UNITED MICROELECTRONICS CORP — Regulatory Filings 2009

Oct 13, 2009

F-6 1 e605918_f6-umc.htm Unassociated Document Licensed to: edata Document Created using EDGARizerAgent5.1.3.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

As filed with the U.S. Securities and Exchange Commission on October 13, 2009

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

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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)

4 New York Plaza, New York, NY 10004

Telephone (212) 623-0636

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

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Peter Courture

Law +, P.C.

978 Highlands Circle

Los Altos, CA 94024, USA

Telephone: (650) 968-8855

(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

| Scott
A. Ziegler, Esq. | Chris
K.H. Lin, Esq. |
| --- | --- |
| Ziegler,
Ziegler & Associates LLP 570
Lexington Avenue, 44 th Floor New
York, New York 10022 (212)
319-7600 | Simpson
Thacher & Bartlett LLP ICBC
Tower, 35th Floor, 3 Garden Road Central,
Hong Kong 852-2514-7600 |

It is proposed that this filing become effective under Rule 466

| o | immediately upon
filing |
| --- | --- |
| o | on (Date) at
(Time) |

If a separate registration statement has been filed to register the deposited shares, check the following box o .

CALCULATION OF REGISTRATION FEE

| Title
of each class of Securities
to be registered | Amount to
be registered | Proposed
maximum aggregate
price per unit (1) | Proposed
maximum aggregate
offering price (2) | Amount
of registration
fee |
| --- | --- | --- | --- | --- |
| American
Depositary Shares evidenced by American Depositary Receipts, each American
Depositary Share representing five common shares of United
Microelectronics
Corporation | 100,000,000 American
Depositary Shares | $0.05 | $5,000,000 | $279 |

(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.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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 Deposit Agreement filed as Exhibit (a) 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 — (1) | Name and
address of Depositary | | Location in Form of American Depositary Receipt Filed
Herewith as Prospectus — Introductory
paragraph and bottom of face of American Depositary
Receipt |
| --- | --- | --- | --- |
| (2) | Title of
American Depositary Receipts and identity of deposited securities | | Face
of American Depositary Receipt, top center |
| Terms of
Deposit: | | | |
| | (i) | Amount
of deposited securities represented by one unit of American Depositary
Shares | Face
of American Depositary Receipt, upper right corner |
| | (ii) | Procedure for
voting, if any, the deposited securities | Paragraph (12) |
| | (iii) | Collection
and distribution of dividends | Paragraphs (4),
(5), (7) and (10) |
| | (iv) | Transmission
of notices, reports and proxy soliciting material | Paragraphs
(3), (8) and (12) |
| | (v) | Sale or
exercise of rights | Paragraphs
(4), (5) and (10) |
| | (vi) | Deposit or
sale of securities resulting from dividends, splits or plans of
reorganization | Paragraphs
(4), (5), (10) and (13) |

| | (vii) | Amendment,
extension or termination of the Deposit Agreement | Paragraphs
(16) and (17) |
| --- | --- | --- | --- |
| | (viii) | Rights
of holders of ADRs to inspect the transfer books of the Depositary and the
list of Holders of ADRs | Paragraph
(3) |
| | (ix) | Restrictions
upon the right to deposit or withdraw the underlying
securities | Paragraphs
(1), (2), (4), and (5) |
| | (x) | Limitation
upon the liability of the Depositary | Paragraph
(14) |
| (3) | Fees and
Charges | | Paragraph
(7) |

| Item
2. AVAILABLE INFORMATION — Item
Number and Caption | | Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus |
| --- | --- | --- |
| (b) | 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. | Paragraph
(8) |

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) 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"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).

(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 . Filed herewith as Exhibit (d).

(e) Certification under Rule 466. Not applicable.

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on October 13, 2009.

| Legal
entity created by the form of Deposit Agreement for the issuance of ADRs
evidencing American Depositary Shares | |
| --- | --- |
| By: | JPMORGAN
CHASE BANK, N.A., as Depositary |
| By: | /s/ Joseph
M. Leinhauser |
| Name: | Joseph
M. Leinhauser |
| 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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on October 13, 2009.

| United
Microelectronics Corporation | |
| --- | --- |
| By: | /s/ Stan
Hung |
| Name: | Stan
Hung |
| Title: | Chairman |

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shih-Wei Sun and Chitung Liu, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on October 13, 2009, in the capacities indicated.

SIGNATURES

Signature	Title
/s/ Stan
Hung	Chairman
of the Board of Directors and Director
Stan
Hung
/s/ Shih-Wei
Sun	Director
(Representative of Silicon Integrated Systems Corp.) and Chief Executive
Officer
Shih-Wei
Sun
/s/ Wen-Yang
Chen	Director
(Representative of Hsun Chieh Investment Co.) and Senior Vice
President
Wen-Yang
Chen
/s/ Po-Wen
Yen	Director
(Representative of Hsun Chieh Investment Co.) and Senior Vice
President
Po-Wen
Yen
/s/ Ting-Yu
Lin	Director
Ting-Yu
Lin

| /s/ Chun-Yen
Chang | Independent
Director |
| --- | --- |
| Chun-Yen
Chang | |
| /s/ Chung-Laung Liu | Independent
Director |
| Chung-Laung
Liu | |
| /s/ Paul S.C.
Hsu | Independent
Director |
| Paul
S.C. Hsu | |
| /s/ Cheng-Li
Huang | Independent
Director |
| Cheng-Li
Huang | |
| /s/ Chitung
Liu | Chief
Financial Officer |
| Chitung
Liu | |
| /s/ Yen
Huang | Accounting
Division Director |
| Yen
Huang | |

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 Registration Statement in Form F-6 on October 13, 2009.

| Law
+, P.C. | |
| --- | --- |
| By: | /s/ Peter
Courture |
| | Name:
Peter Courture |
| | Title:
Sole Director |

INDEX TO EXHIBITS

Exhibit Number
(a)	Form
of Deposit Agreement.
(d)	Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be
registered.