Stock Code: 2606

U-MING MARINE TRANSPORT CORP. Handbook for the 2013 Annual Meeting of Shareholders

MEETING TIME: June 24, 2013 PLACE: Taipei Hero House, 20 Changsha Street, Sec. 1, Taipei, Taiwan

The English version is the translation of the Chinese version and if there is any conflict in the handbook between the meaning of Chinese words of terms in the Chinese version and English words or terms in the English version, the meaning of the Chinese version shall prevail.

U-MING MARINE TRANSPORT CORP.

2013 Annual Meeting of Shareholders

I. Meeting Procedure………………………………………………………	I. Meeting Procedure………………………………………………………	P1
II. Matters To Be Reported
1.	2012 Business Report …………………………………………………………..	P2
2.	2012 Financial Statements ………………………….…………………………..	P6
3.	Supervisor’s Review Report on the 2012 Financial Statements ……………….	P21
4.	Report of the Amendment to the Company’s “Regulations Governing
	Procedure for Board of Directors Meetings” …………………………………..	P22
5.	Report of Issuance of Third Domestic Secured Ordinary Corporate
	Bonds ………………………………………………………………………...	P30
6.	Report of The Adjustment of the Company’s Distributable Earnings and the
	Appropriation of the Special Reserve after Adopting the International Financial
	Reporting Standards (IFRS) ……………………………………………………	P31
III.	Matters To Be Ratified
1.	Adoption of the 2012 Business Report and Financial Statement ……………….	P32
2.	Adoption of the Proposal for Distribution of 2012 Retained Earnings ………..	P33
IV. Matters To Be Discussed And Elected
1.	Amendment to the “Procedure for Corporate Guarantees” and “Procedure for
	Third Party Loans” ………………………………………………………..……	P34
2.	The 16th Election of Directors and Supervisors ……………………………….	P52
3.	Proposal of Release the Prohibition on Directors from Participation in
	Competitive Business …………………………………………………………..	P53
V. Questions And Motions……………………………………………..….		P54
VI.	Rules And Bylaws
1.	Articles of Incorporation …………………………………………….…………	P55
2.	Rules of Procedure for Shareholders’ Meeting ...…..…………………………..	P61
3.	Rules for Director and Supervisor Elections …...………………………………	P64
VII. Appendix
1.	Current Shareholding of Directors and Supervisors …………………………...	P66
2.	The Impact of Stock dividend Issuance on Business Performance, EPS, and
	Shareholder Return Rate …………………………………………………….....	P67

U-MING MARINE TRANSPORT CORP. Procedure for the 2013 Annual Meeting of Shareholders

Call The Meeting To Order

Chairman Takes Chair

Chairman Remarks

To Report (Management Presentation)

To Ratify

To Discuss And Elect

Extemporary Motion

Meeting Adjourned

Matters To Be Reported :

1. 2012 Business Report

1. Introduction

In 2012, the overall economy suffered a severe setback. As the European debt crisis continued to worsen and the credit ratings of European countries continued to be downgraded, the Eurozone has been facing an increased risk of disintegration. The US fiscal cliff was a threat to the economy as well but even though the crisis was temporarily averted, the debt ceiling dispute has created an uncertainty for the future. The spike in oil prices was exacerbated by the sanctions imposed by Europe and the US on Iran, a major oil exporter. The latest IMF report shows that the growth rate of the global economy has fallen slightly to 3.2% as compared to the previous year. In view of the European debt problems and US financial crisis, the average economic growth rate of advanced countries as a whole declined to 1.3%. The economic growth in emerging markets and developing countries has weakened, being revised down to 5.3%. Due to the slowdown of demand, China’s growth rate had declined to 7.8%. However, the concept of urbanisation will continue to boost a huge market demand. Every one per cent increase in urbanisation rate is expected to bring about RMB 7 trillion worth of investments and consumer needs for China, and boost the future economy of China and the world. Global trade growth declined from 5.8% to 3.2% in 2012. The European debt and the US fiscal problems cannot be resolved in the short term, but with China actively promoting economic restructuring, even if the strength of recovery may be feeble , there will still be light at the end of the tunnel in 2013.

In view of the global economic downturn in 2012, many shipowners were facing grim financial situation. Korea Line Corp., Japan’s Sanko, and several major shipping companies in Europe and the US have filed for bankruptcy. Hit by huge waves of losses, 2012 was a difficult year for the bulk shipping industry. According to statistics compiled by Clarksons, 4.036 billion tons of dry bulk cargo was transported globally in 2012; the growth rate remained at 6%. China was still the largest importer of iron ore, steam coal and coking coal, accounting for 65%, 18% and 14% respectively of global imports; and has been the leading indicator for raw materials index. However, the National Bureau of Statistics of China pointed out that China’s PMI index hit a new low again in 2012, the lowest point in three years at an average of 50.75. This is an indication that China’s manufacturing economy is contracting. The National Energy Administration of China announced that China’s total power consumption in 2012 was 4.9591 trillion kilowatt hours (kWh) and loan balance was RMB 62.99 trillion, year-on-year increase of 5.5% and 15% respectively; with the rates of growth showing a downward trend. China’s railway freight volume dropped significantly, with the growth rate sliding 7% in 2012 as compared to 2011. The above data indicated weaker demand and slowing down of economic growth rate in China. China Customs shows China’s iron ore imports as 745.6 million tons in 2012, year-on-year increase of only 8.69% and accounting for up to 68% of total demand. According to the World Steel Association Report, China’s crude steel production amounted to 709 million tons in 2012, accounting for 45.8% of global crude steel production, with year-on-year growth rate declining to 3.66%. Iron ore demand and steel production volume were not as high as before, causing prices of iron ore and steel to decline, making 2012 the most challenging year for the steel industry. However, since China is actively committed to expanding domestic demand, 52.6% of urbanisation rate in 2012 and 479kg of steel use per capita in 2011 show that China still has a lot of room for growth. With the huge potential for development in China, the iron ore and steel markets are expected to rebound in 2013.

In the area of coal, according to statistics compiled by Clarksons, global steam coal trade increased 11% year-on-year. However, the global environmental protection storm has caused coal

consumption to be brought under control. The US shut down coal-fired power generating units in succession and has successfully developed shale gas. According to the EIA Short-Term Energy Outlook Report, the share of total power generation in the US fuelled by coal declined from 42.3% to 37.4% in 2012. Low-price low-carbon shale gas is fast replacing coal in power generation. Nevertheless, driven by energy demand in China, according to the statistic of China Customs, US coal exports to China surged 90% in 2012. China’s growth momentum in the future will continue to pull on US exports. In the area of imports, driven by large energy demand for economic development, China is still the largest importer of steam coal, with significant increase of 37.2% in growth rate. In the area of coking coal, despite the downturn in the downstream steel industry, China’s urbanisation policy has caused import trade to maintain positive growth of 7%.

