Exhibit
Exhibit Description
99.1 |
|
Announcement on 2015/01/27: Represent subsidiary HEJIAN (SUZHOU) TECHNOLOGY CO., LTD. to
announce acquisition of UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. |
99.2 |
|
Announcement on 2015/01/28: UMC announced its unconsolidated operating results for the fourth
quarter of 2014 |
99.3 |
|
Announcement on 2015/02/04: To announce related materials on acquisition of machinery and
equipment |
99.4 |
|
Announcement on 2015/02/04: To announce related materials on acquisition of machinery and
equipment |
99.5 |
|
Announcement on 2015/02/06: To announce related materials on acquisition of machinery and
equipment |
99.6 |
|
Announcement on 2015/02/12: To announce related materials on acquisition of machinery and
equipment |
99.7 |
|
Announcement on 2015/02/17: To announce related materials on acquisition of machinery and
equipment |
99.8 |
|
Announcement on 2015/02/24: To announce related materials on acquisition of machinery and
equipment |
99.9 |
|
Announcement on 2015/02/09: January Revenue |
99.10 |
|
Announcement on 2015/02/15: the trading and pledge of UMC common shares by directors,
executive officers and 10% shareholders of UMC |
1
Exhibit 99.1
Represent subsidiary HEJIAN (SUZHOU) TECHNOLOGY CO., LTD. to announce acquisition of UNITED
SEMICONDUCTOR (XIAMEN) CO., LTD.
1. Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance
shall also be indicated, e.g. dividend yield): Acquisition of United Semiconductor (Xiamen) Co.
Ltd.
2. Date of occurrence of the event: 2015/01/27
3. Volume, unit price, and total monetary amount of the transaction: trading volume: NA; total
amount: RMB 613,420,000 (approximately NTD 3,051,765K);
4. Counterpart to the trade and its relationship to the Company (if the trading counterpart is a
natural person and furthermore is not an actual related party of the Company, the name of the
trading counterpart is not required to be disclosed): United Semiconductor (Xiamen) Co. Ltd.; Not
an actual related party of the Company.
5. Where the counterpart to the trade is an actual related party, a public announcement shall also
be made of the reason for choosing the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the trading counterpart), price of
transfer, and date of acquisition: NA
6. Where a person who owned the property within the past five years has been an actual related
person of the company, a public announcement shall also include the dates and prices of acquisition
and disposal by the related person and the persons relationship to the company at those times: N/A
7. Matters related to the creditors rights currently being disposed of (including types of
collateral of the disposed creditors rights; if the creditors rights are creditors rights toward
a related person, the name of the related person and the book amount of the creditors rights
toward such related person currently being disposed of must also be announced): N/A
8. Anticipated profit or loss from the disposal (not applicable in cases of acquisition of
securities) (where originally deferred, the status or recognition shall be stated and explained):
N/A
9. Terms of delivery or payment (including payment period and monetary amount), restrictive
covenants in the contract, and other important stipulations:
Wire transfer; restrictive covenants in the contract: N/A; other important stipulations: N/A
10. The manner in which the current transaction was decided, the reference basis for the decision
on price, and the decision-making department:
The decision making manner: Based on the Acquisition or Disposal of Assets Procedure
Reference for the decision on price: In accordance with the agreement
The decision-making department: Board of Directors
11. Current cumulative volume, amount, and shareholding percentage of holdings of the security
being traded (including the current trade) and status of any restriction of rights (e.g. pledges):
Total Amount: RMB 613,420,000
Shareholding percentage: 33.33%
Restriction of rights: None
12. Current ratio of long or short term securities investment (including the current trade) to the
total assets and shareholders equity as shown in the most recent financial statement and the
operating capital as shown in the most recent financial statement:
Ratio of total assets: 1.06%;
Ratio of shareholders equity: 1.50%;
The operational capital as shown in the most recent financial statement: NT$46,358,406,000.
