www.umc.com
Exhibit
Exhibit Description
99.1 Announcement on 2020/09/29: To represent subsidiary United Semiconductor Japan Co., Ltd. and subsidiary UMC Group Japan on the announcement of merger
99.2 Announcement on 2020/10/16: Represent subsidiary Nexpower Technology Corporation to announce its board's resolution to dissolve and liquidate the Company
99.3 Announcement on 2020/10/21: UMC will convene Q3 2020 Investor Conference
99.4 Announcement on 2020/10/08: September Revenue
99.5 Announcement on 2020/10/15: the trading and pledge of UMC common shares by directors, executive officers and 10% shareholders of UMC
To represent subsidiary United Semiconductor Japan Co., Ltd. and subsidiary UMC Group Japan on the announcement of merger
1. Type of merger and acquisition (e.g. merger, spin-off, acquisition, or share transfer): merger
2. Date of occurrence of the event: 2020/09/29
3. Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred):
United Semiconductor Japan Co., Ltd. and UMC Group Japan
4. Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer):
United Semiconductor Japan Co., Ltd. merges UMC Group Japan
5. Whether the counterparty of the current transaction is a related party: yes
6. Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders’ equity:
United Semiconductor Japan Co., Ltd., the Company’s subsidiary with 100% ownership
UMC Group Japan, the Company’s subsidiary with 100% ownership
7. Purpose of the merger and acquisition: Simplify investment structure and integrate the consolidation of resources
8. Anticipated benefits of the merger and acquisition: Consolidation of resources and re-organization
9. Effect of the merger and acquisition on net worth per share and earnings per share:
The merger between subsidiaries of the Company will not create impact to net worth per share and earnings per share
10. Share exchange ratio and calculation assumptions:
According to the local laws and regulations, no share conversion ratio applies due to the reorganization of the inter-group companies.
11. Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: n/a
12. Name of accounting, law or securities firm: n/a
13. Name of CPA or lawyer: n/a
14. Practice certificate number of the CPA: n/a
15. Estimated date of completion: November 1, 2020
16. Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company:
United Semiconductor Japan Co., Ltd. will carry 100% assets and liabilities of UMC Group Japan after the merger
17. Basic information of companies participating in the merger:
United Semiconductor Japan Co., Ltd.: semiconductor wafer fabrication
UMC Group Japan: sales office in Japan
18. Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company. The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no. Matters related to the reduction, if any, in capital of the spun-off company) (note: not applicable for announcements unrelated to spin-offs): n/a
19. Conditions and restrictions for future transfer of shares resulting from the merger and acquisition: n/a
20. Other important terms and conditions: n/a
21. Any objections from directors to the transaction: none
22. Whether the transaction involved in change of business model: n/a
23.Details on change of business model:
After UMC Group Japan merged into United Semiconductor Japan Co., Ltd., United Semiconductor Japan Co., Ltd. is responsible for the original local wafer sales business in Japan
24. Details on transactions with the counterparty for the past year and the expected coming year: n/a
25. Source of funds: n/a
26. Any other matters that need to be specified: n/a
Represent subsidiary Nexpower Technology Corporation to announce its board's resolution to dissolve and liquidate the Company
1. Date of occurrence of the event: 2020/10/16
2. Company name: Nexpower Technology Corporation
3. Relationship to the Company (please enter “head office” or “subsidiaries”): subsidiaries
4. Reciprocal shareholding ratios: NA
5. Cause of occurrence:
The business environment of the solar cell industry continues to be sluggish, and the company has been losing money for years. In order to avoid continuous losses and preserve shareholder’s equity, Nexpower’s board of directors resolved to dissolve and liquidate the company.
6. Countermeasures: NA
7. Any other matters that need to be specified: NA
UMC will convene Q3 2020 Investor Conference
1. Date of institutional investor conference: 2020/10/29
2. Time of institutional investor conference: 17:00
3. Location of institutional investor conference: Online teleconference
4. Outline of institutional investor conference: UMC Q3 2020 Financial and Operating Results
5. Any other matters that need to be specified: None
United Microelectronics Corporation
October 8, 2020
This is to report the changes or status of 1) Sales volume, 2) Funds lent to other parties, 3) Endorsements and guarantees, and 4) Financial derivative transactions for the period of September 2020.