According to Clarksons, the bulk shipping capacity in 2012 was 679.2 million deadweight tons, year-on-year growth of 10% and sliding 5% compared to the previous year. The actual number of vessels delivered was 1,199 in total or 3.28 on average per day. Oversupply in the shipping market and the dismal economy have left many shipowners in a state of financial crisis. To weather the crisis, shipowners had been selling their vessels. The second-hand vessel transaction volume grew 20% in 2012, with 76% (year-on-year increase of 16%) of the vessels below the age of 20 years. In addition, the sluggish shipping market led to significant increase in the number of ships being scrapped. The ship breaking market became active as a result, hitting a record high in 2012 with 585 ships demolished, a year-on-year increase of 47%. At the peak of economic recovery, shipowners made a mad rush to place orders, which resulted in excess supply in the market. However, the economic slump also led to reduction in new orders in 2012, with year-on-year negative growth of 24%. This shows that vessel delivery will begin to slide in the future. Even though the shipbreaking market has picked up, China’s economy started to slow down and market demand was not as it used to be. Still faced with excess supply, shipping price was unable to rebound to the above average level. The average Baltic Dry Index was at 920 points in 2012, the lowest since 1986, which fully reflected the dire state of the bulk shipping economy in 2012.

Uncertainties in the bulk market in 2012 will bring in many challenges in 2013. For the general economy: 1. The European debt crisis and US fiscal cliff concerns will continue to curb economic growth. 2. As China’s growth rate begins to fall, the pursuit for quality and effective sustainable growth will be the development priority for China. 3. China’s urbanisation concept will continue to dominate the demand for iron ore, coal and other raw materials. With such huge domestic demand, there will be ongoing plans for expansion by global miners and the supply of iron ore will grow steadily in the future. 4. The slowing demand in China, excess capacity and high financial costs will be the challenges for the steel industry in 2013. 5. Brazilian mining company, Vale’s 35 very large ore carriers (VLOCs) are expected to be fully delivered in 2013. However, in view of strategic considerations, China has yet to allow huge carriers to dock. Even though the ship breaking market has improved greatly, the mistake of entering the market with huge shipping capacity will still continue to exacerbate the pressure of excess supply. 6. With increased awareness of environmental protection and implementation of low-carbon economy, improving efficiency and saving on transport cost will be the key to survival of the bulk shipping industry. Despite the slackening performance in global shipping in 2012, U-Ming Marine will continue its best effort to prepare for the future challenges and create even more profits and value for our shareholders.

2. Business Performance

Despite the economic downturn and threats of decreased freight rates, U-Ming Marine still maintained its robust operations. Our consolidated revenue in 2012 amounted to NTD 7,963,624,000; net profit after tax was NTD 1,804,247,000; and earnings per share after tax (EPS) was NTD 2.10; thus showing a healthy operating performance.

U-Ming had continued with its fleet renewal and expansion plans in 2012. The older carriers “Cemtex Renaissance,” “Cape Europe” and “Cape Australia” were decommissioned; while a total of five new vessels were added to the fleet including two new Supramax carriers “Asian Champion” and “Asian Triumph”, as well as a 98,000 DWT Post-Panamax carrier “Cemtex Orient” and the two over-200,000 DWT Capesize carriers “Cape Globe” and “Cape Neptune” till the end of April, 2013. We had placed eco-friendly new building orders for four 186,000 DWT Capesize carriers in February and two 84,000 DWT Panamax carriers in November to add vitality to our fleet and provide better service to our customers.

In addition, our Company had received “ISO 14001” certification by DNV in August, and was conferred the “Port of Long Beach Green Flag Award” in September – enhancing our responsibility to protect the marine environment and to achieve the goal of a green business. We are also committing that our new vessels ordered are fuel efficient with reduced carbon emissions. U-Ming Marine will spare no effort to protect the marine ecosystem and fulfil our corporate social responsibility to maintain a better global environment.

3. Business Strategy

Under the pressure of oversupply in the market, our Company has to be ever more prudent and cautious in our operations. By adopting the internal E-platform, we will have real-time access to market information; and through real-time online communication and sharing, we can achieve barrier-free information flow within our internal network. In addition, through the establishment of the “Customer Relations Management” (CRM) system, we are able to understand more on the needs of our customers, as well as industry dynamics, thus able to make adjustments in our strategy at any time to enhance our operational efficiency.

In terms of finance, we will continue to take advantage of the tax incentives in Taiwan and our overseas subsidiaries to effectively reduce our company’s real tax rates. We will constantly pay close attention to foreign currency exchange rates and interest rate trends to control exchange and interest rate risks. As for manpower training, we will conduct regular English language training for our staff to improve their second language skill. In addition to cultivating outstanding staff on shore and on board the vessels, we have also set up U-Ming Shipping Services Co., Ltd in Xiamen to expand our scope of operation in China. In addition, we will carry out regular servicing and maintenance of our vessels, improve the work environment for the crew on board and comply strictly with the inspection requirements at various ports in the world.

Faced with the tough market environment, our vessels will adopt slow-steaming navigation in order to reduce fuel consumption. Through fleet scheduling and planning, we will optimize our voyage operational efficiency. We will appropriately increase the proportion of long-term contracts and carefully select our customers for business dealings, with priority given to large enterprises with good reputation and operational stability, so as to reduce operating risk for our company. To keep our fleet young, we will replace our fleet at appropriate times and continue to expand our fleet size so as to enhance our competitiveness in the industry.

U-Ming’s short-term goals are as follows:

To continue with our vessels’ renewal plan;
To strengthen vessels’ deployment plan and cost control;
To prudently select customers with good credit ratings and assets and acquire long-term Contract of Affreightment (COA) to reduce market risks;

To enhance Port State Control (PSC) inspection records and achieve a zero detention rate;
To increase awareness about environmental protection both on board the vessels and on-shore and fulfil our corporate social responsibility to preserve the marine ecological environment.

U-Ming’s long-term goals are as follows:

To continue with the plan to expand fuel-efficient and high-performance fleet with a target to double the present fleet;
To seek out business partners with good reputation and quality assets;
To diversify into various shipping segments and portfolio of vessels;
To merge and acquire suitable companies with good synergy and asset standing.

4. Conclusion

“Sincerity, Diligence, Thrift, Prudence and Innovation” are U-Ming’s philosophy for business development. The digital transformation has enhanced the competitiveness of our Company. Facing with the ever-changing bulk shipping environment, the Company will maintain a high degree of adaptability; emphasising on cost and operational efficiency; developing flexible and resilient business strategy to maximize profit and value for our shareholders; as well as fulfilling our corporate social responsibility as the caretaker of the marine ecological environment. 2013 may be filled with challenges, but under the prudent leadership of our management, we are confident that we will be able to grasp and create business opportunities in the market, to overcome all challenges and to continue to grow. We shall continue to strive towards the vision of “building U-Ming into a world-class logistic and transportation company” with “core expertise in shipping as its foundation” and “to be the first choice for our customers, employees and investors”.

