Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on December 26, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM S-8

REGISTRATION STATEMENT

Under The Securities Act of 1933

________________________________

UNITED MICROELECTRONICS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

________________________________

Taiwan, Republic of China		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

No. 3 Li-Hsin Road II, Hsinchu Science Park, Hsinchu City, Taiwan, Republic of China		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

United Microelectronics Corporation (UMC)

2024 Plan Governing the Issuance of Restricted Stock Awards for Employees

(Full Title of the Plans)

________________________________

Chitung Liu

Senior Vice President & Chief Financial Officer

8F, No. 68, Section 1, Neihu Road., Taipei 11493, Taiwan R.O.C.

[phone]

(Name, Address and Telephone Number of Agent For Service)

________________________________

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒			Accelerated filer		☐
Non-accelerated filer		☐			Smaller reporting company		☐
					Emerging Growth Company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

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EXPLANATORY NOTE

United Microelectronics Corporation (the “Company” or the “Registrant”) has filed with the Securities and Exchange Commission (the “Commission”) this registration statement on Form S-8 (this “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Securities Act”), the issuance of up to 66,000,000 common shares, par value NT$10.00 per share (the “Common Shares”), of the Company, subject to certain restricted stock award to be granted to employees of the Company and the affiliated companies meeting the criteria under the Company’s 2024 Plan Governing the Issuance of Restricted Stock Awards for Employees.

PART I

Information Required in the Section 10(a) Prospectus

Item 1.

Plan Information. *

Item 2.

Registrant Information and Employee Plan Annual Information. *

*            As permitted by Rule 428 under the Securities Act and the Note to Part I of Form S-8, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to each participant in the plan covered by this Registration Statement as may be required by Rule 428(b). Such documents are not required to be and are not being filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

Information Required in the Registration Statement

Item 3.

Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

 

	A.	The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Commission on April 25, 2024 (the “2023 Annual Report”);
	B.	All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by its Annual Report referred to in (A) above (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules); and
	C.	The description of the Registrant’s Common Shares contained in the Registrant’s Form 8-A filed September 11, 2000, pursuant to Section 12 of the Exchange Act and any amendment or report filed to update such description.
	D.	The description of the Registrant’s American Depositary Shares registered under Section 12 of the Exchange Act, contained in Item 12.D. in the 2023 Annual Report.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or

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is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities

Not Applicable.

Item 5.

Interests of Named Experts and Counsel

Not Applicable

Item 6.

Indemnification of Directors and Officers

The relationship between the Registrant and its directors and officers is governed by the R.O.C. Civil Code, the R.O.C. Company Law and the Registrant’s articles of incorporation. There is no written contract between the Registrant and its directors and officers governing the rights and obligations of these parties. Each person who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding by reason of the fact that person is or was a director or officer of the Registrant, in the absence of willful misconduct or negligence on the part of that person in connection with that person’s performance of duties as a director or officer, as the case may be, may be indemnified by the Registrant to the fullest extent permitted by applicable law.  The Registrant has purchased and maintained a directors’ and officers’ liability policy for the benefit of certain officers or directors in respect of losses or liabilities incurred serving as such capacities.

Item 7.

Exemption from Registration Claimed

Not Applicable.

Item 8.

Exhibits

Exhibit Number	Exhibit
4.1*	Articles of Incorporation of United Microelectronics Corporation as last amended on May 30, 2024.
4.2	Form of Amended and Restated Deposit Agreement by and among the Company, JPMorgan Chase Bank, N.A., as depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, dated as of October 21, 2009 (incorporated by reference to Exhibit (a) to the Registrant’s Registration Statement on Form F-6 (File No. 333- 162437) filed with the Commission on October 13, 2009).
4.3	Form of Amendment No. 1 to the Amended and Restated Deposit Agreement among the Company, JPMorgan Chase Bank, N.A., as depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder (incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement on Form F-6 (File No. 333- 172990) filed with the Commission on April 12, 2017).
4.4	Form of Amendment No. 2 to the Amended and Restated Deposit Agreement among the Company, JPMorgan Chase Bank, N.A., as depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder (incorporated by reference to Exhibit (a)(3) to the Registrant’s Post-Effective Amendment No. 2 to Registration Statement on Form F-6 (File No. 333-172990) filed with the Commission on August 1, 2022).
5.1*	Opinion of and Consent of Chen and Lin.
23.1*	Consent of Independent Registered Public Accounting Firm.

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23.2*	Consent of Chen and Lin (contained in Exhibit 5.1).
24.1*	Power of Attorney (incorporated by reference to the signature page of this Registration Statement).
99.1*	UMC 2024 Plan Governing the Issuance of Restricted Stock Awards for Employees.
107*	Filing Fee Table.

* Filed herewith.

Item 9.

Undertakings

A.  The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement - notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set for the in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the Securities Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hsinchu, Taiwan, R.O.C., on December 26, 2024.

 

 

	UNITED MICROELECTRONICS CORPORATION
	By: /s/ Chitung Liu
	Name: Chitung Liu
	Title:   Chief Financial Officer, Senior Vice President and Head of Corporate Governance

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of United Microelectronics Corporation, a corporation organized under the laws of Taiwan, Republic of China, do hereby constitute and appoint Chitung Liu, Stan Hung, SC Chien and Jason Wang, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this S-8 Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated. 

