www.umc.com
Exhibit
Exhibit Description
99.1 | Announcement on 2017/02/22: Important Resolutions from 13th term 12th Board Meeting |
99.2 | Announcement on 2017/02/22: Board Meeting Resolution on dividend distribution |
99.3 | Announcement on 2017/02/22: Announcing termination of private equity offering which was approved by 2015 shareholders’ meeting |
99.4 | Announcement on 2017/02/22: UMC Board Meeting has resolved the proposal for private placement based on future operation needs |
99.5 | Announcement on 2017/02/22: The announcement of UMC Board of Director’s Resolution to convene the Annual General Meeting |
99.6 | Announcement on 2017/02/22: Announcement to change Chartered Public Accountant due to the internal reorganization of the CPA firm |
99.7 | Announcement on 2017/02/22: UMC’s donation to UMC Science and Culture Foundation |
99.8 | Announcement on 2017/02/22: The Board of Directors resolved to release the managerial officer from non-competition restrictions |
Exhibit 99.1
Important Resolutions from 13th term 12th Board Meeting
1. Date of occurrence of the event: 2017/02/22
2. Company name: UNITED MICROELECTRONICS CORP.
3. Relationship to the Company (please enter “head office” or “subsidiaries”): head office
4. Reciprocal shareholding ratios: N/A.
5. Cause of occurrence:
The board meeting has approved important resolutions as follows:
(1) Approved the 2016 Business Report and Financial Statements.
The Company’s consolidated revenue for 2016 was NT$147,870 million and net income attributable to the stockholders of the parent was NT$8,316 million, with EPS of NT$0.68.
(2) Approved the 2016 employee cash compensation of NT$930.6 million and director compensation of NT$9.7 million.
(3) Approved Dividend Distribution.(approximately NT$0.50 per share)
(4) Approved termination of the issuance plan for private placement, which was approved at 2016 Annual General Meeting.
(5) Approved the proposal for private placement based on future operation needs and will propose at the 2017 Annual General Meeting for discussion.
(6) The 2017 Annual General Meeting will be held at 9:00 AM on Thursday, June 8, 2017 at UMC’s Fab8S Conference Hall, located at No. 16, Creation Rd. 1, Hsinchu Science Park.
(7) Approved to endorse and guarantee the syndication loan for United Semiconductor (Xiamen) Co., Ltd.; the total amount will be no more than US$310 million.
(8) Approved to change Chartered Public Accountant due to the internal reorganization of the CPA firm.
(9) Approved UMC’s donation of NTD$12 million, to UMC Science and Culture Foundation.
(10) Approved to release the managerial officer from non-competition restrictions
6. Countermeasures: N/A
7. Any other matters that need to be specified: None
Exhibit 99.2
Board Meeting Resolution on dividend distribution
1. Date of the board of directors resolution: 2017/02/22
2. Appropriations of earnings in cash dividends to shareholders (NT$ per share):0.50
3. Cash distributed from legal reserve and capital surplus to shareholders (NT$ per share):0
4. Total amount of cash distributed to shareholders (NT$):6,112,159,358
5. Appropriations of earnings in stock dividends to shareholders (NT$ per share):0
6. Stock distributed from legal reserve and capital surplus to shareholders (NT$ per share):0
7. Total amount of stock distributed to shareholders (shares):0
8. Any other matters that need to be specified: None
Exhibit 99.3
Announcing termination of private equity offering which was approved by 2015 shareholders’ meeting
1. Date of the board of directors resolution for the change: 2017/02/22
2. Dates of effective registration of the original plan: 2016/06/07
3. Reason for the change:
(1)The Company’s 2016 AGM has authorized the Board to raise capital from private placement, through issuing instruments such as common shares, DRs (including but not limited to ADS), or Euro/Domestic convertible bonds (including secured or unsecured corporate bonds), based on market conditions and the Company’s needs. The amount of shares issued or convertible is proposed to be no more than 10% of total share issued (i.e., no more than 1,275,813,291 shares)
(2)According to item 6, Article 43-6, Security and Exchange Act, the private placement offering shall be conducted in separate instances within one year after AGM approval.