2. 2012 Financial Statements

Balance Sheets in Y2012

Statements of Income in Y2012

Statements of Changes in Stockholders’ Equity in Y2012

Statements of Cash Flows in Y2012

Consolidated Balance Sheets in Y2012

Consolidated Statements of Income in Y2012

Consolidated Statements of Changes in Stockholders’ Equity in Y2012 Consolidated Statements of Cash Flows in Y2012

Please see the attachments for Independent Auditors’ Report of Deloitte & Touche. For complete financial reports, please download from M.O.P.S. (http://mops.twse.com.tw)

U-MING MARINE TRANSPORT CORPORATION

BALANCE SHEETS

DECEMBER 31, 2012 AND 2011

(In Thousand Dollars, Except Par Value)

		New Taiwan Dollars	New Taiwan Dollars	New Taiwan Dollars
ASSETS		2012		2011
CURRENT ASSETS
Cash	$	49,946	$	85,613
Financial assets at fair value through profit or loss - current		-		853,364
Available-for-sale financial assets – current		1,787,498		1,193,678
Accounts receivable
- Related parties		97,062		140,208
- Third parties		30,457		54,469
Other receivables		23,980		30,828
Fuel inventory		61,608		51,363
Others		40,319		35,738
Total current assets		2,090,870		2,445,261
LONG-TERM INVESTMENTS
Investments accounted for using equity method		50,816,177		51,240,167
Available-for-sale financial assets - noncurrent		-		529,323
Financial assets carried at cost - noncurrent		344,296		344,296
Total long-term investments		51,160,473		52,113,786
PROPERTIES AND EQUIPMENT
Cost
Land		1,092		1,092
Transportation		4,531,246		4,531,246
Miscellaneous equipment		31,012		32,541
Total cost		4,563,350		4,564,879
Less: Accumulated depreciation		3,948,495		3,819,697
Net properties and equipment		614,855		745,182
DEFERRED PENSION COSTS		18,872		25,163
OTHER ASSETS
Refundable deposits		33,940		33,556
Deferred charges		86,206		48,562
Total other assets		120,146		82,118
TOTAL	$	54,005,216	$	55,411,510

	New Taiwan Dollars	New Taiwan Dollars
LIABILITIES AND STOCKHOLDERS’ EQUITY	2012	2011
CURRENT LIABILITIES
Short-term loans	$ 4,250,000	$ 4,485,000
Short-term bills payable	1,928,481	1,938,518
Accounts payable and accrued expenses	172,754	159,374
Income tax payable	59,178	-
Financial liabilities at fair value through profit or loss -
current	210,226	3,253
Accounts payable - related parties	12,490,366	13,019,136
Dividends, bonuses and remuneration payable	221,324	217,588
Current portion of long-term bank loans	500,000	1,257,604
Others	84,050	67,443
Total current liabilities	19,916,379	21,147,916
LONG-TERM LIABILITIES, NET OF CURRENT PORTION
Bonds payable	1,991,406	-
Bank loans	6,749,736	6,464,681
Total long-term liabilities, net of current portion	8,741,142	6,464,681
OTHER LIABILITIES
Accrued pension liabilities	264,267	235,485
Deferred income tax liabilities - noncurrent	643,260	710,186
Deferred income	1,593	4,251
Total other liabilities	909,120	949,922
Total liabilities	29,566,641	28,562,519
STOCKHOLDERS’ EQUITY
Capital stock, NT$10 par value per share
Authorized - 880,000 thousand shares
Issued - 858,017 thousand shares	8,580,166	8,580,166
Capital surplus	255,758	255,625
Retained earnings
Legal reserve	6,432,581	6,159,747
Special reserve	1,912,424	2,623,068
Unappropriated	10,473,631	10,805,624
Total retained earnings	18,818,636	19,588,439
Other equity
Cumulative translation adjustments	(4,620,908)	(2,713,526)
Net loss not recognized as pension cost	( 176,672)	( 132,791)
Unrealized gains on financial instruments	1,526,416	1,217,759
Unrealized revaluation increment	55,179	53,319
Total other equity	(3,215,985)	(1,575,239)
Total stockholders’ equity	24,438,575	26,848,991
TOTAL	$ 54,005,216	$ 55,411,510

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars, Except Earnings Per Share)

FREIGHT REVENUE FREIGHT COST GROSS PROFIT OPERATING EXPENSES OPERATING LOSS NONOPERATING INCOME AND GAINS Equity in earnings of investees, net Exchange gain, net Gain on sale of investments, net Dividends Gain on disposal of properties and equipment Valuation gain on financial liabilities, net Valuation gain on financial assets, net Others Total nonoperating income and gains NONOPERATING EXPENSES AND LOSSES Valuation loss on financial assets, net Interest Valuation loss on financial liabilities, net Loss on sale of investments, net Exchange loss, net Others Total nonoperating expenses and losses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME		New Taiwan	New Taiwan	Dollars
				2011
			$ 1,592,672 1,454,237 138,435 265,192 (126,757) 3,053,017 - - 159,257 4,958 807,131 449,145 29,976 4,503,484 - 207,915 - 822,455 541,004 12,375 12,375 2,792,978 64,638 $ 2,728,340

New Taiwan Dollars	New Taiwan Dollars	New Taiwan Dollars	New Taiwan Dollars	New Taiwan Dollars	New Taiwan Dollars
2012			2011
Before Income Tax $ 2.11 $ 2.10	After Income Tax		Before Income Tax $ 3.26 $ 3.25	After Income Tax
		$ 2.10 $ 2.10			$ 3.18 $ 3.18

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand New Taiwan Dollars, Except Per Share Information)

			Capital Surplus	Capital Surplus			Retained Earnings	Retained Earnings		Other Equity	Other Equity	Total Stockholders' Equity
									Cumulative Translation Adjustments ($ 4,478,203) - - - ( 4,478,203) - - - ( 537) 1,765,214 - ( 2,713,526) - - - ( 2,713,526) - - - ( 1,061) ( 1,906,321) - ($ 4,620,908)	Net Loss Not Recognized as Pension Cost ($ 127,760) - - - ( 127,760) - - - 29,636 - ( 34,667) ( 132,791) - - - ( 132,791) - - - ( 18,197) - ( 25,684) ($ 176,672)	Unrealized Gains (Losses) on Financial Instruments $ 2,266,758 - - - 2,266,758 - - ( 337,463) ( 711,536) - - 1,217,759 - - - 1,217,759 - - 64,496 244,161 - - $ 1,526,416
Capital Stock $ 8,580,166 - - - 8,580,166 - - - - - - 8,580,166 - - - 8,580,166 - - - - - - $ 8,580,166	From Long-term Investments $ 30,183 - - - 30,183 - - - 35 - - 30,218 - - - 30,218 - - - 151 - - $ 30,369	Donations $ 16,286 - - - 16,286 - ( 13) - - - - 16,273 - - - 16,273 - ( 18) - - - - $ 16,255	From Merger $ 5,428 - - - 5,428 - - - - - - 5,428 - - - 5,428 - - - - - - $ 5,428	From Conversion of Bonds $ 93,474 - - - 93,474 - - - - - - 93,474 - - - 93,474 - - - - - - $ 93,474	Treasury Stock $ 110,232 - - - 110,232 - - - - - - 110,232 - - - 110,232 - - - - - - $ 110,232	Legal Reserve $ 5,492,397 667,350 - - 6,159,747 - - - - - - 6,159,747 - 272,834 - 6,432,581 - - - - - - $ 6,432,581	Special Reserve $ 337,185 - 2,285,883 - 2,623,068 - - - - - - 2,623,068 ( 710,644 ) - - 1,912,424 - - - - - - $ 1,912,424	Unappropriated $ 15,320,600 ( 667,350 ) ( 2,285,883) ( 4,290,083) 8,077,284 2,728,340 - - - - - 10,805,624 710,644 ( 272,834 ) ( 2,574,050) 8,669,384 1,804,247 - - - - - $ 10,473,631
												$ 27,700,068 - - ( 4,290,083) 23,409,985 2,728,340 ( 13) ( 337,463) ( 682,405) 1,765,214 ( 34,667)
												26,848,991 - - ( 2,574,050) 24,274,941 1,804,247 ( 18) 64,496 226,914 ( 1,906,321) ( 25,684) $ 24,438,575