 

Signature		Title		Date
/s/ Stan Hung		Chairman of the Board of Directors, Director and Chief Strategy Officer		December 26, 2024
Stan Hung
/s/ Jason Wang		Director (Representative of Silicon Integrated Systems Corp.) and Co-president		December 26, 2024
Jason Wang
/s/ SC Chien		Director (Representative of Hsun Chieh Investment Co., Ltd.) and Co-president		December 26, 2024
SC Chien
/s/ Ling-Ling Wu		Independent Director		December 26, 2024
Ling-Ling Wu
/s/ Su Lin Wang		Independent Director		December 26, 2024
Su Lin Wang
/s/ Lih J. Chen		Independent Director		December 26, 2024
Lih J. Chen
/s/ Jyuo-Min Shyu		Independent Director		December 26, 2024
Jyuo-Min Shyu
/s/ Kuang Si Shiu		Independent Director		December 26, 2024
Kuang Si Shiu
/s/ Wen-Hsin Hsu		Independent Director		December 26, 2024
Wen-Hsin Hsu
/s/ Chitung Liu		Chief Financial Officer, Senior Vice President and Head of Corporate Governance		December 26, 2024
Chitung Liu

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Exhibit 4.1

www.umc.com

(Translation)

Articles of Incorporation

of

United Microelectronics Corporation

 

Last Updated: May 30, 2024

 

Section I

General Provisions

 

Article 1

The Company shall be incorporated as a company limited by shares under the Company Act and its name shall be “聯華電子股份有限公司” in the Chinese Language, and “United Microelectronics Corporation” in the English language.

 

Article 2

The scope of business of the Company shall be as follow:

CC01080 Electronics Components Manufacturing
I501010 Product Designing F401010 International Trade
C801990 Other Chemical Materials Manufacturing
C802990 Other Chemical Products Manufacturing
CA02990 Other Metal Products Manufacturing
IG03010 Energy Technical Services
I199990 Other Consulting Service
J101090 Waste Disposal

1.

Integrated circuits;

2.

Various semiconductor parts and components, such as Hybrid Circuits, IC Cards and Circuit Modules, etc.;

3.

Parts and components of microcomputers, microprocessors, peripheral support and system products, such as Contact Image Sensors (C IS) and Liquid Crystal Displays (LCD), etc.;

4.

Parts and components of Semiconductor memory and its systems products;

5.

Parts and components of semiconductor and its systems products used in digital signal acquisition and transmission system;

6.

Parts and components of semiconductor and its systems products used in telecommunication systems;

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7.

Testing and packaging of integrated circuits;

8.

Production of mask;

9.

Metals, derived fuels and chemical products that are generated simultaneously from the company's manufacturing process;

10.

Management consulting service in regard to sustainable development, energy/resources conservation technologies and semiconductor fab related affairs;

11.

Clearance, recycle and disposal of waste and manufacturing outputs (Only for waste disposal processing outside of the science park)； Research and development, design, production, sales, promotion and after sale service of all above items and their application products;

12.

Also engage in export/import trade business in relation to the business of the Company.

 

Article 2-1

The Company may act as a guarantor.

 

Article 2-2

When the Company becomes a shareholder of limited liability in other companies, the total amount of its investment may not be subject to the restriction of not exceeding 40% of its own paid-in capital as provided in Article 13 of the Company Act.

 

Article 3

The Company shall have its head-office in Hsinchu Science-based Industrial Park and, if necessary, may set up branches or business offices in and out of this country upon a resolution of its Board of Directors and approval from the competent government authority.

 

Article 4

Public notices of the Company shall be made in accordance with Article 28 of the Company Act.

Section II

Shares

Article 5

The total capital amount of the Company shall be Two Hundred and Sixty billion New Taiwan Dollars accounting for Twenty Six billion shares, at a par value of Ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue the unissued shares in installments. The issue price per share will be determined by the Board of Directors pursuant to the ROC Company Act or relevant securities-related laws and regulations.

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The capital, within fifteen billion New Taiwan Dollars, is for corporate bonds with equity warrants, which is one thousand and five hundred million shares, at a par value of ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue the unissued shares in installments depending on the business needs of the Company.

Moreover, the capital, within twenty billion New Taiwan Dollars, is for warrant, which is two billion shares at a par value of Ten New Taiwan Dollars (NT$10) per share. The Board of Directors is authorized to issue the unissued shares in installments depending on the business needs of the Company.

The recipients of treasury stock transferred to employees, issuance of shares, employee stock options and restricted stock awards can be the employees of the Company’s subsidiaries who fulfill specific requirements.

Article 6

The share certificate of the Company is all name-bearing share certificates and shall be issued after duly authentication pursuant to the law.

The Company can also deliver shares by wiring into account books based on related regulations, rather printing physical shares. When issuing other securities, the same rule applies.

 

Article 7

Registration for transfer of shares shall all be suspended 60 days before the convocation of any ordinary shareholders’ meeting, 30 days before the convocation of extraordinary shareholders’ meeting, or 5 days before the record day for distribution of dividend, interest and bonus or any other benefit as scheduled by the Company.

 

Section III

Shareholders’ Meeting

Article 8

Shareholders’ meeting shall be of two types, namely general and extraordinary shareholders’ meeting; the former shall be convened once a year by the Board of Directors in accordance with laws within six months after the close of each accounting fiscal year and the latter shall be convened in accordance with laws whenever necessary. Shareholders’ meeting of the Company can be held by means of visual communication network or other methods promulgated by the central

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competent authority.

 

Article 9

In case a shareholder is unable to attend a shareholders’ meeting, he/she may issue proxy printed by the Company setting forth the scope of authorization by signing or affixing his/her seal on the proxy form for the representative to be present on his/her behalf.

