition restrictions
10,497,899,199 shares were represented at the time of voting
(including 7,225,983,982 shares voted via electronic transmission)
Votes for: 9,085,371,412 votes; 86.54% of the total represented at the time of voting
Votes against: 539,526,855 votes; 5.14% of the total represented at the time of voting
Votes invalid: 0 votes; 0.00% of the total represented at the time of voting
Votes abstained: 873,000,932 votes; 8.32% of the total represented at the time of voting
7. Any other matters that need to be specified: None.
The Company's re-election of directors at 2018 Annual General Meeting
1. Date of occurrence of the change: 2018/06/12
2. Appointment of or changed personnel (juristic-person director, juristic-person supervisor, independent director, natural-person director or natural-person supervisor):
juristic-person director, independent director, natural-person director
3. Title, name and resume of the replaced personnel:
Stan Hung, Chairman & CSO, UMC
Chung Laung Liu, Academician, Academia Sinica
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Ting-Yu Lin, Chairman, Sunrox International Inc.
Hsun Chieh Investment Co., Ltd. Representative: Chitung Liu, Vice President & CFO, UMC
UMC Science and Culture Foundation Representative: SC Chien, President, UMC
Silicon Integrated Systems Corp. Representative: Jason Wang, President, UMC
4. Title, name and resume of the new personnel:
Stan Hung, Chairman & CSO, UMC
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Professor, Department of Computer Science, National Tsing Hua University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
Chung Laung Liu, Academician, Academia Sinica
Ting-Yu Lin, Chairman, Sunrox International Inc.
Hsun Chieh Investment Co., Ltd. Representative: SC Chien, President, UMC
Silicon Integrated Systems Corp. Representative: Jason Wang, President, UMC
5. Type of the change (please enter: “resignation”, “discharge”, “tenure expired”, “death” or “new appointment” ): tenure expired
6. Reason for the change: Re-election
7. Number of shares held by the new personnel at the time of appointment:
Stan Hung：16,341,452 shares
Cheng-li Huang: 0 share
Lih J. Chen：0 shares
Jyuo-Min Shyu：0 shares
Wenyi Chu：0 shares
Chung Laung Liu：0 share
Ting-Yu Lin：12,547,222 shares
Hsun Chieh Investment Co., Ltd. Representative SC Chien: 441,371,000 shares
Silicon Integrated Systems Corp. Representative Jason Wang: 315,380,424 shares
8. Original term (from __________ to __________): 2015/06/09~2018/06/08
9. Effective date of the new appointment: 2018/06/12
10. Rate of turnover of directors of the same term: Not Applicable
11. Rate of turnover of supervisor of the same term: Not Applicable
12. Rate of turnover of independent director of the same term: Not Applicable
13. Change in one-third or more of directors (“Yes” or “No”): No
14. Any other matters that need to be specified: None
UMC's 2018 Annual General Meeting has approved to release the newly elected Director from non-competition restrictions
1. Date of the shareholders' meeting resolution: 2018/06/12
2. Name and title of the director with permission to engage in competitive conduct:
(1)Director Chung Laung Liu
(2)Director SC Chien
(3)Director Jason Wang
3. Items of competitive conduct in which the director is permitted to engage:
(1)Director Chung Laung Liu
Director, Macronix International Co., Ltd.
Independent director, Powerchip Semiconductor Corp.
(2)Director SC Chien
Director, United Semiconductor (XIAMEN) Co., Ltd.
Director, Wavetek Microelectronics Corporation
(3)Director Jason Wang
Director, Wavetek Microelectronics Corporation
4. Period of permission to engage in the competitive conduct:
Same as the period of 14th term of Board of Directors
5. Circumstances of the resolution (please describe the results of the voting under Article 209 of the Company Act):
Proposal Approved Upon Voting, Voting Result:
10,497,899,199 shares were represented at the time of voting
(including 7,225,983,982 shares voted via electronic transmission)
Votes for: 9,085,371,412 votes; 86.54% of the total represented at the time of voting
(including 5,857,654,519 shares voted via electronic transmission)
Votes against: 539,526,855 votes; 5.14% of the total represented at the time of voting
(including 539,524,855 shares voted via electronic transmission)
Votes invalid: 0 votes; 0.00% of the total represented at the time of voting
(including 0 shares voted via electronic transmission)
Votes abstained: 873,000,932 votes; 8.32% of the total represented at the time of voting
(including 828,804,608 shares voted via electronic transmission)
6. If the permitted competitive conduct is business of a mainland China area enterprise, the name and title of the director (if it is not business of a mainland China area enterprise, please enter "not applicable" below):
Hsun Chieh Investment Co., Ltd. Representative: SC Chien
7. Company name of the mainland China area enterprise and the director's position in the enterprise:
Director, United Semiconductor (Xiamen) Co., Ltd.