13. Broker and brokers fee: None
14. Concrete purpose or use of the acquisition or disposition: Long term investment
15. Net worth per share of company underlying securities acquired or disposed of: N/A
16. Do the directors have any objection to the present transaction?: No
17. Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:
No
18. Any other matters that need to be specified: No
2
Exhibit 99.2
UMC announced its unconsolidated operating results for the fourth quarter of 2014
1. Date of occurrence of the event: 2015/01/28
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. Name of the reporting media: N/A
6. Content of the report: N/A
7. Cause of occurrence:
UMC Reports Fourth Quarter 2014 Results
Full-year 2014 foundry revenue up 10%, operating profit increased 74% YoY
United Microelectronics Corporation (NYSE: UMC; TWSE: 2303) (UMC or The Company), a
leading global semiconductor foundry, today announced its consolidated operating results for the
fourth quarter of 2014.
Fourth quarter consolidated revenue was NT$37.24 billion, a 5.7% quarterly increase from
NT$35.21 billion in 3Q14 and a 21.2% annual increase from NT$30.72 billion in 4Q13. 4Q14
consolidated gross margin was 27.4%, with operating margin at 12.2%. Net income attributable to the
stockholders of the parent was NT$4.56 billion, with earnings per ordinary share of NT$0.36. For
2014, full year revenue was NT$140.01 billion, with NT$10.08 billion in operating income, NT$12.14
billion net income attributable to the stockholders of the parent and NT$0.97 earnings per share.
Mr. Po-Wen Yen, CEO of UMC, said In the fourth quarter, foundry revenue grew 3.7%
sequentially to NT$34.74 billion. This figure includes a one-time 40nm licensing fee from Fujitsu,
lifting gross and operating margins to 30.2% and 14.6%, respectively. Overall capacity utilization
rate remained at 93%, bringing shipments to 1.43 million 8-inch equivalent wafers. Our 28nm
technologies represented 7% of our foundry revenue in 4Q14. Shipments from our 28nm gate-last,
High-K Metal Gate process exceeded that of 28nm poly-SiON wafers. Excluding the Fujitsu 40nm
licensing fee, UMCs 2014 foundry operating profit grew 74% from the previous year. This rise in
profitability was mainly driven by double-digit percentage growth in wafer shipments and partly due
to the rapid production ramp of 28nm, which accounted for 3% of total 2014 revenue. Our
collaborative technology efforts with our partners will enable UMC to deliver additional
manufacturing solutions to fulfill new product specs, strengthening our position in the IC supply
chain to take advantage of the continued momentum in market demand.
CEO Yen continued, The Taiwan government authorities recently approved UMCs application to
invest in a 12 joint venture fab in Xiamen, China. This investment will create opportunities for
UMC to benefit from Chinas enormous chip requirements by bringing us closer to the Chinese
semiconductor supply chain. The cooperation highlights UMCs differentiated approach of global
expansion, proven through Singapores Fab12i and SuZhous Fab8N successfully achieving economy of
scale while mitigating customer risks via geographic diversification. While we expand production
sites worldwide, we are also focusing on continuous organic growth by deploying additional capacity
at our Tainan site. As such, we will budget 2015 CAPEX for approximately US$1.8 billion. Our 2015
CAPEX illustrates our strong commitment to meet customers requirements and gain additional market
share through efficient execution and strategic alliances. UMCs global expansion efforts, driven
by manufacturing excellence, will strengthen customer services with increased operating scale to
enhance corporate financial earnings and deliver long-term returns to our shareholders.