 

Article 10

Unless otherwise provided in the Laws, a shareholder of the Company shall have one vote for each share held by him or her.

 

Article 11

Unless otherwise provided in the Company Act, Securities and Exchange Act or other Laws, resolution(s) shall be made at the meeting attended by shareholders holding and representing a majority of the total number of issued and outstanding shares and at which meeting a majority of the shareholders shall vote in favor of the resolution.

 

Section IV

Directors and Committees

 

Article 12

The Company shall have nine (9) to eleven (11) directors to be elected at a shareholders’ meeting through a nominating system from persons of legal capacity to serve a term of three years.  A director may be re-elected.

At least three (3) directors or one-fifth of all directors, whichever is higher, shall be the independent directors.  The qualification, the limitations of shareholding and concurrently serving other positions, the methods of nomination and election and other related matters shall be subject to the applicable laws.

 

Article 13

The Company shall set forth the Audit Committee, which comprises of all the independent directors. The seats, the term, the authorities, the rules governing meetings and the resources the Company shall provide upon the committee’s exercise of authority shall be governed by the Audit Committee Charter, which will be set forth separately.

 

Article 13-1

The Company established a Remuneration Committee, of which the number of members, duration of duty, rights of duty, rules of procedure, and resources that the Company must provide during the period of duty shall be separately determined by the Remuneration Committee Charter.

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Article 13-2

The Company established a Sustainable Development and Nominating Committee, of which the number of members, duration of duty, rights of duty, rules of procedure, and resources that the Company must provide during the period of duty shall be separately determined by the Sustainable Development and Nominating Committee Charter.

 

Article 14

The Company has to purchase D&O for directors during their terms.

Article 15

The Board of Directors shall be organized by directors. The Chairman of the Board shall be elected by the majority of directors present at a meeting attended by more than two thirds of directors. The directors may also elect a vice Chairman of the Board whenever they may deem necessary to carry out the Company’s activities. The Chairman of the Board shall internally be the Chairman of the meeting of shareholders, Board of Directors and managing directors’ meeting and externally represent the Company.

 

Article 16

In case the Chairman of the Board of Directors is on leave or unable to perform his duties for cause, the vice Chairman of the Board of Directors, if any, shall act as the Chairman. If there is no vice Chairman of the Board or the vice Chairman of the Board is also on leave or unable to perform his duties for cause, the Chairman of the Board shall designate a director to act as the chairman. If there is no such designation, the directors shall elect one from amongst themselves.

 

Article 16-1

In case a board member is unable to attend the Board of Directors' meeting, he/she may issue proxy setting forth the scope of authorization by signing or affixing his/her seal on the proxy form for another board member to present on his/her behalf. The representative shall serve as the proxy for one director only.

Other than what is demanded by ROC Company Act, Securities and Exchange Act or other Laws, the resolution of the board of directors shall be adopted by a majority of the directors present at the meeting attended by more than half of the directors.

 

Article 17

Remunerations for all directors shall be decided by the Board of Directors authorized by a meeting of shareholders according to involvements and contributions to the Companies’ operation and at the

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normal rate adopted by other firms of the same industry.

 

Article 18

The Board of Directors shall have the following functions and responsibilities

1.

Examination and review of operational policy and medium and long-term development plans.

2.

Review of and supervision over execution of annual business plans.

3.

Approval of budget and examination of the final settlement of account.

4.

Examination of capital increase/decrease plans.

5.

Examination of earnings distribution or making up of loss programs.

6.

Examination and approval of important contracts.

7.

Examination of Articles of Incorporation or amendments thereof.

8.

Approval of organizational by-laws and important business rules.

9.

Decision in establishment, reorganization or removal of branch offices.

10.

Approval of major capital expenditure plans.

11.

Appointment and discharge of managers.

12.

Execution of resolutions adopted at shareholders’ meeting.

13.

Examination of matters proposed by the general manager for decision.

14.

Convocation of shareholders’ meeting and making business reports.

15.

Other matters to be handled in accordance with the laws.

 

Article 19

Except for the authority provided under Paragraph 4, Article 14-4 of the Securities and Exchange Act, the authorities granted to each of the supervisor under the Company Act, the Securities and Exchange Act and other laws shall be granted to and exercised by the Audit Committee. Provisions of Paragraph 4, Article 14-4 of the Securities and Exchange Act which are relating to the supervisor’s activities and capacity of being the representative of a company provided under the Company Act shall apply mutatis mutandis to each independent director, and a member of the Audit Committee.

 

Section V

Managers

Article 20

The Company may have one Chief Executive Officer and several managers, whose appointments, discharge, and remunerations shall be subject to provisions in Article 29 of the ROC Company Act as well as related regulations. The title and scope of authority of the managers are to be determined by the board of directors, and the board of

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directors can authorize the chairman to determine.

 

Section VI

Accounting

Article 21

The Board of Directors shall prepare at the close of each accounting fiscal year for the Company (1) Business Report, (2) Financial Statements, (3) Proposal of Distribution of Earnings or Making Up of Loss, etc. and submit the same to the general shareholders meeting for acceptance.

Article 21-1

The Company shall allocate no less than 5% of profit as employees’ compensation and no more than 0.2% of profit as directors’ compensation for each profitable fiscal year after offsetting any cumulative losses.

The aforementioned employees’ compensation will be distributed in shares or cash. The employees of the Company’s subsidiaries who fulfill specific requirements stipulated by the Board of Directors may be granted such compensation. Directors may only receive compensation in cash.

The Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, distribute the aforementioned employees' and directors’ compensation and report to the shareholders’ meeting for such distribution.

Article 22

After making the final settlement of account, the Company shall allocate the net profit (“earnings”), if any, according to the following sequence:

1.

Payment of taxes.

2.

Making up for loss in preceding years.

3.

Setting aside 10% for legal reserve, except for when accumulated legal reserve has reached the Company’s paid-in capital.

4.

Appropriating or reversing special reserve by government officials or other regulations.

5.

The remaining, in addition to the previous year’s unappropriated earnings, the Company shall distribute it according to the distribution plan proposed by the Board of Directors according to the dividend policy in paragraph two of this clause and submitted to the shareholders’ meeting for approval.

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Because the company conducts business in a capital-intensive industry and continues to operate in its growth phase, the dividend policy of the Company shall be determined pursuant to factors such as the investment environment, its funding requirements, domestic and overseas competitive landscape and its capital expenditure forecast, as well as shareholders’ interest, balancing dividends and UMC’s long-term financial planning. The Board of Directors shall propose the distribution plan and submit it to the shareholders’ meeting every year. The distribution of shareholders dividend shall be allocated as cash dividend in the range of 20% to 100%, and stock dividend in the range of 0% to 80%.

 

Section VII

Additional Rules

 

Article 23

The organization by-law of the Company shall be provided otherwise.

Article 24

In regard to all matters not provided for in these Articles of Incorporation, the Company Act, Securities and Exchange Act or other Laws shall govern.

Article 25

These Article of Incorporation were enacted on Feb. 21, 1980 and amended on Feb. 21, 1981 for the first time, on May 16, 1981 for the second time, on Aug. 8, 1981 for the third time, on Oct. 20, 1981 for the fourth time, on Jan. 15, 1982 for the fifth time, on Apr. 28, 1983 for the sixth time, on Mar. 19, 1984 for the seventh time, on Aug. 7, 1984 for the eighth time, on Apr. 30, 1985 for the ninth time, on Apr. 26, 1986 for the tenth time, on May 23, 1987 for the eleventh time, on Mar. 5, 1988 for the twelfth time, on March 25, 1989 for the thirteenth time, on June 6, 1989 for the fourteenth time, on Apr. 14, 1990 for the fifteenth time, on Jun. 29, 1991 for the sixteenth time, on May 7, 1992 for the seventeenth time, on Apr. 22, 1994 for the eighteenth time, on May 4, 1995 for the nineteenth time, on Jun. 21, 1995 for the twentieth time, on Apr. 11, 1996 for the twenty-first time, on Jun. 24, 1997 for the twenty-second time, on May 5, 1998 for the twenty-third time, on May 13, 1999 for twenty-fourth time, on Jul. 30, 1999 for twenty-fifth time, on Apr. 7, 2000 for twenty-sixth time, on May 30, 2001 for the twenty-seventh time, on June

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3, 2002 for the twenty-eighth time, on June 9, 2003 for the twenty-ninth time, on June 1, 2004 for the thirtieth time, on June 13, 2005 for the thirty-first time, on June 12, 2006 for the thirty-second time, on June 11, 2007 for the thirty-third time, and on June 13, 2008 for the thirty-fourth time, on June 15, 2011 for the thirty-fifth time, on June 7, 2016 for the thirty-sixth time, on June 8, 2017 for the thirty-seventh time, on June 12, 2018 for the thirty-eighth time, on June 10, 2020 for the thirty-ninth time, and on May 30, 2024 for the fortieth time.

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Exhibit 5.1

Chen & Lin Attorneys-at-Law

http:// www.chenandlin.com

Confidential

December 26, 2024

United Microelectronics Corporation

No. 3 Li Hsin Road II

Science Park Administration

Hsinchu, Taiwan (the R.O.C.)

 

Re: Registration Statement on Form S-8 of United Microelectronics Corporation

 

Dear Sirs and Mesdames,

 

We are lawyers qualified to practice law in Taiwan, the Republic of China (the “ROC” or “Taiwan”) and have been asked to act as the special counsel to you, United Microelectronics Corporation (“you” or the “Company”) in connection with your filing with the United States Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-8 (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the “Securities Act”) on the date hereof for the registration of the issuance of a certain number of common shares, par value NT$10 per share, of the Company (the “New Shares”) under the 2024 Plan Governing the Issuance of Restricted Stock Awards for Employees (the “2024 Restricted Stock Awards Plan”).

 

In rendering this opinion, we have examined the following:

 

1.

the Company’s Articles of Incorporation as last amended on May 30, 2024;

 

2.

the public corporate registration records of the Company made available at the website of the ROC Ministry of Economic Affairs on December 26, 2024;

 

3.

the resolution of the meeting of board of directors of the Company dated February 27, 2024, the resolution of the annual general meeting of the shareholders of the Company held on May 30, 2024, and the resolution of the meeting of board of directors of the Company dated October 30, 2024 in relation to the 2024 Restricted Stock Awards Plan (the “Resolutions”) and the 2024 Restricted Stock Awards Plan approved or amended thereby;

 

4.

the approval letter issued by the ROC Financial Supervisory Commission (“FSC”) dated October 8, 2024 (Reference No. Jin-Guan-Zheng-Fa-Zi-1130358773) for the 2024 Restricted Stock Awards Plan;

 

5.

