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182 United Microelectronics Corporation Annual Report 2004 Directors' or Supervisors' Objections on the Important Resolution of Board Meeting None. Issuance of Private Placement Securities None. Acquisition or Disposal of UMC Shares by Subsidiaries Subsidiary Fortune Venture Capital Corporation Paid-in Capital Source of Capital 3,000,000 New shares for cash Holding % by the Company Acquisition or Disposal Date Shares Acquired and Amount Disposal Shares and Amount Profit / Loss In thousand NTD, Shares As of Annual Report Printing Date Shares Amount 99.99 2004 1,467,234 (Note 1) – – 19,807,661 171,857 2005 – – – 19,807,661 171,857 Hsun Chieh Investment Co., Ltd. 14,177,110 Merger 99.97 2004 40,276,454 (Note 2) – – 543,732,129 29,592,654 2005 – – – 543,732,129 29,592,654 Notes (1) 1,467,234 shares were distributed as a dividend in 2004. (2) 40,276,454 shares were distributed as a dividend in 2004. (3) Data represented for 2005 was gathered up until March 21, 2005. (4) None of the above companies pledged UMC shares as collateral. (5) The Company did not provide endorsements or guarantees to these subsidiaries. (6) The Company did not provide loans to these subsidiaries.
Special Disclosures 183 Major Resolutions of the Shareholders' Meeting and the Board of Directors’ Meetings Major Resolutions of the 2004 Regular Shareholders' Meeting 1. All attending shareholders unanimously approved to capitalize NTD 13,335,556,780 from the unappropriated earnings of 2003 and previous years and NTD 661,298,610 from the capital reserve as paid-in capital for the Company’s investment and fab expansion plans. 2. All attending shareholders unanimously approved the amendment of Articles 12 and 25 of the Articles of Incorporation. Major Resolutions of the Board of Directors' Meetings 1. All attending directors unanimously approved the statement of the Company’s internal control in 2003. 2. All attending directors unanimously approved the amendment of the statement of the Company’s internal control, based on the laws of Securities and Futures Bureau. 3. All attending directors unanimously approved the proposition to acquire the subsidiary of Silicon Integrated Systems Corp. – SiS Microelectronics Corp., except John Hsuan and Jackson Hu who did not participate in this voting. 4. All attending directors unanimously approved the new share issuance for the merger except John Hsuan and Jackson Hu who did not participate in this voting. 5. All attending directors unanimously approved the Company’s 2003 business report and 2003 financial statement. 6. All attending directors unanimously approved the Company’s 2003 surplus earnings distribution chart and will forward the approved chart to supervisors and propose it at the Company’s shareholders’ meeting for its approval. 7. All attending directors unanimously approved to capitalize part of the unappropriated earnings of 2003 and previous years as paid-in capital for the Company’s investment and fab expansion plans, and will forward the approved plans to supervisors and propose it at the Company’s shareholders’ meeting for its approval. 8. All attending directors unanimously approved the amendment of Article 12 and 25 of the Articles of Incorporation, and will forward the approved amendment to supervisors and propose it at the Company’s shareholders’ meeting for its approval. 9. The Company has resolved to hold its 2004 annual general shareholders’ meeting on June 1, 2004. 10. All attending directors unanimously approved to launch the seventh round of the share buy-back program on the stock exchange, and to set forth the transfer rules for the treasury shares and to finalize a statement declaring that the program will not affect the maintenance of the Company’s capital, and will forward the approved program to supervisors and propose it at the Company’s shareholders’ meeting for its ratification. 11. All attending directors unanimously approved the audited semi-annual financial reports of the first half of 2004. 12. All attending directors unanimously approved the voluntary conditional takeover offer to UMCi shareholders (those other than Company shareholders of UMCi) for 47,938,027 shares (5.45% of shares issued) due to the operating requirement. The program will be based on the laws from related countries. 13. All attending directors unanimously approved to transfer all or parts of UMCi’s business, operation and assets to the Company’s Singapore branch based on related laws after finishing the share buyout of UMCi common shares. 14. All attending directors unanimously approved to authorize the Company to sponsor the issuance of ADSs for the Company’s shareholders – Chiao Tung Bank, who has applied for the participation in the sale program. 15. All attending directors unanimously approved to authorize the Company to sponsor the issuance of ADSs for the Company’s shareholders in accordance with the “Policy for UMC Conversion Sale Program ”. 16. All attending directors unanimously approved to authorize the Company to sponsor the issuance of ADSs for the Company’s shareholders who have applied for the participation in the sale program in accordance with the “Policy for UMC Conversion Sale Program ”. 17. All attending directors unanimously approved the Company’s 2005 budget plan.
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THE SoC SOLUTION FOUNDRY United Mic
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united microelectronics corporation
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Financial Review Unconsolidated 67
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Letter to Shareholders 5 packaging
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Letter to Shareholders 7 strategy,
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Era of the SoC 9 Remarkable progres
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Energy Efficiency SoCs can be used
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Automobile Security SoCs can be use
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Office Automation SoCs are found in
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Mobile Communications SoCs are foun
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Era of the SoC 19 Advanced Process
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Corporate Overview 21 Corporate Pro
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Corporate Overview 23 2000 > 2001 >
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Corporate Overview 25 Corporate Mar
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Corporate Overview 27 Experience Ed
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Corporate Overview 29 Directors’
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Corporate Overview 31 Experience Ed
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Corporate Overview 33 Transportatio
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Corporate Overview 35 Salary (In th
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Corporate Overview 37 Total Percent
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Corporate Overview 39 List of Major
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Corporate Overview 41 Employee Bonu
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Corporate Overview 43 Corporate Bon
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Corporate Overview 45 Corporate Bon
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Corporate Overview 47 2003.12.23 20
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Corporate Overview 49 Employee Stoc
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Corporate Overview 51 Mergers and A
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Operations Overview 53 Business Sco
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Operations Overview 55 R&D Expendit
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Operations Overview 57 Market and S
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Operations Overview 59 Production a
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Operations Overview 61 Environmenta
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Operations Overview 63 Major Agreem
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Financial Report 2004
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Financial Review Consolidated 117
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Page 183: Special Disclosures 181 Status of I
Page 187 and 188: Special Disclosures 185 Description
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