First Quarter of 2015 Outlook & Guidance:
Foundry Segment Wafer Shipments: To increase by approximately 2-3%
Foundry Segment ASP in US$: To increase by approximately 3%
Foundry Segment Profitability: Gross profit margin will be in the mid-20 percentage range
Foundry Segment Capacity Utilization: Approximately 90%
2015 CAPEX for Foundry Segment: US$1.8bn
Guidance to New Business Segment: Revenue to be approximately NT$2bn and operating loss to be
approximately NT$170mn
8. Countermeasures: N/A
9. Any other matters that need to be specified: N/A
3
Exhibit 99.3
To announce related materials on acquisition of machinery and equipment
1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District,
Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/01/27~2015/02/04
3. Transaction volume (e.g. XX square meters, equivalent to XX ping), unit price, total
Transaction volume: one batch; average unit price: $502,091,000 NTD; total transaction price:
$502,091,000 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a
natural person and is not an actual related party of the Company, the name of the trading
counterpart is not required to be disclosed): Applied Materials South East Asia Pte. Ltd.;
non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also
include the reason for choosing the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the trading counterpart), price of
transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related
person of the company, a public announcement shall also include the dates and prices of acquisition
and disposal by the related person and the persons relationship to the company at those times: Not
applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets)
(where originally deferred, the status or recognition shall be stated and explained): Not
applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase
order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or
price negotiation), the reference basis for the decision on price and the decision-making
department: transaction: price negotiation; the reference basis for the decision on price: market
price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the
certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and brokers fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None
4
Exhibit 99.4
To announce related materials on acquisition of machinery and equipment
1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District,
Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/01/27~2015/02/04
3. Transaction volume (e.g. XX square meters, equivalent to XX ping), unit price, total
Transaction volume: one batch; average unit price: $530,617,000 NTD; total transaction price:
$530,617,000 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a
natural person and is not an actual related party of the Company, the name of the trading
counterpart is not required to be disclosed): LAM RESEARCH INTERNATIONAL SARL; non-related party
transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also
include the reason for choosing the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the trading counterpart), price of
transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related
person of the company, a public announcement shall also include the dates and prices of acquisition
and disposal by the related person and the persons relationship to the company at those times: Not
applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets)
(where originally deferred, the status or recognition shall be stated and explained): Not
applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase
order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or
price negotiation), the reference basis for the decision on price and the decision-making
department: transaction: price negotiation; the reference basis for the decision on price: market
price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the
certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and brokers fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None
5
Exhibit 99.5
To announce related materials on acquisition of machinery and equipment
1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District,
Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/02/05~2015/02/06
3. Transaction volume (e.g. XX square meters, equivalent to XX ping), unit price, total
Transaction volume: one batch; average unit price: $582,812,500 NTD; total transaction price:
$582,812,500 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a
natural person and is not an actual related party of the Company, the name of the trading
counterpart is not required to be disclosed): Applied Materials South East Asia Pte. Ltd.;
non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also
include the reason for choosing the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the trading counterpart), price of
transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related
person of the company, a public announcement shall also include the dates and prices of acquisition
and disposal by the related person and the persons relationship to the company at those times: Not
applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets)
(where originally deferred, the status or recognition shall be stated and explained): Not
applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase
order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or
price negotiation), the reference basis for the decision on price and the decision-making
department: transaction: price negotiation; the reference basis for the decision on price: market
price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the
certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and brokers fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None
6
Exhibit 99.6
To announce related materials on acquisition of machinery and equipment
1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District,
Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2014/02/24~2015/02/12
3. Transaction volume (e.g. XX square meters, equivalent to XX ping), unit price, total
Transaction volume: one batch; average unit price: $582,640,430 NTD; total transaction price:
$582,640,430 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a
natural person and is not an actual related party of the Company, the name of the trading
counterpart is not required to be disclosed): ASM AMERICA INC.; non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also