Registration Statement draft provided to us on December 16, 2024, with the 2024 Restricted Stock Awards Plan attached as an exhibit; and

 

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United Microelectronics Corporation

December 26, 2024

Page 2

6.

the certificate issued by the Company to us dated December 26, 2024.

 

In addition, we have also examined, and relied as to matters of fact upon, originals or duplicates or certified or conformed copies or otherwise identified to our satisfaction, of such corporate records and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made certain search of public information, records and announcements published on the Company’s website and the online system and database maintained by the competent governmental agencies as well as investigations of such ROC laws as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

 

Our opinion relates solely to the laws of the ROC. We express no opinion on any matter which may be governed by the laws of any other jurisdiction.

 

For this opinion, we have assumed:

 

1.

the genuineness of all signatures on documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the completeness and accuracy of translations of relevant documents, that all abstracted copies of relevant documents have duly included and provided all material terms and conditions of the original documents, the lack of any undisclosed termination, modification, waiver or amendment to any such document and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

 

2.

all public information, records and announcements which we have examined are accurate and that the information disclosed by the database and search systems of the relevant authorities is true and complete and that such information has not since then altered and that such searches did not fail to disclose any information which has been delivered for registration or publicity but did not appear on the public records as at the search date. Furthermore, all assumptions, limitations and qualifications contained in the databases and search systems we conducted our searches thereon are completely incorporated and applied to this opinion.

 

3.

the meetings to resolve the Resolutions have been lawfully and duly convened and the Resolutions have been lawfully and duly approved and adopted thereby.

 

4.

the accuracy and completeness of all factual matters reflected in such documents.

 

Based upon the foregoing, and subject to the assumptions and qualifications herein contained, we are of the opinion that, as of the date hereof:

 

1.

The Company has been duly incorporated and is validly existing as a company limited by shares under the laws of the ROC.

 

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United Microelectronics Corporation

December 26, 2024

Page 3

 

2.

The New Shares have been duly authorized and, when delivered to the persons who have been granted with such New Shares under the 2024 Restricted Stock Awards Plan, will be validly issued, fully paid and non-assessable. For the purposes of this opinion, the term “non-assessable” in relation to shares of capital stock of the Company under the laws of the ROC means that no calls for further payment can be made upon such capital stock or upon any holders of such capital stock solely by reason of their ownership thereof.

 

This opinion is subject to the following qualifications:

 

1.

Enforcement of rights for claims in relation to the subscription rights under the 2024 Restricted Stock Awards Plan and Resolutions is subject to applicable statutes of limitations under the laws of the ROC.

 

2.

The courts of the ROC are free to look behind stipulations of fact contained in the transaction documents and independently determine such facts.

 

3.

Under the ROC Code of Civil Procedures and under the ROC Code of Administrative Procedures, a party to the litigation has the right to dispute at the oral proceeding the fact alleged by the opposing party, and courts in the ROC have the discretionary power to admit or rule out evidence. Any determination, certificate or other matters stated in the transaction documents to be conclusive may nevertheless be subject to review by court.

 

4.

The exercise of any right may not be repugnant to public interests or have a primary purpose to harm another person, and such right must be exercised in good faith.

 

5.

No liability arising from willful misconduct or gross negligence may be disclaimed in advance.

 

6.

We express no view or opinion on the ROC tax consequences in relation to the subscription rights under the 2024 Restricted Stock Awards Plan and New Shares.

 

This opinion is rendered only to the Company and is solely for benefit of the Company in connection with the transaction contemplated by the Registration Statement referenced above. Except for being furnished to the respective officers and employees of the Company with a need to know, this opinion may not be relied upon by the Company for any other purpose, or furnished to, quoted to, relied upon, or otherwise referred to by any other person, firm or corporation for any purpose, without our prior written consent, save to the extent required to be disclosed by law or any regulatory or governmental authority or any court, provided that such disclosure does not entitle the recipients to rely on this opinion.

 

We hereby consent to the use of this opinion in, and the filing hereof as an Exhibit to the Registration Statement. In giving this opinion, we do not thereby admit that we come within the category of person whose consent is required under Section 7 of the Securities Act or the regulations promulgated thereunder.

 

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United Microelectronics Corporation

December 26, 2024

Page 4

 

We express no opinion other than as to legal matters and to the laws of the ROC. This opinion covers the laws of the ROC as of the date hereof and we shall have no obligation to update this opinion from time to time to reflect changes in such laws.

 

Sincerely yours,
CHEN & LIN

_/s/ Jennifer Wang, Doris Lu___

Jennifer Wang, Doris Lu

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2024 Plan Governing the Issuance of Restricted Stock Awards for Employees of United Microelectronics Corporation of our reports dated April 25, 2024, with respect to the consolidated financial statements of United Microelectronics Corporation and the effectiveness of internal control over financial reporting of United Microelectronics Corporation included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young

Taipei, Taiwan,

Republic of China

December 26, 2024

Exhibit 99.1

United Microelectronics Corporation (UMC)

2024 Plan Governing the Issuance of Restricted Stock Awards for Employees

Article I  Purpose of Issuance

United Microelectronics Corporation (the "Company") and its subsidiaries (the "UMC Group"), in order to attract and retain key talents for the achievement of its medium- and long-term objectives, intends to encourage employees to spare no efforts in reaching its operational goals, with the aim of creating more benefits for the Company and its shareholders and ensuring the alignment of the interests of the UMC Group’s employees with that of its shareholders. Therefore, in accordance with Article 267, Paragraph 9 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” promulgated by the Financial Supervisory Commission (hereinafter referred to as the “Offering and Issuance Regulations”), the Company adopts 2024 Plan Governing the Issuance of Restricted Stock Awards for Employees (hereinafter referred to as the “Plan”).