(3)The approval will expire on 2017/06/06. Considering changes from market conditions, the Board has resolved to terminate the private placement offering.
4. Content of each and every successive past changed plan for raising of funds before and after change: Not applicable
5. Anticipated timetable for execution: Not applicable
6. Anticipated completion date: Not applicable
7. Anticipated possible benefits: Not applicable
8. Difference with original anticipated benefits: Not applicable
9. Effect of the current change on shareholder equity: Not applicable
10. Abstract of the original lead underwriter’s appraisal opinion: Not applicable
11. Any other matters that need to be specified: None
Exhibit 99.4
UMC Board Meeting has resolved the proposal for private placement based on future operation needs
1. Date of the board of directors resolution: 2017/02/22
2. Types of the private placement: common shares, ADR/GDR, or CB/ECB
3. Buyers of the private placement and their relationships with the company: Strategic investors; None
4. Number of shares or bonds privately placed: No more than 1,262,431,871 shares
5. Total monetary amount of the private placement: No more than 1,262,431,871 shares
6. The pricing basis of private placement and its reasonableness: The price determination shall also follow regulations from government authorities. Considering that Security and Exchange Act has set a no-trading period of 3 years on private placement securities, the price determination above shall be reasonable.
7. Use of the funds raised in the private placement: To provide the flexibility to engage semiconductor technology cooperation or alliance with major companies, and meanwhile to supplement operating capital for future needs. However, there is no specific plan at this moment.
8. Reasons for conducting non-public offerings: Considering the capital market status, effectiveness, feasibility, costs to raise capital, introducing strategic investors into the company, and the no-trading period of 3 years, it is better to maintain the long term relationship with strategic partners by such security issuance of private placement. So the Company proposed to raise capital through private placement, rather than public offering.
9. Objections or qualified opinions from independent Board of Directors: None
10. Date of pricing: To be determined by the Board after authorization from AGM.
11. Recommended price: The price of privately placed common shares shall be set by no less than the reference price.
The reference price shall be the higher of the following two calculations:
(a) The simple average closing price of the common shares of the company for either the one, three, or five business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
(b) The simple average closing price of the common shares of the company for the thirty business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. The issuance price of convertible corporate bonds shall be set by no less than theoretical price. The theoretical price shall be calculated based on selected pricing model shall encompass, and include the concurrent consideration of, the various rights included in the terms of issuance. The determination of pricing date, actual reference price, theoretical price and issuance price will be authorized to the Board considering the regulations foresaid, market status, environment conditions and the specific parties.
12. Shares price, conversion or subscription price: To be determined by the Board after authorization from AGM.
13. Rights and obligations of the new private placement shares: Besides the transfer limitation ruled by Article 43-8, Securities and Exchange Act, the rights and obligations are the same as what of common shares.
14. The record date for share conversion, if conversion, exchange, or subscription rights are attached: N/A
15. Possible dilution of equity, if conversion, exchange, or subscription rights are attached: No more than 10% of total share issued.
16. Possible influence of change in shareholding, if conversion or subscription rights are fully attached: NA
17. Countermeasures of the aforesaid estimate change in shareholding: N/A
18. Any other matters that need to be specified: The issuance plan for this private placement for either common shares, ADR/GDR, or CB/ECB, including price, total amount, terms and conditions, record date etc and others matters, will be determined by the Board after authorization from AGM. The Board can adjust the issuance plan based on market conditions, operation needs or indications from government authorities, if any. To proceed the issuance plan for this private placement, AGM will authorize the Chairman to represent the Company to execute and sign any documentation or agreement.