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousand Dollars)

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities Equity in earnings of investees, net Cash dividends received from subsidiaries Depreciation and amortization Deferred income tax Amortization of discount on bonds payable Amortization on deferred income Loss on disposal of properties and equipment Gain on disposal of available-for-sale financial assets Net changes in operating assets and liabilities Financial assets held for trading Accounts receivable Other receivables Fuel inventory Other current assets Accounts payable and accrued expenses Income tax payable Financial liabilities held for trading Other current liabilities Accrued pension liabilities Net cash (used in) provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in long-term investments accounted for by equity method Increase in deferred charges Acquisition of properties Proceeds from disposal of property, plant and equipment Increase in refundable deposits Proceeds from disposal of available-for-sale financial assets		New Taiwan Dollars 2012 2011 $ 1,804,247 $ 2,728,340 ( 1,997,527) ( 3,053,017) 898,110 608,508 202,530 199,969 ( 66,146) 63,640 4,225 - ( 2,658) ( 2,544) 7 20 - ( 34,641) 853,364 ( 418,601 ) 67,158 ( 65,645) 6,848 ( 631) ( 10,245) 6,023 ( 4,581) ( 12,083) 13,380 ( 8,364) 59,178 ( 187,911) 206,973 ( 807,131) 21,842 ( 29,221) 9,389 ( 5,722) 2,066,094 ( 1,019,011) ( 156,000) ( 54,600) ( 108,906) ( 5,198) ( 1,417) ( 2,190) 469 - ( 384) ( 9,816) - 76,804 (Continued)
		2012 $ 1,804,247 ( 1,997,527) 898,110 202,530 ( 66,146) 4,225 ( 2,658) 7 - 853,364 67,158 6,848 ( 10,245) ( 4,581) 13,380 59,178 206,973 21,842 9,389 2,066,094 ( 156,000) ( 108,906) ( 1,417) 469 ( 384) -

U-MING MARINE TRANSPORT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousand Dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars)
Net cash (used in) provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in long-term liabilities Repayment of long-term liabilities Cash dividends paid Increase in bonds payable Increase (decrease) in loan from subsidiaries Increase (decrease) in short-term loans Increase (decrease) in short-term bills payable Net cash provided (used) in financing activities NET DECREASE IN CASH CASH, BEGINNING OF YEAR CASH, END OF YEAR SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION Interest paid Income tax paid NON-CASH INVESTING AND FINANCING ACTIVITIES Current portion of long-term liabilities		New Taiwan Dollars 2011 2010 ($ 266,238) $ 5,000 5,097,549) ( 5,711,443) 4,625,000 6,940,000 2,574,068) ( 4,290,096) 1,987,181 - ( 531,050) 3,114,050 ( 235,000) 815,000 ( 10,037) 69,302 1,835,523) 936,813 ( 35,667) ( 77,198) 85,613 162,811 $ 49,946 $ 85,613 $ 263,460 $ 203,208 $ 10,235 $ 188,960 $ 500,000 $ 1,257,604
		2011 ($ 266,238) 5,097,549) 4,625,000 2,574,068) 1,987,181 ( 531,050) ( 235,000) ( 10,037) 1,835,523) ( 35,667) 85,613 $ 49,946 $ 263,460 $ 10,235 $ 500,000
	( ( (

(Concluded)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2012 AND 2011 (In Thousand Dollars, Except Par Value)

ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Available-for-sale financial assets - current Held-to-maturity financial assets - current Accounts receivable - Related parties - Third parties Other receivables Fuel inventory Others Total current assets LONG-TERM INVESTMENTS Investments accounted for using equity method Available-for-sale financial assets - noncurrent Held-to-maturity financial assets - noncurrent Financial assets carried at cost - noncurrent Total long-term investments PROPERTIES AND EQUIPMENT Cost Land Transportation Leased assets Miscellaneous equipment Total cost Less: Accumulated depreciation Prepayment for equipment Net properties and equipment DEFERRED PENSION COSTS OTHER ASSETS Deferred charges Refundable deposits Long-term receivable - related parties Restricted assets - noncurrent Total other assets TOTAL		New Taiwan	Dollars 2011 $ 15,207,419 1,206,467 7,559,266 2,386 139,796 496,334 147,187 204,891 99,339 25,063,085 552,810 1,451,259 1,769,398 822,489 4,595,956 1,092 23,590,030 1,993,201 38,425 25,622,748 16,897,101 4,772,754 13,498,401 38,992 553,943 164,243 544,676 2,422,000 3,684,862 $ 46,881,296		U.S. Dollars 2012 2011 $ 529,389 $ 523,671 11,925 41,545 309,246 260,305 312 82 3,381 4,814 15,505 17,091 6,958 5,069 11,865 7,056 4,765 3,421 893,346 863,054 23,999 19,037 5 49,974 59,126 60,930 32,661 28,322 115,791 158,263 38 38 871,897 812,329 65,836 68,636 1,368 1,323 939,139 882,326 534,278 581,856 153,698 164,351 558,559 464,821 1,013 1,343 16,056 19,075 7,176 5,656 22,354 18,756 - 83,402 45,586 126,889 $ 1,614,295 $ 1,614,370
		2012 $ 15,373,468 346,307 8,980,498 9,052 98,174 450,269 202,073 344,571 138,365 25,942,777 696,938 137 1,717,018 948,489 3,362,582 1,092 25,319,895 1,911,893 39,723 27,272,603 15,515,444 4,463,377 16,220,536 29,406 466,253 208,381 649,170 - 1,323,804 $ 46,879,105			2012 $ 529,389 11,925 309,246 312 3,381 15,505 6,958 11,865 4,765 893,346 23,999 5 59,126 32,661 115,791 38 871,897 65,836 1,368 939,139 534,278 153,698 558,559 1,013 16,056 7,176 22,354 - 45,586 $ 1,614,295

LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Short-term loans Short-term bills payable Accounts payable and accrued expenses Income tax payable Financial liabilities at fair value through profit or loss - current Dividends, bonuses and remuneration payable Current portion of long-term bank loans Obligation under capital leases - current Others Total current liabilities LONG-TERM LIABILITIES, NET OF CURRENT PORTION Bonds payable Bank loans Obligation under capital leases - noncurrent Total long-term liabilities, net of current portion OTHER LIABILITIES Accrued pension liabilities Deferred income tax liabilities - noncurrent Deferred income Long-term investment with credit balance Total other liabilities Total liabilities STOCKHOLDERS’ EQUITY Capital stock, NT$10 par value per share Authorized - 880,000 thousand shares Issued - 858,017 thousand shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated Total retained earnings Other equity Cumulative translation adjustments Net loss not recognized as pension cost Unrealized gains on financial instruments Unrealized revaluation increment Total other equity Total stockholders’ equity TOTAL		New Taiwan	Dollars 2011 $ 4,495,000 2,289,071 471,965 3,008 3,253 218,185 1,511,518 100,862 297,515 9,390,377 - 8,782,542 350,224 9,132,766 364,132 805,184 339,759 87 1,509,162 20,032,305 8,580,166 255,625 6,159,747 2,623,068 10,805,624 19,588,439 (2,713,526) (132,791) 1,217,759 53,319 (1,575,239) 26,848,991 $ 46,881,296		U.S. Dollars	U.S. Dollars
		2012 $ 4,250,000 1,956,473 582,418 64,737 224,437 221,921 930,529 102,845 174,188 8,507,548 1,991,406 10,344,594 248,721 12,584,721 402,506 643,260 302,396 99 1,348,261 22,440,530 8,580,166 255,758 6,432,581 1,912,424 10,473,631 18,818,636 (4,620,908) (176,672) 1,526,416 55,179 (3,215,985) 24,438,575 $ 46,879,105			2012 $ 146,350 67,372 20,055 2,229 7,729 7,642 32,043 3,541 5,998 292,959 68,575 356,219 8,565 433,359 13,860 22,151 10,413 3 46,427 772,745 295,460 8,808 221,508 65,855 360,662 648,025 (159,122) (6,084) 52,563 1,900 (110,743) 841,550 $ 1,614,295	2011 $ 154,786 78,825 16,252 104 112 7,513 52,050 3,473 10,245 323,360 - 302,429 12,060 314,489 12,539 27,727 11,700 3 51,969 689,818 295,460 8,803 212,113 90,326 372,094 674,533 (93,441) (4,573) 41,934 1,836 (54,244) 924,552 $ 1,614,370

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars, Except Earnings Per Share)

FREIGHT REVENUE OTHER OPERATING REVENUE TOTAL OPERATING REVENUE OPERATING COST Freight cost GROSS PROFIT OPERATING EXPENSES OPERATING INCOME NONOPERATING INCOME AND GAINS Exchange gain, net Interest Gain on disposal of properties and equipment Gain on sale of investments, net Dividends Valuation gain on financial liabilities, net Valuation gain on financial assets, net Equity in earnings of investees, net Others Total nonoperating income and gains NONOPERATING EXPENSES AND LOSSES Valuation loss on financial assets, net Interest		New Taiwan Dollars 2012 2011 $ 7,646,914 $ 8,373,184 316,710 310,318 7,963,624 8,683,502 6,782,687 5,763,266 1,180,937 2,920,236 400,721 322,973 780,216 2,597,263 566,944 - 389,841 267,703 381,175 - 359,816 - 136,087 163,597 - 807,131 - 326,676 - 113,371 10,218 31,632 1,844,081 1,710,110 397,816 - 262,277 208,345		U.S. Dollars	U.S. Dollars
		2012 $ 7,646,914 316,710 7,963,624 6,782,687 1,180,937 400,721 780,216 566,944 389,841 381,175 359,816 136,087 - - - 10,218 1,844,081 397,816 262,277		2012 $ 263,323 10,906 274,229 233,564 40,665 13,799 26,866 19,523 13,424 13,126 12,390 4,686 - - - 353 63,502 13,699 9,032	2011 $ 288,333 10,686 299,019 198,460 100,559 11,122 89,437 - 9,218 - - 5,634 27,794 11,249 3,904 1,089 58,888 - 7,174 (Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars, Except Earnings Per Share)

Valuation loss on financial liabilities, net Equity in loss of investees, net Loss on sale of investments, net Exchange loss, net Impairment loss Others Total nonoperating expenses and losses INCOME BEFORE INCOME TAX INCOME TAX (INCOME) EXPENSE CONSOLIDATED NET INCOME ATTRIBUTED TO STOCKHOLDERS OF THE PARENT EARNINGS PER SHARE Basic Diluted EARNINGS PER SHARE Basic Diluted		New Taiwan Dollars 2012 2011 $ 221,445 $ - 1,165 - - 700,551 - 456,160 - 104,249 21,274 42,142 903,977 1,511,447 1,720,320 2,795,926 (83,927) 67,586 $ 1,804,247 $ 2,728,340 $ 1,804,247 $ 2,728,340 New Taiwan	New Taiwan Dollars 2012 2011 $ 221,445 $ - 1,165 - - 700,551 - 456,160 - 104,249 21,274 42,142 903,977 1,511,447 1,720,320 2,795,926 (83,927) 67,586 $ 1,804,247 $ 2,728,340 $ 1,804,247 $ 2,728,340 New Taiwan		U.S. Dollars	U.S. Dollars
		2012 $ 221,445 1,165 - - - 21,274 903,977 1,720,320 (83,927) $ 1,804,247 $ 1,804,247		2012 $ 7,625 40 - - - 732 31,128 59,240 (2,890) $ 62,130 $ 62,130 Dollars		2011 $ - - 24,124 15,708 3,590 1,451 52,047 96,278 2,327 $ 93,951 $ 93,951
		2012		2011

(Concluded)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand New Taiwan Dollars, Except Per Share Information)

		Capital Surplus	Capital Surplus	Retained Earnings		Other Equity	Other Equity
					Cumulative Translation Adjustments $ (4,478,203 ) - - - (4,478,203 ) - - - (537 ) 1,765,214 - (2,713,526 ) - - - (2,713,526 ) - - - (1,061 ) (1,906,321 ) - $ (4,620,908)	Net Loss Not Recognized as Pension Cost (Notes 2 $ (127,760 ) - - - (127,760 ) - - - 29,636 - (34,667) (132,791 ) - - - (132,791 ) - - - (18,197 ) - (25,684) $ (176,672)	Unrealized Gains (Losses) on Financial Instruments $ 2,266,758 - - - 2,266,758 - - (337,463 ) (711,536 ) - - 1,217,759 - - - 1,217,759 - - 64,496 244,161 - - $ 1,526,416
From Long-term Investments $ 30,183 - - - 30,183 - - - 35 - - 30,218 - - - 30,218 - - - 151 - - $ 30,369	Donations $ 16,286 - - - 16,286 - (13 ) - - - - 16,273 - - - 16,273 - (18 ) - - - - $ 16,255	From Merger $ 5,428 - - - 5,428 - - - - - - 5,428 - - - 5,428 - - - - - - $ 5,428	From Conversion of Bonds Treasury Stock $ 93,474 $ 110,232 - - - - - - 93,474 110,232 - - - - - - - - - - - - 93,474 110,232 - - - - - - 93,474 110,232 - - - - - - - - - - - - $ 93,474 $ 110,232
				Legal Reserve Special Reserve Unappropriated $ 5,492,397 $ 337,185 $ 15,320,600 667,350 - (667,350 ) - 2,285,883 (2,285,883 ) - - (4,290,083) 6,159,747 2,623,068 8,077,284 - - 2,728,340 - - - - - - - - - - - - - - - 6,159,747 2,623,068 10,805,624 - (710,644 ) 710,644 272,834 - (272,834 ) - - (2,574,050) 6,432,581 1,912,424 8,669,384 - - 1,804,247 - - - - - - - - - - - - - - - $ 6,432,581 $ 1,912,424 $ 10,473,631