Article II Period of Issuance

The Company may issue the shares of restricted stock awards at once or in multiple times depending on the actual needs within two year after obtaining the notice from the competent authority indicating that registration has become effective. The actual date of issuance shall be determined by the Chairman as authorized by the Company’s board of directors (the “Board of Directors”).

Article III　Conditions for Issuance

(I)	Expected issue price: The current issue is gratuitous. The issue price is NT$0 per share.

(II)	The type of share issued and granted to employees will be the Company’s newly issued common shares that entail the same rights and obligations as those of any other outstanding common share, except for the limited rights prior to fulfillment of the vesting conditions in accordance with Article VI.

(III)         Vesting conditions

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1.

An employee, after having been granted a restricted stock award, shall fulfill the following vesting conditions

1-1.

Remain on the job on each vesting date;

1-2.

During the performance period, have no punishment record by the company in which he/she is employed in relation to violation of the employment contract, employee code of conduct, trust agreement, corporate governance best practice principles, ethical corporate management best practice principles, work handbook or non-compete and non-disclosure policies of the company in which he/she is employed or any agreement with the company in which he/she is employed; however, if the employee has such punishment records, the Company may determine the proportion of vesting shares to be granted based on the severity of the violation; and

1-3.

Have fulfilled both the personal performance indicators and operational goals set by the Company, the proportions of the vesting shares to be granted for such employee on the vesting date of each year will be as follows:

1-1. On the job for 2 years after granted: 33%

1-2. On the job for 3 years after granted: 33%

1-3. On the job for 4 years after granted: 34%

2.

Personal performance indicator(s): The performance rated “A” or higher for the most recent fiscal year prior to the end of each vesting period.

3.

The operational goals of the Company are based on the earnings per share (EPS), total shareholder return (Total Shareholder Return, TSR) and ESG as performance indicators. Listed below are the performance targets and weighting for the indicators. Targets are set for each indicator. Indicators that have achieved the target value, the number of vested shares in the year are calculated according to the corresponding weighting. Otherwise, the corresponding weighting is 0%. The performance period refers to the fiscal year of the most recent annual financial statements audited by a certified public accountant before the relevant vesting date. Performance indicators

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are based on the consolidated financial statements audited by a certified public accountant corresponding to the period required by the indicators.

Indicator	Weighting	Target
Earnings Per Share (EPS)	30%	Higher than the Company’s average of the previous three years (Note 1)
Total Shareholder Return (TSR) (Note 2)	30%	The Company’s TSR compared to the TWSESCI Index TSR: •      Greater than or equal to the TWSESCI Index TSR: 100% •      Less than the TWSESCI Index TSR: 0%
ESG	40%	100% if both of the following goals are met; otherwise, 0%. The conditions are as follows: •          Greenhouse gas (GHG) emissions (Note 3) On the job for 2 years after granted: Reduce 14% or more in year 2025 ； On the job for 3 years after granted: Reduce 16% or more  in year 2026； On the job for 4 years after granted: Reduce 18% or more in year 2027. •         Female directors reach one-third or more of the Board. (Note 4)

Note 1.

Comparing the performance period with the average of the preceding three years. The average of the preceding three years is calculated by taking the EPS of each year to infinite decimal places and then rounding  the resulting average  to four decimal places.

Note 2.

The TSR is calculated based on the share prices of the Company (Ticker: 2303 TT) and the Taiwan Semiconductor Index (Ticker: TWSESCI Index) during the performance period, with the initial share price defined as the average stock price of the previous 30 trading days up to and including

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the first day of the performance period, and the ending share price defined as the average stock price of the previous 30 trading days up to and including the last day of the performance period, plus the dividends (if any). Stock price and dividend information are based on the Taiwan Stock Exchange and Bloomberg Financial Database.

Note 3.

GHG emissions take year 2020 as the base year, with the calculation scopes defined under GHG Protocol, including direct emissions (Scope 1) and indirect emissions from purchased or acquired energy (Scope 2) defined by GHG Protocol, and the reduction performance is calculated under a full-capacity production scenario.

Note 4.

Based on the list of board members on each vesting date.

 (IV)       Non-fulfillment of the vesting conditions by employees

1.

After the company's operational goals’ review, if it is confirmed that the targets are not achieved, the shares of restricted stock awards granted to him/her but unfulfilled vesting conditions will be recalled and canceled by the Company without any compensation to such employee.

2.

Where an employee who has been granted the shares of restricted stock awards is not on the job on the vesting date, has committed an act of gross negligence by violating any of the agreements under Article III, Paragraph (III), Sub-paragraph 1, or has failed to fulfill both the personal performance indicators and operational goals set by the Company, the shares of restricted stock awards granted to him/her but unfulfilled vesting conditions will be recalled and canceled by the Company without any compensation to such employee.

3.

During the vesting period, if an employee has voluntarily resigned or been dismissed or laid off, his/her unvested shares will be recalled and canceled by the Company without any compensation to such employee.

(V)	Where any of the following circumstances occurs, the unvested shares of restricted stock awards shall be subject to the following:

1.