8. Address of the mainland China area enterprise:
No. 899, Wanjiachun Road, Xiang'an District, Xiamen City, Fujian Province, China
9. Business items of the mainland China area enterprise: Sales and manufacturing of integrated circuits
10. Degree of effect on the Company's finances and business: None
11. If the director has invested in the mainland China area enterprise, the monetary amount of the director's investment and the director's shareholding ratio: Not applicable
12. Any other matters that need to be specified: None
Stan Hung is elected as Chairman unanimously by the Board of Directors
1. Date of the board of directors’ resolution or date of occurrence of the change: 2018/06/12
2. Type of personnel (chairman or general manager): chairman
3. Name and resume of the replaced personnel:
Stan Hung Chairman & CSO, UMC
4. Name and resume of the new personnel:
Stan Hung Chairman & CSO, UMC
5. Type of the change (please enter: “resignation”, “conge”, “tenure expired” ,“position adjustment”, “dismissal”, “retirement”, “death” or “new appointment” ): tenure expired
6. Reason for the change: Re-election of the directors at 2018 AGM
7. Effective date of the new appointment: 2018/06/12
8. Any other matters that need to be specified: None
UMC announces newly appoint members of the 4th term of Audit Committee
1. Date of occurrence of the change: 2018/06/12
2. Name of the functional committees: Audit Committee
3. Name and resume of the replaced member:
Chung Laung Liu, Academician, Academia Sinica
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
4. Name and resume of the new member:
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Professor, Department of Computer Science, National Tsing Hua University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
5. Type of the change (please enter: “resignation”, “discharge”, “tenure expired” , “death” or “new appointment”): Tenure expired
6. Reason of the change: Re-election
7. Original term (from __________ to __________): 2015/06/09~2018/06/08
8. Effective date of the new member: 2018/06/12
9. Any other matters that need to be specified: None
UMC announces board resolution to appoint members of the 4th term of Remuneration Committee
1. Date of occurrence of the change: 2018/06/12
2. Name of the functional committees: Remuneration Committee
3. Name and resume of the replaced member:
Chung Laung Liu, Academician, Academia Sinica
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
4. Name and resume of the new member:
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Professor, Department of Computer Science, National Tsing Hua University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
5. Type of the change (please enter: “resignation”, “discharge”, “tenure expired” , “death” or “new appointment”): tenure expired
6. Reason of the change: Re-election
7. Original term (from __________ to __________): 2015/06/17~2018/06/16
8. Effective date of the new member: 2018/06/12
9. Any other matters that need to be specified: None
UMC announces board resolution to appoint members of the 2nd term of Nominating Committee
1. Date of occurrence of the change: 2018/06/12
2. Name of the functional committees: Nominating Committee
3. Name and resume of the replaced member:
Chung Laung Liu, Academician, Academia Sinica
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
4. Name and resume of the new member:
Cheng-Li Huang, Professor, Department of Accounting, Tamkang University
Lih J. Chen, Distinguished Chair Professor, National Tsing Hua University
Jyuo-Min Shyu, Professor, Department of Computer Science, National Tsing Hua University
Wenyi Chu, Professor, Department of Business Administration, National Taiwan University
5. Type of the change (please enter: “resignation”, “discharge”, “tenure expired” , “death” or “new appointment”): tenure expired
6. Reason of the change: Re-election
7. Original term (from __________ to __________): 2017/12/13~2020/12/12
8. Effective date of the new member: 2018/06/12
9. Any other matters that need to be specified: None
The Board of Directors resolved to adjust cash dividend ratio
1. Date of the resolution of the board of directors or shareholders’ meeting: 2018/06/12
2. Type and monetary amount of original dividend distribution:
Cash dividend NTD$8,557,023,101, each common share is entitled to receive NTD$0.7
3. Type monetary amount of dividend distribution after the change:
Cash dividend NTD$8,557,023,101, each common share is entitled to receive NTD$0.71164307
4. Reason for the change:
Due to the company have completed the 18th share repurchase program, the number of outstanding common shares changed accordingly, resulting in the adjustment of cash dividend ratio
5. Any other matters that need to be specified: None
The Company announced the record date for cash dividend
1. Date of the resolution by the board of directors or shareholders' meeting or decision by the Company: 2018/06/12
2. Type of ex-rights or ex-dividend (please enter: “Ex-rights”, “Ex-dividend”, or “Ex-rights and dividend”): Ex-dividend
3. Type and monetary amount of dividend distribution:
Cash dividend NTD$8,557,023,101, each common share is entitled to receive NTD$0.71164307
4. Ex-rights (ex-dividend) trading date: 2018/07/10
5. Last date before book closure: 2018/07/11
6. Book closure starting date: 2018/07/12
7. Book closure ending date: 2018/07/16
8. Ex-rights (ex-dividend) record date: 2018/07/16
9. Any other matters that need to be specified:
Cash dividend for common shares is estimated to be paid on 2018/07/31