CMT — AGM Information 2025

Jun 5, 2025

Chinese Maritime Transport Ltd.

Description of the Proposal of the 2025 Annual Shareholders’ Meeting

Time: 9 a.m., Wednesday, May 28, 2025 Place: Regent Taipei – VIP ROOM

(4F.,No. 3, Ln. 39, Sec. 2 Zhongshan North Road, Taipei, Taiwan, R.O.C.)

Proposed Resolutions

1. To accept 2024 business report and financial statements

Proposed by the Board of Directors

Explanation:

• 1.1 CMT’s 2024 Financial Statements have been audited by KPMG, and an independent auditors’ report has been issued on the record, together with the business report and financial statements, which have been reviewed by Audit Committee and approved by the Board of Directors, submit to the shareholders’ meeting for acceptance.

• 1.2 Please refer to attachment 1 and attachment 3. (page 811 & 1326)

Resolutions:

2. To approve the proposal for distribution of 2024 profits

Proposed by the Board of Directors

Explanation:

CMT’s 2024 profit distribution proposal has been approved by the Board of Directors. The earnings distribution is as follows:

			(unit: NTD)
	Chinese Maritime Transport Ltd.
	Earning Distribution Table of 2024
	Item	Amount
Unappropriated returned earnings of previous year		6,913,466,341
Add: 2024 net income		1,012,798,465
Less:	Losses on remeasurements of defined benefit plans	7,548,000
	Disposal from investment in equity instrument measured
	at fair value through other	262,638,465
	10% Legal reserve appropriated	-128,298,493
2024	Earnings available for distribution	1,154,686,437
Earnings available for distribution		8,068,152,778
Less:
	2024 Earning distribution (cash dividend 2.1 per share)	-414,717,645
Unappropriated returned earnings at the end of year		7,653,435,133
P.S. The calculation of cash dividend distribution is up to one NT dollar, and less than			one dollar is
rounded. The cash dividends less than one NT dollar shall be transferred to other income			by the Com-
pany.

Resolutions:

Discussion and Election

1. To amend the Articles of Incorporation

Proposed by the Board of Directors

Explanation:

• 1.1 In accordance with the requirements of Article 14, Paragraph 6 of Securities and Exchange Act, the Company shall specify in its Articles of Incorporation that a certain percentage of its annual earnings shall be allocated for compensation distributions for its non-executive employees. It is proposed to amend the Articles of Incorporation.

• 1.2 Please refer to the amendment comparison table for the Articles of Incorporation as attachment 4. (page 27)

Resolutions:

2. To amend the Procedures for Endorsements and Guarantees

Proposed by the Board of Directors

Explanation:

• 2.1 In accordance with Regulations Governing Loaning of Funds and Making of Endorsements / Guarantees by Public Companies, it is proposed to amend of the Procedures for Endorsements and Guarantees to meet the future operation needs.

• 2.2 Please refer to the amendment comparison table for the Procedures for Endorsements and Guarantees as attachment 5. (page 28~29)

Resolutions:

3. Election of the 18th Session Company Directors (including three independent directors)

Proposed by the Board of Directors

Explanation:

• 3.1 The tenure of the 17th Session Board of Directors of the Company is from May 12, 2022 to May 11,2025. Hereby, according to the law, proposal for election in the meeting.

• 3.2 In accordance with the Articles of Incorporation, nine directors (including three independent directors) will be elected by candidates’ nomination system.

  • The tenure of 18th Session Board of Directors will be effective immediately after election, with duration of three years from May 28, 2025 to May 27, 2028.

• 3.3 Please refer to attachment 6 for the list of candidates for directors and independent directors. (page 30~31)

Resolutions:

4. To propose the approval of releasing non-competition restrictions on the Company’s newly elected Directors and its representatives

Proposed by the Board of Directors

Explanation:

• 4.1 In accordance with Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

• 4.2 After this election, if the newly elected directors (including independent directors) have competition behavior as stipulated in Article 209 of the Company Act, it is proposed to apply to the Shareholders’ Meeting for permission to release their non-competition restrictions.

• 4.3 Please refer to attachment 7 for the proposed list of directors (including independent directors) of releasing non-competition restrictions. (page 32)

Resolutions:

Extempore Motion(s)

Adjournment