Leave without pay:

The rights and obligations of the unvested shares of restricted stock awards not be affected and shall still be subject to the provisions of the Plan. The actual number of vested shares for each year shall, in

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addition to being subject to the conditions set by the Plan, be calculated proportionately based on the actual number of months when an employee is on the job during each performance period. Where an employee is on leave without pay on the vesting date, he/she will be deemed as having failed to fulfill the vesting conditions, and the unvested shares of restricted stock awards will be recalled and canceled by the Company without any compensation to such employee.

2.

Transfer to an affiliated company:

Where an employee has voluntarily applied for transfer to any affiliated company, his/her unvested shares of restricted stock awards will be recalled by the Company without any compensation to such employee. Where an employee has been approved by the Company for transfer to any affiliated company due to the UMC Group’s operational needs, the rights and obligations of his/her unvested shares of restricted stock awards will not be affected and shall still be subject to the provisions of the Plan. With respect to the operational goals of the Company, the percentage of the actual number of vested shares for each year shall be calculated proportionately based on the operational goals achieved. With respect to personal performance targets, they shall be re-measured based on the performance standards after transfer to the affiliated company. Further, the employee shall remain on the job at the affiliated company or the Company on the vesting date. Otherwise, he/she will be deemed as having failed to fulfill the vesting conditions, and his/her unvested shares of restricted stock awards will be recalled and canceled by the Company without any compensation to such employee.

3.

Retirement:

The rights and obligations of the unvested shares of restricted stock awards will not be affected and shall still be subject to the provisions of the Plan. The actual number of vested shares for each year shall, in addition to being subject to the conditions set by the Plan, be calculated proportionately based on the actual number of months

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when an employee is on the job during each performance period.

4.

Inability to continue the job due to physical disability caused by an occupational accident:

The unvested shares of restricted stock awards shall vest on the termination date of employment. With respect to any vesting year where the percentages of achievement of the Company’s operational goals and personal performance targets are confirmed as of the date of termination, the percentage of the actual number of vested shares for that year shall be calculated according to the vesting conditions set by the Plan. With respect to any vesting year where it is unable to confirm the percentages of achievement of the Company’s operational goals and personal performance targets, the unvested shares of restricted stock awards will be fully vested.

5.

Ordinary death or death caused by an occupational accident:

In the event of the death of an employee, his/her heir shall complete the legally required processes and provide relevant supporting documents for the unvested shares of restricted stock awards prior to applying for receipt of the inheritable shares or disposal interests thereof.  In the event of the death of an employee, with respect to any vesting year where the percentages of achievement of the Company’s operational goals and personal performance targets are confirmed as of the date of death of the employee, the percentage of the actual number of vested shares for that year shall be calculated according to the vesting conditions set by the Plan. With respect to any vesting year where it is unable to confirm the percentages of achievement of the Company’s operational goals and personal performance targets, the unvested shares of restricted stock awards will be fully vested.

6.

Where the Company has undergone a reorganization in accordance with the Business Mergers and Acquisitions Act, the vesting conditions for those unvested shares of restricted stock awards  deemed as completely fulfilled  or not  and the vesting percentage shall be subject to the determination of the Board of Directors.

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7.

In the event of any special circumstance such as where an employee has made an outstanding contribution to the company in which he/she is employed, at the termination of employment, the unvested shares of restricted stock awards deemed as completely fulfilled or not and the vesting percentage shall be subject to the determination of the Chairman based on the actual circumstances of different cases. In case that such employee is a director or an executive, the prior approval from the Remuneration Committee is required, and in case that such employee is not a director or executive, the prior approval from the Audit Committee is required.

(VI) The Company will cancel the shares of restricted stock awards recalled by the Company without compensation.

Article IV Total Amount of Issuance

A total number of 66,000,000 new common shares will be issued and granted to employees. The par value per share is NT$10, and the total amount is NT$660,000,000.

Article V Employee Eligibility and Release Review Procedure

(I)

An eligible employee shall be any full-time employee of the Company or any of its affiliates as defined under Article 369-2 and 369-3 of the Company Act who remains on the job on the vesting date. Such employee shall reach a certain level of performance and fulfill at least one of the following conditions:

1. The employee is strongly related to the future strategic development of the Company;

2. The employee is a critical technical talent.

(II)

The number of grantable shares of restricted stock awards will be determined based on seniority, job level, position, job performance, overall contribution, special achievement, or other conditions required on the basis for management, and the release criteria will be adopted accordingly. The number of shares granted shall be approved by the Chairman and submitted to the Board of Directors for resolution. Any employees who are directors or executives shall be subject to the

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approval of the Remuneration Committee, and any employees who are not directors or executives shall be subject to the approval of the Audit Committee.

(III)

Any person who holds 10% or more of the outstanding common shares of the Company is not eligible for a grant hereunder. Any member of the Remuneration Committee or any member of the Board of Directors who is not an employee is not eligible for a grant hereunder as well.

(IV)

The sum of the cumulated number of shares of restricted stock awards obtained by a single employee, in combination with the cumulated number of shares subscribable under the employee stock options granted by the Company to such employee pursuant to Article 56-1, Paragraph 1 of the Offering and Issuance Regulations shall not exceed 0.3% of the total outstanding shares of the Company. The total of the aforesaid sum plus the cumulated number of shares subscribable under the employee stock options granted by the Company to such employee pursuant to Article 56, Paragraph 1 of the Offering and Issuance Regulations shall not exceed 1% of the total outstanding shares of the Company. However, subject to special approval from the central competent authority of the relevant industry, such ceiling for a single employee could be exempted. Where the competent authority has updated its relevant regulations, the updated version of laws and regulations of the competent authority shall apply.

Article VI Limited Rights After Granting of New Shares and Prior to the Fulfillment of the Vesting Conditions

(I)	Before any employee who has been granted the shares of restricted stock awards fulfills the vesting conditions, except for the case of inheritance, the shares of restricted stock awards shall not be sold, pledged, transferred, gifted to others, created any encumbrance, or otherwise disposed of.

(II)	Before any employee who has been granted the shares of restricted stock awards fulfills the vesting conditions, his/her rights to attendance, proposal, statement, voting and election at the Shareholders’ Meeting shall be the same as those of the outstanding common shares of the

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Company, and shall be exercised by an entrusted institution according to the custodian agreement.

(III)

Where any employee has been granted the shares of restricted stock awards pursuant to the Plan, his/her other rights prior to fulfillment of the vesting conditions include, but are not limited to, the right to distribution of cash dividends, stock dividends, legal reserves and capital reserves, and the preemptive right for new shares of capital increase by cash, shall be the same as those of the outstanding common shares of the Company, and shall be exercised according to the custodian agreement.

(IV)

During the period from the book closure date for stock dividends granted by the Company, the book closure date for cash dividends, the book closure date for subscription of new shares from a cash capital increase, the book closure period of the Shareholders’ Meeting as specified by Article 165, Paragraph 3 of the Company Act or any other statutory book closure date occurring based on the fact until the record date for distribution of rights, the time and process for lifting the restrictions on the vested shares of any employee who has fulfilled the vesting conditions shall be subject to the custodian agreement or the applicable laws and regulations.

Article VII  Other Important Matters Agreed

(I)

The shares of restricted stock awards shall be deposited in a security trust account after the issuance. Prior to fulfillment of the vesting conditions, an employee shall not request the trustee to return the shares of restricted stock awards for any reason or in any way.

(II)

During the period when the shares of restricted stock awards are deposited in the security trust account, the Company or the person designated by it shall be fully authorized to act on behalf of the employees to deal with the following, including but not limited to the negotiation, execution, revision, extension, rescission or termination of the custodian agreement, and instructions on the delivery, use, and disposition of the property thereunder with the custodian.

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Article VIII

Execution and Confidentiality

(I)

Any employee who has been granted the shares of restricted stock awards may be deemed to have acquired such shares only after he/she has signed the “Agreement to Receive Restricted Stock Awards” and completed the processes relevant to the custodial trust pursuant to a notice from the responsible department. Where the employee has failed to sign the relevant documents as required, he/she will be deemed to have renounced his/her shares of restricted stock awards.

(II)

All employees and owners of the shares of restricted stock awards and derivative rights acquired in accordance with the Plan shall comply with the provisions of the Plan and the “Agreement to Receive Restricted Stock Awards”, and failure to do so will be deemed as non-fulfillment of the vesting conditions. They shall also comply with the UMC Group’s pay secrecy requirements and may not inquire with others about or disclose the details and number of the restricted stock awards granted or inform others of the details and personal rights relevant to the Plan. In the event of any violation of the aforesaid requirements, the Company may recall and cancel the unvested shares of restricted stock awards without any compensation to such employees.

 

Article IX Taxation

Taxation related to the restricted stock awards granted in accordance with the Plan shall be subject to the applicable laws of the country where the employee resides at the time of grant. 

Article XOther Important Matters

(I)

The Plan shall be approved by the resolution of  majority of the directors at a meeting of the Board of Directors attended by at least two-thirds of all directors, and shall be submitted to the Shareholders’ Meeting for approval and implemented after its registration with the competent authority has become effective. Any amendments made to the Plan prior to the actual issuance shall follow the same procedure. If subsequent amendment to the Plan is required due to a change of laws or pursuant to a review by the competent authority, the Chairman shall

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be authorized to amend the Plan. Issuance of shares may commence only after such amendment has been submitted to the Board of Directors for ratification.

(II)	Except as otherwise specified by law, for any matter not provided for in the Plan, the Board of Directors or any person authorized by it shall be fully authorized to revise or implement the matter in accordance with the applicable laws and regulations.

Note: This English translation is for reference purposes only. In the event of any discrepancy between the Chinese original and this English translation, the Chinese original shall prevail.

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Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8

(Form Type)

UNITED MICROELECTRONICS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title (1)	Fee Calculation Rule	Amount Registered (2)	Proposed Maximum Offering Price per Unit (3)	Maximum Aggregate Offering Price	Fee Rate	Amount Registration Fee
Equity	Common Shares, NT$10.00 par value per share	Rule 457(c) and Rule 457(h)	66,000,000	$1.301	$85,866,000.00	$153.10 per $1,000,000	$13,146.09
Total Offering Amounts					$85,866,000.00		$13,146.09
Total Fee Offsets							$0.00
Net Fee Due							$13,146.09

(1)	This Registration Statement shall also cover any additional shares of Registrant’s common shares in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares. The common shares may be represented by the Registrant’s American Depositary Shares (“ADSs”), which are evidenced by American Depositary Receipts (“ADRs”). Each ADS and ADR represents 5 common shares. The ADSs are listed on the New York Stock Exchange (“NYSE”) under the symbol “UMC.”
(2)	Represents shares reserved for issuance upon the exercise of restricted stock awards outstanding under the 2024 Plan Governing the Issuance of Restricted Stock Awards for Employees (66,000,000 shares).
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended, based upon the average of the high and low prices of the ADSs as reported by the NYSE on December 20, 2024, which date is within five business days prior to filing this Registration Statement.

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