Exhibit 1.1



(Translation)



Articles of Incorporation

of

United Microelectronics Corporation



Section I General Provisions



|Article 1         |  | The Company shall be incorporated as a company limited by shares under the Company Law and its name shall be United Microelectronics
Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  | 
|Article 2         |  | The scope of business of the Company shall be as follow:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  | 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                  | 
|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 Law.                                                                                                                                                                                                                                                                                                                                                                                   
|                  | 
|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 Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                 
|Section II Shares
|                  | 
|Article 5         |  | The total capital amount of the Company shall be Two Hundred and Twenty billion New Taiwan Dollars accounting for Twenty
Two billion shares, at a par value of Ten New Taiwan Dollars (NT$10) per share. 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 Law or relevant securities-related laws and regulations. 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. 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. Board of
Directors is authorized to issue the unissued shares in installments depending on the business needs of the Company.                                                                                                                                                                                                                                                                                                                     
|                                     | 
|Article 6                            |  | The share certificate of the Company shall be all name-bearing share certificates and shall be signed by, and affixed with the seals or by signature of, at least three directors
of the Company, and issued after duly authentication pursuant to the law.                                                                                                                                                                                                                                                                                                                                                                
|                                     | 
|                                     |  | The company can accept the application by the Taiwan Securities Central Depositary Co., Ltd. for central custody of physical certificate of one thousand shares in face value in
exchange for a large face value share certificate. When the company issues new shares, the total new issued shares can be printed on one single certificate and transferred by book-entry to the account of Taiwan Securities Central Depositary Co.,
Ltd. And the Company may request the Taiwan Securities Central Depositary Co., Ltd. to keep the share certificates in custody. 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.                                                                                                                                                                                                                                                                              
|                                     | 
|Article 9                            |  | In case a shareholder is unable to attend a shareholders meeting, he/she may issue proxy 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                           |  | A shareholder of the Company shall have one vote for each share held by him.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                     | 
|Article 11                           |  | Unless otherwise provided in the Company Law, resolution shall be made at the meeting attended by shareholders holding and representing 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 Supervisors
|                                     | 
|Article 12                           |  | The Company shall have twelve (12) directors and three (3) supervisors to be elected at a shareholders meeting from persons of legal capacity to serve a term of three years.
A director or supervisor may be re-elected.                                                                                                                                                                                                                                                                                                                                                                                                 
|                                     | 
|Article 13                           |  | The total number of shares held by all directors of the Company shall not be less than five percent (5%) of the Companys total number of shares issued and
outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                     | 
|Article 14                           |  | The total number of shares held by all supervisors of the Company shall not be less than point five percent (0.5%) of the Companys total number of shares issued and
outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                     | 
|Article 15                           |  | The Board of Directors shall be organized by directors, among them four (4) managing directors shall be elected by majority of directors present at a meeting attended by more than
two thirds of directors and the Chairman of the Board shall be elected in the same manner by and among the                                                                                                                                                                                                                                                                                                                             



---

|                   |  | managing directors. The managing directors may also elect a vice Chairman of the Board whenever they may deemnecessary to carry out the Companys activities.
The Chairman of the Board shall internally be the Chairman of themeeting 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 Chairmanof the Board of Directors, if any, shall act
as the Chairman. If there is no vice Chairman of the Board or the viceChairman of the Board is also on leave or unable to perform his duties for cause, the Chairman of the Board shalldesignate a managing director to act as the chairman. If
no such designation, the managing directors shall elect onefrom among 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
thescope of authorization by signing or affixing his/her seal on the proxy form for another board member to present onhis/her behalf. The representative shall serve as the proxy for one director only. Other than demanded by ROC Company Law, the resolution of the board of directors shall be adopted by a majority ofthe directors present at the meeting attended by
more than half of the directors.
|                   | 
|Article 17         |  | Remunerations for all directors and supervisors shall be decided at a meeting of shareholders and at the normal rateadopted by other firms of the same industry no
matter the Company has profit or not.                                                                                                                                                                                                                                                                                                                     
|                   | 
|Article 18         |  | The Board of Directors shall have the following functions and responsibilities:                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   | 
|Article 19         |  | The supervisors shall have the following functions and responsibilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |  | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                  
|Section V Managers
|                   | 
|Article 20         |  | The Company may have general managers and several deputy general managers, whose appointments, discharge, andremunerations shall be subject to provisions in
Article 29 of the                                                                                                                                                                                                                                                                                                                                               



---

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | ROC Company Law. The scope of authority of the managers is to be determined by the board of directors, and the boardof 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 thegeneral shareholders meeting for acceptance.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|Article 22                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | After making the final settlement of account, the Company shall allocate the net profit (earnings), if any, according tothe following
sequence:                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 1.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 2.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 3.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 4.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 5.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 6.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Because the company is still in its growth stage, the dividend policy of the Company shall be determined pursuant to the factors, such as the investment environment,
capital requirement, domestic and overseas competition environment and capital budget of the Company current or future, as well as shareholders interest, balance of dividend and long term financial plan of the Company. The Board of Directors shall
propose the distribution plan and submit to the shareholders meeting every year. The distribution of shareholders dividend shall be allocated as stock dividend in the range of 50% to 100%, and cash dividend in the range of 0% to
50%.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Section VII Additional Rules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|Article 23                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|Article 24                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                          
|Article 25                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |