United Microelectronics : To announce related materials on acquisition of UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

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Provided by: UNITED MICROELECTRONICS CORP.
SEQ_NO	6	Date of announcement	2022/04/27	Time of announcement	17:04:03
Subject	To announce related materials on acquisition of UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.
Date of events	2022/04/27	To which item it meets	paragraph 20
Statement	1.Date of occurrence of the event:2022/04/27 2.Method of the current increase (decrease) in investment: The company plans to increase capital of RMB 4,116,048,200 or equivalent US dollars (approximately US dollars 663,878,742) in Cayman Islands subsidiary UNITED MICROCHIP CORPORATION via the company's Samoa subsidiary GREEN EARTH LIMITED to purchase the share of UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. (hereinafter referred to as USCXM) from XIAMEN JINYUAN INDUSTRY DEVELOPMENT CO., LTD.; the company's subsidiary, HEJIAN TECHNOLOGY (SUZHOU) CO., LTD., plans to purchase share of USCXM with RMB 742,238,200 (approximately US Dollars 119,715,839) from FUJIAN ELECTRONIC INFORMATION INDUSTRY VENTURE CAPITAL PARTNERSHIP (LIMITED PARTNERSHIP) (hereinafter referred to as FUJIAN ELECTRONICS & INFORMATION LIMITED PARTNERSHIP); the total investment amount is RMB 4,858,286,400. The transaction will be completed in consecutive three years at the ratio of 60%, 20% and 20%. 3.Amount, unit price, and total monetary amount of the transaction: Trading volume:NA; Price per unit:NA; Total amount: RMB4,858,286,400(approximately NTD21,497,917,320) 4.Company name of the mainland Chinese investee: UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. 5.Paid-in capital of aforementioned mainland Chinese investee: RMB14,697,794,000 6.Amount of capital increase currently planned for the aforementioned mainland Chinese investee: RMB0 7.Main businesses of the aforementioned mainland Chinese investee: Integrated circuit manufacturing 8.Type of CPA opinion in the latest annual financial statements of the aforementioned mainland Chinese investee: Standard unqualified audit opinion 9.Total equity of the aforementioned mainland Chinese investee in the latest annual financial statements: RMB5,396,328,825.52 10.Amount of profit/loss of the aforementioned mainland Chinese investee in the latest annual financial statements: Loss of RMB548,241,350.56 11.Amount of actual investment in the aforementioned mainland Chinese investee, up to the present moment: Including the present investment is RMB15,139,456,400 (Including UNITED MICROCHIP CORPORATION invests in RMB10,556,958,200, and HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. invests in RMB4,582,498,200) 12.Trading counterparty and its relationship with the Company: XIAMEN JINYUAN INDUSTRY DEVELOPMENT CO., LTD. (subsidiary director and supervisor) FUJIAN ELECTRONICS & INFORMATION LIMITED PARTNERSHIP (Subsidiary Director) 13.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: Reason for choosing the related person as the transaction object: the shareholder of USCXM Owner of previous transferred, transfer price and acquisition date: NA 14.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: Transfer price and acquisition date: USCXM's previous capital increase XIAMEN JINYUAN INDUSTRY DEVELOPMENT CO., LTD. (subsidiary director and supervisor) November 7, 2014, RMB 20,000,000 January 9, 2015, RMB 75,000,000 February 15, 2015, RMB 944,362,222.62 February 4, 2016, RMB 2,702,499,777.38 FUJIAN ELECTRONICS & INFORMATION LIMITED PARTNERSHIP (Subsidiary Director) November 7, 2014, RMB 3,100,000 January 9, 2015, RMB 1,900,000 February 15, 2015, RMB 87,013,000 March 24, 2015 RMB 95,427,000 July 26, 2016, RMB 487,322,000 15.Profit (or loss) upon disposal: NA 16.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: Terms of delivery or payment: In accordance with the agreement Restrictive covenants in the contract: None Other important stipulations: None 17.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit: 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 18.Broker: None 19.Concrete purpose of the acquisition or disposal: Long term investment 20.Any dissenting opinions of directors to the present transaction: None 21.Whether the counterparty of the current transaction is a related party: Yes 22.Date of the board of directors resolution:2022/04/27 23.Date of ratification by supervisors or approval by the Audit Committee:2022/04/27 24.Total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment: USD2,006,722,072 25.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the paid-in capital on the latest financial statements: 47.02% 26.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the total assets on the latest financial statements: 14.52% 27.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to equity attributable to owners of the parent on the latest financial statements: 20.89% 28.Total amount of actual investment in mainland China, up to the present moment: USD1,342,843,330 29.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the paid-in capital on the latest financial statements: 31.46% 30.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the total assets on the latest financial statements: 9.71% 31.Ratio of the total amount of actual investment in mainland China, up to the present moment, to equity attributable to owners of the parent on the latest financial statements: 13.98% 32.Amount of recognized profit (loss) on investment in mainland China for the last three years: 2019:NTD-5,440,179 thousand; 2020:NTD-1,946,284 thousand; 2021:NTD3,030,044 thousand; 33.Amount of profit remitted back to Taiwan for the last three years: RMB0 34.Whether the CPA issued an unreasonable opinion regarding the current transaction: No 35.Name of the CPA firm: Kau Wei CPAs Firm 36.Name of the CPA: Wenching Tsai 37.Practice certificate number of the CPA: Tai Cai Zheng Deng (Six) Zi No. 1494 38.Any other matters that need to be specified: The company plans to increase capital of RMB 4,116,048,200 or equivalent US dollars (approximately US dollars 663,878,742) in Cayman Islands subsidiary UNITED MICROCHIP CORPORATION with its own cash via the company's Samoa subsidiary GREEN EARTH LIMITED to purchase back the share of USCXM from XIAMEN JINYUAN INDUSTRY DEVELOPMENT CO., LTD. which was originally invested in USCXM with capital contribution of RMB 3,741,862,000, and the company's subsidiary, HEJIAN TECHNOLOGY (SUZHOU) CO., LTD, plans to purchase share of USCXM with RMB 742,238,200 (approximately US Dollars 119,715,839) from FUJIAN ELECTRONICS & INFORMATION LIMITED PARTNERSHIP which was originally invested in USCXM with capital contribution of RMB 674,762,000. The repurchase aforementioned will be carried out in consecutive 3 years from July 2022, with the percentage prescribed as 60%, 20% and 20%.