Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
August 01 2022 - 2:43PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on
August 1, 2022
Registration No. 333-172990
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
United Microelectronics Corporation
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
Taiwan, Republic of China
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
383 Madison Avenue, Floor 11, New York,
New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
____________________
T J Lin
UMC GROUP (USA)
488 De Guigne Drive
Sunnyvale, California 94085, USA
Telephone: (408) 523-7800
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
JPMORGAN CHASE BANK, N.A.
383 Madison Avenue, Floor 11
New York, New York 10179
Telephone (800) 990-1135
It is proposed that this filing become effective
under Rule 466
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☒ |
immediately upon filing |
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☐ |
on (Date) at (Time) |
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If a separate registration statement has been filed
to register the deposited shares, check the following box. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit (1) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee
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| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five common shares of United Microelectronics Corporation |
N/A |
N/A |
N/A |
N/A |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such
estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary
Receipts evidencing American Depositary Shares. |
Pursuant to Rule 429, the Prospectus contained herein also relates
to American Depositary Shares registered under Form F-6 Registration Statement No. 333-162437.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus
consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included
as Exhibit A to the Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(3) to this Registration Statement, which is incorporated
herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
Item
Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
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| (1) |
Name
and address of Depositary |
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Introductory paragraph and bottom of face of American Depositary Receipt |
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| (2) |
Title
of American Depositary Receipts and identity of deposited securities |
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Face of American Depositary Receipt, top center |
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Terms of Deposit: |
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(i) |
Amount of deposited securities represented by one unit of American Depositary Shares |
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Face of American Depositary Receipt, upper right corner |
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(ii) |
Procedure
for voting, if any, the deposited securities |
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Paragraph (12) |
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(iii) |
Collection
and distribution of dividends |
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Paragraphs (4), (5), (7) and (10) |
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(iv) |
Transmission
of notices, reports and proxy soliciting material |
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Paragraphs (3), (8) and (12) |
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(v) |
Sale
or exercise of rights |
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Paragraphs (4), (5) and (10) |
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(vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of reorganization |
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Paragraphs (4), (5), (10) and (13) |
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(vii) |
Amendment,
extension or termination of the Deposit Agreement |
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Paragraphs (16) and (17) |
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(viii) |
Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs |
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Paragraph (3) |
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(ix) |
Restrictions
upon the right to deposit or withdraw the underlying securities |
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Paragraphs (1), (2), (4), and (5) |
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(x) |
Limitation
upon the liability of the Depositary |
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Paragraph (14) |
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| (3) |
Fees
and Charges |
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Paragraph (7) |
Item 2. AVAILABLE INFORMATION
Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
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| (a) |
Statement that United Microelectronics Corporation is subject to the periodic reporting requirements of the Securities Exchange Act of
1934 and, accordingly files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary
Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. |
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Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement
dated as of October 21, 2009 among United Microelectronics Corporation, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as Exhibit (a) to Registration
Statement No. 333-162437 and incorporated herein by reference. |
| (a)(2) | Form of
Amendment No. 1 to Deposit Agreement. Previously filed. |
| (a)(3) | Form of
Amendment No. 2 to Deposit Agreement, including the form of American Depositary Receipt.
Filed herewith as Exhibit (a)(3). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance
of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (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 years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered. Previously filed. |
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
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 days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement,
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 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 August 1, 2022.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
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By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
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By: |
/s/ Lisa M. Hayes |
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Name: |
Lisa M. Hayes |
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Title: |
Vice President |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, 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 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, on August 1, 2022.
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United
Microelectronics Corporation |
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By: |
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/s/ Chitung Liu |
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Name: |
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Chitung Liu |
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Title: |
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Chief Financial Officer |
Under the requirements of the Securities Act,
this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on August 1, 2022, in the
capacities indicated.
SIGNATURES
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Signature |
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Title |
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/s/ Stan Hung
Stan Hung |
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Chairman of the Board of Directors, Director and Chief Strategy
Officer |
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/s/ Jason Wang
Jason Wang |
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Director (Representative of Silicon Integrated Systems Corp.)
and Co-president |
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/s/ SC Chien
SC Chien |
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Director (Representative of Hsun Chieh Investment Co., Ltd.)
and Co-president |
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Director |
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Ting-Yu Lin |
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/s/ Wenyi Chu
Wenyi Chu |
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Independent Director |
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/s/ Lih J. Chen
Lih J. Chen |
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Independent Director |
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Independent Director |
Jyuo-Min Shyu |
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Independent Director |
| Kuang Si Shiu |
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Independent Director |
| Wen-Hsin Hsu |
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/s/ Chitung Liu
Chitung Liu |
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Chief Financial Officer, Senior Vice President and Head of Corporate Governance |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Under 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 to Registration Statement on Form F-6 on August 1, 2022.
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UMC
GROUP (USA) |
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By: |
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/s/ T J Lin |
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Name: T
J Lin
Title: President |
INDEX TO EXHIBITS
| Exhibit Number |
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| (a)(3) |
Form of Amendment
No. 2 to Deposit Agreement |
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| (e) |
Rule 466 Certification |
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