1) | Sales volume (NT$ Thousand) |
Period | Items | 2020 | 2019 | Changes | % |
September | Net sales | 14,533,813 | 10,826,223 | 3,707,590 | 34.25% |
Year-to-Date | Net sales | 131,524,561 | 106,352,583 | 25,171,978 | 23.67% |
2) | Funds lent to other parties (NT$ Thousand) |
Balance as of period end | This Month (actual amount provided) | Last Month (actual amount provided) | Limit of lending |
UMC | 5,810,000 | 5,888,000 | 20,912,696 |
Note: On February 26, 2020, the board of directors resolved to lend funds to USC(Xiamen) for the amount up to US$ 200 million. The actual amount lent to USC(Xiamen) as of September 30, 2020 was US$ 70 million.
|
3) | Endorsements and guarantees (NT$ Thousand) |
Balance as of period end | This Month (actual amount provided) | Last Month (actual amount provided) | Limit of lending |
UMC (Note1) | 748,000 | 748,000 | 94,107,131 |
UMC (Note2) | 16,373,599 | 16,569,991 | 94,107,131 |
Note1: On December 12, 2018, the board of directors resolved to provide endorsement to Nexpower’s syndicated loan from banks including Bank of Taiwan for the amount up to NT$ 748 million. Note2: On February 22, 2017, March 7, 2018, October 24, 2018, July 24,2019, December 18, 2019 and July 29, 2020, the board of directors resolved to provide endorsement to USC(Xiamen)’s syndicated loan from banks for the amount up to US$ 464 million and CNY¥ 900.4 million. |
4) | Financial derivatives transactions : |
aNot under hedging accounting: NT$ thousand
UMC
Financial instruments | Option | Forwards | IRS | |
Put | Call | |||
Deposit Paid | 0 | 0 | 0 | 0 |
Royalty Income (Paid) | 0 | 0 | 0 | 0 |
Unwritten-off Trading |
|
|
|
|
Contracts | 0 | 0 | 174,300 | 0 |
Fair Value | 0 | 0 | 1,345 | 0 |
Net profit (loss) from Fair Value | 0 | 0 | 1,345 | 0 |
Written-off Trading |
|
|
|
|
Contracts | 0 | 0 | 8,659,221 | 0 |
Realized profit (loss) | 0 | 0 | 12,073 | 0 |
United Microelectronics Corporation
For the month of September, 2020
This is to report 1) the trading of directors, executive officers and 10% shareholders of United Microelectronics Corporation (“UMC”) (NYSE: UMC); 2) the pledge and clear of pledge of UMC common shares by directors, executive officers and 10% shareholders of UMC;
1) | The trading of directors, executive officers and 10% shareholders |
Title | Name | Number of shares as of August 31, 2020 | Number of shares as of September 30, 2020 | Changes |
Chairman President President Executive Vice President Senior Vice President Senior Vice President Senior Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President Associate Vice President | Stan Hung SC Chien Jason Wang Ming Hsu Oliver Chang Chitung Liu Lucas S Chang TS Wu C C Hsu M C Lai G C Hung Wenchi Ting Jerry CJ Hu Y S Shen Steven S Liu SR Sheu M L Liao S S Hong Francia Hsu Eric Chen Johnson Liu Victor Chuang Chuck Chen S F Tzou Le Tien Jung Yau Kae Sheu J Y Wu Osbert Cheng Steven Hsu Purakh Raj Verma Yanan Mou Remi Yu Michael CY Wang Ji Fu Kung C P Yen Mindy Lin Pang Min Wang Ray Yang Bellona Chen | 39,916,452 6,994,648 10,200,000 933,000 453,589 2,593,217 650,000 869,809 1,152,068 1,526,863 1,350,791 850,000 595,000 675,000 900,000 1,418,892 3,540,809 616,406 641,000 930,000 426,413 124,671 140,000 1,579,108 770,000 850,000 600,191 840,000 550,000 0 0 120,000 0 587,741 952,645 1,167,925 327,126 126,274 255,126 | 59,301,452 19,294,648 28,715,000 9,283,000 6,713,589 8,280,217 4,600,000 4,899,809 5,352,068 5,726,863 5,240,791 4,150,000 4,545,000 4,250,000 4,800,000 4,718,892 6,240,809 4,366,406 4,671,000 5,030,000 2,036,413 1,764,671 1,750,000 3,299,108 2,590,000 2,820,000 2,800,191 2,961,000 2,310,000 1,200,000 1,000,000 2,013,000 1,500,000 1,827,741 2,258,645 3,157,925 1,919,126 1,576,274 1,905,126 | 19,385,000 12,300,000 18,515,000 8,350,000 6,260,000 5,687,000 3,950,000 4,030,000 4,200,000 4,200,000 3,890,000 3,300,000 3,950,000 3,575,000 3,900,000 3,300,000 2,700,000 3,750,000 4,030,000 4,100,000 1,610,000 1,640,000 1,610,000 1,720,000 1,820,000 1,970,000 2,200,000 2,121,000 1,760,000 1,200,000 1,000,000 1,893,000 1,500,000 1,240,000 1,306,000 1,990,000 1,592,000 1,450,000 1,650,000 |
2) | The pledge and clear of pledge of UMC common shares by directors, executive officers and 10% shareholders: |
Title | Name | Number of shares as of August 31, 2020 | Number of shares as of September 30, 2020 | Changes | |
President Vice President | Jason Wang M C Lai | 0 1,076,000 | 10,200,000 1,526,000 | 10,200,000 450,000 |