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand U.S. Dollars, Except Per Share Information)

		Capital Surplus	Capital Surplus	Retained Earnings	Other Equity	Other Equity
					Net Loss Not Cumulative Recognized as G Translation Pension Cost Adjustments (Notes 2 $ (154,208 ) $ (4,399 ) - - - - - - (154,208 ) (4,399 ) - - - - - - (19 ) 1,020 60,786 - - (1,194) (93,441 ) (4,573 ) - - - - - - (93,441 ) (4,573 ) - - - - - - (36 ) (627 ) (65,645 ) - - (884) $ (159,122) $ (6,084)	Unrealized ains (Losses) on Financial Instruments $ 78,056 - - - 78,056 - - (11,620 ) (24,502 ) - - 41,934 - - - 41,934 - - 2,221 8,408 - - $ 52,563
From Long-term Investments $ 1,040 - - - 1,040 - - - 1 - - 1,041 - - - 1,041 - - - 5 - - $ 1,046	Donations F $ 560 - - - 560 - - - - - - 560 - - - 560 - - - - - - $ 560	C rom Merger $ 187 - - - 187 - - - - - - 187 - - - 187 - - - - - - $ 187	From onversion of Bonds Treasury Stock $ 3,219 $ 3,796 - - - - - - 3,219 3,796 - - - - - - - - - - - - 3,219 3,796 - - - - - - 3,219 3,796 - - - - - - - - - - - - $ 3,219 $ 3,796
				Legal Reserve Special Reserve Unappropriated $ 189,132 $ 11,611 $ 527,569 22,981 - (22,981 ) - 78,715 (78,715 ) - - (147,730) 212,113 90,326 278,143 - - 93,951 - - - - - - - - - - - - - - - 212,113 90,326 372,094 - (24,471 ) 24,471 9,395 - (9,395 ) - - (88,638) 221,508 65,855 298,532 - - 62,130 - - - - - - - - - - - - - - - $ 221,508 $ 65,855 $ 360,662

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Consolidated net income Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization (Gain) loss on disposal of properties and equipment Gain on disposal of investment, net Deferred income tax Provision for doubtful receivable Amortization on deferred income Amortization of discount on bonds payable Equity in earnings of investees, net Impairment loss Cash dividends received from equity method investees Net changes in operating assets and liabilities Financial assets held for trading Accounts receivable Other receivables Fuel inventory Other current assets Accounts payable and accrued expenses Income tax payable Financial liabilities held for trading Other current liabilities Accrued pension liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of properties Increase in restricted assets - noncurrent Proceeds from disposal of property, plant and equipment		New Taiwan Dollars 2012 2011 $ 1,804,247 $ 2,728,340 1,453,393 1,491,205 (381,161) 20 (244,304) (318,553) (158,943) 63,640 95,562 - (23,935) (10,727) 4,225 - 1,165 (113,371) - 104,249 - 3,964 860,160 (330,757) (7,875) (292,051) (54,886) (25,052) (139,680) (27,461) (39,026) (8,633) 110,453 (29,913) 61,729 (186,045) 221,184 (807,131) (120,372) (36,714) 30,292 11,677 3,472,228 2,216,687 (4,408,660) (929,483) 2,422,000 (2,422,000) 464,153 -		U.S. Dollars	U.S. Dollars
		2012 $ 1,804,247 1,453,393 (381,161) (244,304) (158,943) 95,562 (23,935) 4,225 1,165 - - 860,160 (7,875) (54,886) (139,680) (39,026) 110,453 61,729 221,184 (120,372) 30,292 3,472,228 (4,408,660) 2,422,000 464,153		2012 $ 62,130 50,048 (13,125) (8,413) (5,473) 3,291 (824) 145 40 - - 29,620 (272) (1,889) (4,809) (1,344) 3,803 2,125 7,617 (4,146) 1,043 119,567 (151,813) 83,402 15,983	2011 $ 93,951 51,350 1 (10,969) 2,191 - (369) - (3,904) 3,590 137 (11,390) (10,057) (863) (946) (297) (1,030) (6,407) (27,794) (1,264) 402 76,332 (32,007) (83,402) - (Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars)

Proceeds from disposal of available-for-sale financial assets Increase in deferred charges Increase in long-term investments accounted for by equity method Acquisition of financial assets carried at cost Increase in long-term receivables Increase in refundable deposits Redemption of held-to-maturity financial assets Acquisition of available-for-sale financial assets Acquisition of held-to-maturity financial assets - noncurrent Proceeds from disposal of financial assets carried at cost Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in long-term liabilities Repayment of long-term liabilities Cash dividends paid Increase in bonds payable (Decrease) increase in short-term bills payable (Decrease) increase in short-term loans Decrease in obligation under capital lease Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR		New Taiwan Dollars 2012 2011 $ 437,896 $ 1,615,988 (363,128) (465,505) (156,000) (54,600) (126,000) (270,000) (111,633) (89,230) (49,409) (15,049) 5,849 - - (2,289,038) - (1,729,194) - 385,070 (1,884,932) (6,263,041) 6,427,077 7,410,363 (5,341,105) (6,042,475) (2,574,068) (4,290,096) 1,987,181 - (332,598) 4,976 (245,000) 777,000 (99,520) (81,734) (178,033) (2,221,966) (1,243,214) 1,250,665 166,049 (5,017,655) 15,207,419 20,225,074 $ 15,373,468 $ 15,207,419		U.S. Dollars	U.S. Dollars
		2012 $ 437,896 (363,128) (156,000) (126,000) (111,633) (49,409) 5,849 - - - (1,884,932) 6,427,077 (5,341,105) (2,574,068) 1,987,181 (332,598) (245,000) (99,520) (178,033) (1,243,214) 166,049 15,207,419 $ 15,373,468		2012 $ 15,079 (12,504) (5,372) (4,339) (3,844) (1,701) 201 - - - (64,908) 221,318 (183,922) (88,638) 68,429 (11,453) (8,436) (3,427) (6,129) (42,812) 5,718 523,671 $ 529,389	2011 $ 55,647 (16,030) (1,880) (9,297) (3,073) (518) - (78,824) (59,545) 13,260 (215,669) 255,178 (208,074) (147,730) - 171 26,756 (2,815) (76,514) 43,066 (172,785) 696,456 $ 523,671 (Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars)

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION Interest paid (excluded interest capitalization) Income tax paid NON-CASH INVESTING AND FINANCING ACTIVITIES Current portion of long-term liabilities		New Taiwan Dollars 2012 2011 $ 246,182 $ 213,825 $ 13,172 $ 190,098 $ 930,529 $ 1,511,518		U.S. Dollars	U.S. Dollars
		2012 $ 246,182 $ 13,172 $ 930,529		2012 $ 8,477 $ 454 $ 32,043	2011 $ 7,363 $ 6,546 $ 52,050

(Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders U-Ming Marine Transport Corporation

We have audited the accompanying consolidated balance sheets of U-Ming Marine Transport Corporation (the “Corporation”) and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of U-Ming Marine Transport Corporation and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended, in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and accounting principles generally accepted in the Republic of China.