Exhibit 99.5
The announcement of UMC Board of Director’s Resolution to convene the Annual General Meeting
1. Date of the board of directors resolution: 2017/02/22
2. Date for convening the shareholders’ meeting: 2017/06/08
3. Location for convening the shareholders’ meeting: UMC’s Fab8S Conference Hall(No. 16, Creation Rd. 1, Hsinchu Science Park)
4. Cause or subjects for convening the meeting
(1)Report Items:
1. 2016 business report
2. Audit Committee’s report of 2016 audited financial reports
3. 2016 distributable compensation for employees and directors
4. The status of private placement
5. The issuance of the corporate bonds
6. The status of the 17th share repurchase program
5. Cause or subjects for convening the meeting
(2)Matters for Ratification:
1. The Company’s 2016 business report and financial statements
2. The Company’s 2016 earnings distribution
6. Cause or subjects for convening the meeting
(3)Matters for Discussion:
1. To amend the Company’s Articles of Incorporation
2. To amend the Company’s “Acquisition or Disposal of Assets Procedure”
3. To amend the Company’s “Financial Derivatives Transaction Procedure”
4. To amend the Company’s “Loan Procedure”
5. To amend the Company’s “Endorsements and Guarantees Procedure”
6. To propose the issuance plan of private placement for common shares, ADR/GDR or CB/ECB, including secured or unsecured corporate bonds. The amount of shares issued or convertible is proposed to be no more than 10% of registered capital.
7. Cause or subjects for convening the meeting
(4)Elections: None
8. Cause or subjects for convening the meeting
(5)Other Proposals: None
9. Cause or subjects for convening the meeting
(6)Extemporary Motions: None
10. Book closure starting date: 2017/04/10
11. Book closure ending date: 2017/06/08
12. Any other matters that need to be specified: None
Exhibit 99.6
Announcement to change Chartered Public Accountant due to the internal reorganization of the CPA
firm
1. Date of occurrence of the event: 2017/02/22
2. Name of the original accounting firm and name of the original CPA:
Name of CPA office: ERNST & YOUNG
Name of CPA (1): Kuo, Shao-Pin
Name of CPA (2): Song, Meng-Lin
3. Name of the new accounting firm and name of the new CPA:
Name of CPA office: ERNST & YOUNG
Name of CPA (1): Kuo, Shao-Pin
Name of CPA (2): Chiu, Wan-Ju
4. Reason for the replacement: The internal reorganization.
5. Was there any divergence in opinion between the Company and the original CPA concerning accounting principles or audit matters?(If so, please specify.) : None
6. Any other matters that need to be specified: None
Exhibit 99.7
UMC’s donation to UMC Science and Culture Foundation
1. Date of occurrence of the event: 2017/02/22
2. The reason for the donation: For the promotion of culture education
3. The total amount of the donation: NT$12 million
4. Counterparty to the donation: UMC Science and Culture Foundation
5. Relationship to the Company: A non-profit organization of which the funds donated from the enterprise exceeds one third of the non-profit organization’s total funds
6. Name and resume of the independent director that expressed objection
or reservation: None
7. Contents of the objection or reservation: None
8. Any other matters that need to be specified: None
Exhibit 99.8
The Board of Directors resolved to release the managerial officer from non-competition restrictions
1. Date of the board of directors resolution: 2017/02/22
2. Name and title of the managerial officer with permission to engage in competitive conduct: Stephen K Chen, Senior Vice President
3. Items of competitive conduct in which the officer is permitted to engage: To act as the President of Fujian Jin Hua Integrated Circuit Co., Ltd.
4. Period of permission to engage in the competitive conduct: Within one year from the date of employment
5. Circumstances of the resolution (please describe the results of the voting under Article 32 of the Company Act): Approved.
6. If the permitted competitive conduct is business of a mainland China area enterprise, the name and title of the managerial officer (if it is not business of a mainland China area enterprise, please enter “not applicable” below): Stephen K Chen, Senior Vice President
7. Company name of the mainland China area enterprise and the officer’s position in the enterprise: The President of Fujian Jin Hua Integrated Circuit Co., Ltd.
8. Address of the mainland China area enterprise: 6th floor, Podium of electric power company building , Meiling street, Jinjiang city, Fujian province, China
9. Business items of the mainland China area enterprise: DRAM Manufacturing
10. Degree of effect on the Company’s finances and business: None
11. If the managerial officer has invested in the mainland China area enterprise, the monetary amount of the officer’s investment and the officer’s shareholding ratio: None
12. Any other matters that need to be specified: None