**Exhibit 1.1****(Translation)****Articles of Incorporation of United Microelectronics Corporation**Last Updated: June 11, 2007   **Section I** **General Provisions**   Article 1 The Company shall be incorporated as a company limited by sharesunder the Company Law and its name shall be “United MicroelectronicsCorporation.”   Article 2 The scope of business of the Company shall be as follow:   1. Integrated circuits;   2. Various semiconductor parts and components, such as Hybrid Circuits, ICCards and Circuit Modules, etc.;   3. Parts and components of microcomputers, microprocessors, peripheralsupport and system products, such as Contact Image Sensors (CIS) and Liquid CrystalDisplays (LCD), etc.;   4. Parts and components of Semiconductor memory and its systems products;   5. Parts and components of semiconductor and its systems products used indigital signal acquisition and transmission system;   6. Parts and components of semiconductor and its systems products used intelecommunication systems;   7. Testing and packaging of integrated circuits   8. Production of mask; research and development, design, production, sales,promotion and after sale service of all above items and their application products.   9. Also engage in export/import trade business in relation to the businessof the Company.   Article 2-1 The Company may act as a guarantor.   Article 2-2 When the Company becomes a shareholder of limited liability inother companies, the total amount of its investment may not besubject to the restriction of not exceeding 40% of its own paid-incapital as provided in Article 13 of the Company Law.   Article 3 The Company shall have its head-office in Hsinchu Science-basedIndustrial Park and, if necessary, may set up branches or businessoffices in and out of this country upon a resolution of its Boardof Directors and approval from the competent government authority.   Article 4 Public notices of the Company shall be made in accordance withArticle 28 of the Company Law.   **Section II** **Shares**   Article 5 The total capital amount of the Company shall be Two Hundred andSixty billion New Taiwan Dollars accounting for Twenty Six billionshares, at a par value of Ten New Taiwan Dollars (NT$10) pershare. Board of Directors is authorized to issue the unissuedshares in installments. The issue price per share will bedetermined by the Board of Directors pursuant to the ROC CompanyLaw or relevant securities-related laws and regulations.     The capital, within fifteen billion New Taiwan Dollars, is for corporate bondswith equity warrants, which is one thousand and five hundred million shares, at apar value of ten New Taiwan Dollars (NT$10) per share. Board of Directors isauthorized to issue the unissued shares in installments depending on the businessneeds 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) pershare. Board of Directors is authorized to issue the unissued shares ininstallments depending on the business needs of the Company.   Article 6 The share certificate of the Company can be all name-bearing share certificates and shallbe signed by, and affixed with the seals or by signature of, at least three directors of theCompany, and issued after duly authentication pursuant to the law.     The Company can also deliver shares by wiring into account books based on relatedregulations, rather printing physical shares. When issuing other securities, thesame rule applies.
 

 
   Article 7 Registration for transfer of shares shall all be suspended 60 days before the convocation of any ordinaryshareholders’ meeting, 30 days before the convocation of extraordinary shareholders’ meeting, or 5 days before therecord 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 shallbe convened once a year by the Board of Directors in accordance with laws within six months after the close of eachaccounting 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 printed by the Companysetting forth the scope of authorization by signing or affixing his/her seal on the proxy form for the representativeto be present on his/her behalf.   Article 10 Unless otherwise provided in the Laws, a shareholder of the Company shall have one vote for each share held by him.   Article 11 Unless otherwise provided in the Company Law, Securities and Exchange Act or other Laws, resolution shall be made atthe meeting attended by shareholders holding and representing majority of the total number of issued and outstandingshares 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 nine (9) directors and three (3) supervisors to be elected at a shareholders’ meeting throughnominating system from persons of legal capacity to serve a term of three years. A director or supervisor may bere-elected.   Article 13 Within the directors elected, there should be no less than 2 independent directors and meanwhile no less thanone-fifth of total directors seats. Qualification, share-holding limitation, concurrent positions limitation,nomination and election rules, and other terms for independent directors have to be compiled with related laws.   Article 14 The Company has to purchase D&O for directors and supervisors during their terms.   Article 15 The Board of Directors shall be organized by directors. The Chairman of the Board shall be elected by majority ofdirectors present at a meeting attended by more than two thirds of directors. The directors may also elect a viceChairman of the Board whenever they may deem necessary to carry out the Company’s activities. The Chairman of theBoard shall internally be the Chairman of the meeting of shareholders, Board of Directors and managing directors’meeting and externally represent the Company.   Article 16 In case the Chairman of the Board of Directors is on leave or unable to perform his duties for cause, the viceChairman of the Board of Directors, if any, shall act as the Chairman. If there is no vice Chairman of the Board orthe vice Chairman of the Board is also on leave or unable to perform his duties for cause, the Chairman of the Boardshall designate a director to act as the chairman. If no such designation, the directors shall elect one from amongthemselves.   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, Securities and Exchange Act or other Laws,the resolution of the board of directors shall be adopted by a majority of thedirectors present at the meeting attended by more than half of the directors.   Article 17 Remunerations for all directors and supervisors shall be decided by the Board ofDirectors
 

 