Our audits also comprehended the translation of the New Taiwan dollar amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 4. Such U.S. dollar amounts are presented solely for the convenience of readers.

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March 18, 2013

3. Supervisor’s Review Report on the 2012 Financial Statements

The Board of Directors have prepared and submitted to us the Company's 2012 Business Reports, the Financial Statements, and the Proposal for Profit Distribution with approval and the Financial Statements have also been audited by the CPAs, Mr. Peter Fan and Mr. Jamie Lee of Deloitte and Touche Co. The above reports, financial statements, and proposal have been further examined as conforming the Company Act and related law by the undersigned Supervisors of U-Ming Marine Transport Corp.

According to Article 219 of the Company Act, we hereby submit this report.

2013 Shareholders’ Meeting of U-Ming Marine Transport Corp.

CHIANG SHAO, Supervisors ﹕ RUEY-HUEY CHANG, ZE PENG PETER HSU

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March 22, 2013

4. Report of the Amendment to the Company’s “Regulations Governing Procedure for Board of Directors Meetings”

(1) Pursuant to amend “Regulations Governing Procedure for Board of Directors Meetings of Public Companies” (Letter No. FSC-1010034136) by the Executive Yuan’s Financial Supervisory Commission announced on August 22, 2012, it is proposed to amend Article 5-1, Article 5-2, Article 9, Article 11 and Article 16 of the Company’s “Regulations Governing Procedure for Board of Directors Meetings.” The overview of the amendments is shown in the following table.
(2) This proposal has been approved by the 12[th] meeting of the fifteenth-term Board of Directors on December 21, 2012.

Amendments to the “REGULATIONS GOVERNING PROCEDURE FOR BOARD OF DIRECTORS MEETINGS” of U-Ming Marine Transport Corporation

Article	Amended Provisions	The Original Provisions	Remarks
5-1	Regular board meeting agenda shall include at least the following: I. Reporting matters: 1. Last meeting minutes and its execution; 2. Important financial business report (including Q1, Q2, and Q3 financial statements); 3. Internal auditing business report; 4. Other important reporting matters; II. Matters for discussion: 1. Pending issues for discussion in the last meeting; 2. Issues discussed in the last meeting. III. Motions	Regular board meeting agenda shall include at least the following: I. Reporting matters: 1. Last meeting minutes and its execution; 2. Important financial business report; 3. Internal auditing business report; 4. Other important reporting matters; II. Matters for discussion: 1. Pending issues for discussion in the last meeting; 2. Issues discussed in the last meeting. III. Motions	According to the amendment made to Article 36 Section 1 Paragraph 2 of the Securities and Exchange Act, Q1, Q2, and Q3 financial statements shall be presented to the board of directors; also, according to the amendment made to Article 5-2 Section 1 Paragraph 2 of the “Rules of Procedure for Board of Directors Meetings,” the wordings “interim financial statements” are deleted in line with the amendment made to this Article Section 1 Paragraph 1 Section Sub-Paragraph.
5-2	The Company is to have the following matters presented to the board of directors for discussion: 1. The Company’s operating plan; 2. Annual financial statements; 3. Stipulatingor revisingthe internal control	The Company is to have the following matters presented to the board of directors for discussion: 1. The Company’s operating plan; 2. Annual financial statementsand interim financial statements; 3. Stipulatingor revisingthe internal control	1. According to the amendment made to Article 7 of the “Rules of Procedure for the Public Company’s Board of Directors Meetings” (referred to as the “Rules of Procedure for Board Meetings”

Article		Amended Provisions	The Original Provisions	Remarks
	4. 5. 6. 7. 8.	system in accordance with Article 14.1 of the Securities and Exchange Act; Stipulating or revising the regulations governing the significant financial business behaviors, including the acquisition and disposal of assets, trading of financial derivatives, loaning of funds, and making of endorsements/guarantees in accordance with Article 36.1 of the Securities and Exchange Act; Public offering, issuance, or private placement of equity-type securities; The appointment and dismissal of the finance officer, accounting officer, or internal auditor; Donation to the related party or material donation to the non-related party; however, the commonwealth nature donations for emergency assistance due to a major natural disaster may be submitted for ratification in next board meeting; The significant matters that are required by Article 14.3 of the Securities and Exchange Act and other law or regulations and the Articles of Incorporation to be resolved in	system in accordance with Article 14.1 of the Securities and Exchange Act; 4. Stipulating or revising the regulations governing the significant financial business behaviors, including the acquisition and disposal of assets, trading of financial derivatives, loaning of funds, and making of endorsements/guarantees in accordance with Article 36.1 of the Securities and Exchange Act; 5. Public offering, issuance, or private placement of equity-type securities; 6. The appointment and dismissal of the finance officer, accounting officer, or internal auditor; 7. The significant matters that are required by Article 14.3 of the Securities and Exchange Act and other law or regulations and the Articles of Incorporation to be resolved in	hereinafter), the interim financial statements to be audited by CPAs and presented to the board of directors in Article 36 Section 1 Paragraph 2 means reported to the board of directors instead of being discussed by the board of directors in line with the amendment made to Section 1 Paragraph 2 of this Article. 2. According to Article 7 Section 1 Paragraph 7 of the “Rules of Procedure for Board Meetings,” the company’s donation to the related party or material donation to the non-related party shall be presented to the board of directors for discussion. Section 1 Paragraph 7 is added to this Article and the original Section 1 Paragraph 7 is prioritized as Paragraph 8.