include the reason for choosing the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the trading counterpart), price of
transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related
person of the company, a public announcement shall also include the dates and prices of acquisition
and disposal by the related person and the persons relationship to the company at those times: Not
applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets)
(where originally deferred, the status or recognition shall be stated and explained): Not
applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase
order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or
price negotiation), the reference basis for the decision on price and the decision-making
department: transaction: price negotiation; the reference basis for the decision on price: market
price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the
certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and brokers fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None
7
Exhibit 99.7
To announce related materials on acquisition of machinery and equipment
1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District,
Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/02/16~2015/02/17
3. Transaction volume (e.g. XX square meters, equivalent to XX ping), unit price, total
Transaction volume: one batch; average unit price: $1,119,306,301 NTD; total transaction price:
$1,119,306,301 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a
natural person and is not an actual related party of the Company, the name of the trading
counterpart is not required to be disclosed): MURATA MACHINERY LTD., TAIWAN PROJECT OFFICE;
non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also
include the reason for choosing the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the trading counterpart), price of
transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related
person of the company, a public announcement shall also include the dates and prices of acquisition
and disposal by the related person and the persons relationship to the company at those times: Not
applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets)
(where originally deferred, the status or recognition shall be stated and explained): Not
applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase
order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or
price negotiation), the reference basis for the decision on price and the decision-making
department: transaction: price negotiation; the reference basis for the decision on price: market
price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the
certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and brokers fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None
8
Exhibit 99.8
To announce related materials on acquisition of machinery and equipment
1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District,
Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/01/12~2015/02/24
3. Transaction volume (e.g. XX square meters, equivalent to XX ping), unit price, total
Transaction volume: one batch; average unit price: $604,199,960 NTD; total transaction price:
$604,199,960 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a
natural person and is not an actual related party of the Company, the name of the trading
counterpart is not required to be disclosed): TOKYO ELECTRON LIMITED; non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also
include the reason for choosing the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the trading counterpart), price of
transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related
person of the company, a public announcement shall also include the dates and prices of acquisition
and disposal by the related person and the persons relationship to the company at those times: Not
applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets)
(where originally deferred, the status or recognition shall be stated and explained): Not
applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase
order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or
price negotiation), the reference basis for the decision on price and the decision-making
department: transaction: price negotiation; the reference basis for the decision on price: market
price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the
certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and brokers fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None
9
Exhibit 99.9
United Microelectronics Corporation
February 9, 2015
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 January
2015.
1) |
|
Sales volume (NT$ Thousand) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
Items |
|
2015 |
|
2014 |
|
Changes |
|
% |
January
|
|
Net sales
|
|
|
12,883,284 |
|
|
|
10,062,618 |
|
|
|
2,820,666 |
|
|
|
28.03 |
% |
Year-to-Date
|
|
Net sales
|
|
|
12,883,284 |
|
|
|
10,062,618 |
|
|
|
2,820,666 |
|
|
|
28.03 |
% |
2) |
|
Funds lent to other parties (NT$ Thousand) : None |
3) |
|
Endorsements and guarantees (NT$ Thousand) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Last Month |
|
|
|
|
This Month |
|
(actual amount |
|
|
Balance as of period end |
|
(actual amount provided) |
|
provided) |
|
Limit of lending |
UMC
|
|
|
3,100,000 |
|
|
|
3,100,000 |
|
|
|
42,509,098 |
|
Note: 1. On December 19, 2012, the board of directors resolved to provide endorsement
to Nexpowers syndicated loan from banks including Bank of Taiwan for the amount up to NT$
1,400 million, and the endorsement would be expired upon Nexpowers refinancing.
2. On December 24, 2015, the board of directors resolved to provide endorsement to
Nexpowers syndicated loan from banks including Bank of Taiwan for the amount up to
NT$ 1,700 million.
|
4) |
|
Financial derivatives transactions : None |
10
Exhibit 99.10
United Microelectronics Corporation
For the month of January, 2015
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
shares as of |
|
Number of shares as |
|
|
Title |
|
Name |
|
December 31, 2014 |
|
of January 1, 2015 |
|
Changes |
Associate Vice President
|
|
Le Tien Jung
|
|
|
30,000 |
|
|
|
0 |
|
|
|
(30,000 |
) |
2) |
|
The pledge and clear of pledge of UMC common shares by directors, executive officers and 10%
shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares |
|
Number of shares |
|
|
|
|
|
|
pledged as of |
|
pledged as of |
|
|
Title |
|
Name |
|
December 31, 2014 |
|
January 1, 2015 |
|
Changes |
|
|
|
|
|
|
|
|
|
|
|
|
|
11
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