     authorized by a meeting of shareholders according to involvements andcontributions to the Companies’ operation and at the normal rate adopted by otherfirms of the same industry.   Article 18 The Board of Directors shall have the following functions and responsibilities:   1. Examination and review of operational policy and medium and long-termdevelopment plans.   2. Review of and supervision over execution of annual business plans.   3. Approval of budget and examination of the final settlement of account.   4. Examination of capital increase/decrease plans.   5. Examination of earnings distribution or loss making up programs.   6. Examination and approval of important contracts.   7. Examination of Articles of Incorporation or amendments thereof.   8. Approval of organizational by-laws and important business rules.   9. Decision in establishment, reorganization or removal of branch offices.   10. Approval of major capital expenditure plans.   11. Appointment and discharge of general manager and deputy general manager.   12. Execution of resolutions adopted at shareholders’ meeting.   13. Examination of matters proposed by general manager for decision.   14. Convocation of shareholders’ meeting and making business reports.   15. Other matters to be handled in accordance with the laws.   Article 19 The supervisors shall have the following functions and responsibilities:   1. To audit the final settlement of account.   2. To supervise overall business, to investigate business and financialconditions of the Company and may request the Board of Directors or managers to makereports.   3. For the interest of the company, the supervisor can convene, ifnecessary, shareholders’ meeting when the board of directors won’t or can’t hold themeeting according to the ROC Company Law.   4. Other supervisory matters provides in laws.   **Section V** **Managers**   Article 20 The Company may have general managers and several deputy generalmanagers, whose appointments, discharge, and remunerations shall besubject to provisions in Article 29 of the ROC Company Law. Thescope of authority of the managers is to be determined by the boardof directors, and the board of directors can authorize the chairmanto determine.   **Section VI** **Accounting**   Article 21 The Board of Directors shall prepare at the close of eachaccounting fiscal year for the Company (1) Business Report, (2)Financial Statements, (3) Proposal of Distribution of Earnings orMaking Up of Loss, etc. and submit the same to the generalshareholders meeting for acceptance.   Article 22 After making the final settlement of account, the Company shallallocate the net profit (“earnings”), if any, according to thefollowing sequence:   1. Payment of taxes.   2. Making up loss for preceding years.   3. Setting aside 10% for legal reserve.   4. Allocation of 0.1% of residual amount after deducting the amounts statedin Items 1 through 3 above for remuneration of directors and supervisors.   5. The amount of no less than 5% of the residual amount after distributionof item 1 to 3, plus undistributed earnings from previous years, shall bedistributed as bonus to employees in the form of cash or new shares. The employeesmay include certain qualified employees from affiliate companies and thequalification of such employees is to be decided by the board of directors.   6. The rest shall be distributed according to the distribution plan proposedby the board of directors according to the dividend policy in paragraph two of thisclause and submitted to the shareholders’ meeting for approval.     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, capitalrequirement, domestic and overseas competition environment and capital budget ofthe Company current or future, as well as shareholders interest, balance ofdividend and long term financial plan of the Company. The Board of Directorsshall propose the distribution plan and submit to the shareholders’ meeting everyyear. The distribution of shareholders dividend shall be allocated as cashdividend in the range of 20% to 100%, and stock dividend in the range of 0% to80%.   **Section VII** **Additional Rules**   Article 23 The organization by-law of the Company shall be provided otherwise.   Article 24 In regard to all matters not provided for in these Articles of Incorporation, the Company Law, Securities and ExchangeAct or other Laws shall govern.   Article 25 These Article of Incorporation were enacted on Feb. 21, 1980 and amended on Feb. 21, 1981 for the first time, on May16, 1981 for the second time, on Aug. 8, 1981 for the third time, on Oct. 20, 1981 for the fourth time, on Jan. 15,1982 for the fifth time, on Apr. 28, 1983 for the sixth time, on Mar. 19, 1984 for the seventh time, on Aug. 7, 1984for the eighth time, on Apr. 30, 1985 for the ninth time, on Apr. 26, 1986 for the tenth time, on May 23, 1987 for theeleventh time, on Mar. 5, 1988 for the twelfth time, on March 25, 1989 for the thirteenth time, on June 6, 1989 for thefourteenth time, on Apr. 14, 1990 for the fifteenth time, on Jun. 29, 1991 for the sixteenth time, on May 7, 1992 forthe seventeenth time, on Apr. 22, 1994 for the eighteenth time, on May 4, 1995 for the nineteenth time, on Jun. 21,1995 for the twentieth time, on Apr. 11, 1996 for the twenty-first time, on Jun. 24, 1997 for the twenty-second time,on May 5, 1998 for the twenty-third time, on May 13, 1999 for twenty-fourth time, on Jul. 30, 1999 for twenty-fifthtime, on Apr. 7, 2000 for twenty-sixth time, on May 30, 2001 for the twenty-seventh time, on June 3, 2002 for thetwenty-eighth time, on June 9, 2003 for the twenty-ninth time, on June 1, 2004 for the thirtieth time, on June 13, 2005for the thirty-first time, on June 12, 2006 for the thirty-second time and on June 11, 2007 for the thirty-two time.