Article		Amended Provisions	Amended Provisions	The Original Provisions	The Original Provisions	Remarks
		the shareholders’ meeting or the board meeting or regulated by the competent authorities; The alleged“related party”in Paragraph 7 referred to above is the definition given in the “Regulations Governing the Preparation of Financial Reports by Securities Issuers.”The “significant donations to the non-related party” means each donation amount or the accumulated donation amount to one object within one year is over NT$100 million or 1% of the net operating income or 5% of the paid-in capital on the certified financial report. The“within one year”referred to above means the one year prior to the board meeting convening date excluding the part that had already been resolved in the board meeting. The matters referred to above, except for in an emergency or for a good cause, shall be cited in the reason for convening the meeting instead of in the motion.		the shareholders’ meeting or the board meeting or regulated by the competent authorities; The matters referred to above, except for in an emergency or for a good cause, shall be cited in the reason for convening the meeting instead of in the motion.		Section 2 and Section 3 are added to this Article to define the alleged “related party” and the standard and calculation of material donation with the original Section 2 prioritized as Section 4.
9		The	personnelof the relevant departments or	The responsible	department managermaybe	1. Accordingto the amendment

Article	Amended Provisions	The Original Provisions	Remarks
	subsidiariesmay be appointed by the Chairman to attend the board meeting depending on the contents of the proposal in order to help the board directors understand the business operation of the company for reaching a proper resolution. Supervisors may express their opinions at the board meeting but have no right to vote. If necessary, CPAs, lawyers, or other professionals may also be invited to attend the board meeting and give statements.However, they shall be excused at the time of discussion and balloting.	appointed by the Chairman to attend the board meeting depending on the contents of the proposal in order to help the board directors understand the business operation of the company for reaching a proper resolution. Supervisors may express their opinions at the board meeting but have no right to vote.	made to Article 11 Section 1 of the “Rules of Procedure for Board Meetings,” enhance the business supervision of the company over the subsidiaries and expand the scope of the personnel within the company to attend the meeting. 2. According to Article 11 Section 2 of the “Rules of Procedure for Board Meetings,” Section 3 is added to this Article.
	and balloting.
11	Board directors shall be self-disciplined reveal their interests and the interests of	Board directors shall be self-disciplined may express their opinions and answer	In line with the addition of Article 206 Section 2 of the Company Law, Article 16 Section 1 of the Article is amended in accordance with the “Rules of Procedure for Board Meetings.

Article	Amended Provisions	The Original Provisions	Remarks
	right. For the directors who cannot exercise their balloting rights in reaching a resolution in the board meeting in accordance with the provisions referred to above, they are not included in the count of the voting rights held by the attending board directors.	For the directors who cannot exercise their balloting rights in reaching a resolution in the board meeting in accordance with the provisions referred to above, they are not included in the count of the voting rights held by the attending board directors.
16	The meeting minutes shall be prepared for the board meeting with the following information detailed: 1. The session (or year), time, and place of the meeting; 2. The name of the chairman; 3. Directors’ attendance, including the name and the number of the directors who are or are not (leave of absence or absence) at the meeting; 4. Name and title of the attendees; 5. Name of the clerk; 6. Reporting matters; 7. Matters to be discussed: Proposal resolution methods and results, statements of the directors, supervisors, experts, and other staff,name of the board directors with	The meeting minutes shall be prepared for the board meeting with the following information detailed: 1. The session (or year), time, and place of the meeting; 2. The name of the chairman; 3. Directors’ attendance, including the name and the number of the directors who are or are not (leave of absence or absence) at the meeting; 4. Name and title of the attendees; 5. Name of the clerk; 6. Reporting matters; 7. Matters to be discussed: Proposal resolution methods and results, statements of the directors, supervisors, experts, and other staff, and documented or written objections	Amended Section 1 Paragraph 7 and Paragraph 8 of this Article in accordance with Article 17 Section 1 Paragraph 7 and Paragraph 8 of the “Rules of Procedure for Board Meetings” to enhance disclosing director’s involvement in the proposals with conflict of interest.

Article		Amended Provisions	The Original Provisions	Remarks
	interests involved according to Article 11 Section 1 referred to above, the description of the interests involved, the reasons for having or not having themselves excused from attending the meeting, their being excused from attending the meeting,and documented or written objections or reservations; 8. Motion: The names of the proposer, the proposal resolution methods and results, the statement of the directors, supervisors, experts, and other staff,name of the board directors with interests involved according to Article 11 Section 1 referred to above, the description of the interests involved, the reasons for having or not having themselves excused from attending the meeting, their being excused from attending the meeting, and documented or written objections or reservations; 9. Other noticeable particulars; The attendance register is an integral part of the meeting minutes and it shall be with the signature or seal of the Chairman and clerk. The		or reservations; 8. Motion: The names of the proposer, the proposal resolution methods and results, the statement of the directors, supervisors, experts, and other staff, and documented or written objections or reservations; 9. Other noticeable particulars; The attendance register is an integral part of the minutes of meeting and it shall be with the signature or seal of the Chairman and clerk. The

Article	Amended Provisions	The Original Provisions	Remarks
	meeting minutes shall be distributed to the directors, supervisors, and personnel presented at the meeting in 20 days after the meeting and it shall be filed as the Company’s important archives and reserved properly throughout the duration of the company. The preparation and distribution of the meeting minutes may be made electronically.	meeting minutes shall be distributed to the directors, supervisors, and personnel presented at the meeting in 20 days after the meeting and it shall be filed as the Company’s important archives and reserved properly throughout the duration of the company. The preparation and distribution of the meeting minutes can be made electronically.

5. Report of Issuance of Third Domestic Secured Ordinary Corporate Bonds

(1) The Company issued one corporate bond in 2012:

Issuance	U-Ming Marine Transport Corp. - Third Domestic Secured Corporate Bond
Denomination	NT$2 billion
Tenor	5years
Coupon	1.32%p.a.
Repayment Schedule	Repay 50% of the principal amount in the 4thand 5thyear after issuance date, respectively. Interest ispaid annually.
Guarantor	Bank SinoPac
Competent authority Date Doc. No.	Financial SupervisoryCommission
	August 8, 2012
	FSC.far.tzi No. 1010034872
Issuing purpose	Repayingshort-term loan and enhancingfinancial structure
Remark	Issued on August 22, 2012

(2) This bond issuance and its terms and conditions had been approved by the 11[th] meeting of the fifteenth-term Board of Directors on August 29, 2012 and it is hereby reported in accordance with Article 246 of the Company Act.

6. Report of The Adjustment of the Company’s Distributable Earnings and the Appropriation of the Special Reserve after Adopting the International Financial Reporting Standards (IFRS)

(1) It is processed in accordance with Note 3 of the FSC.far.tzi No. 1010012865 Letter dated April 6, 2012 of the Financial Supervisory Commission.
(2) The Company’s unappropriated earnings were reduced by NT$647,223,364 and increased by NT$18,840,820 on January 1, 2012 (the conversion date) and the comparison period in 2012, respectively, due to the adoption of the IFRS.
(3) When the Company first adopting the IFRS in accordance with the requirements of the Financial Supervisory Commission, the amount transferred to the retained earnings due to the IFRS No. 1 “Exemption” adopted on January 1, 2012 was without the need of appropriating earned surplus since there is no credit made to the retained earnings.
(4) This proposal has been approved by the 13[th] meeting of the fifteenth-term Board of Directors on March 18, 2013.

Matters to be ratified:

1. Adoption of the 2012 Business Report and Financial Statement

Explanatory Notes：

(1) Please discuss and approve the annual financial statements as of December 31, 2011, including balance sheets, statements of income, statements of changes in stockholders' equity and statements of cash flows, which are shown on page 7 to 19. Supervisors of the Company have reviewed these financial statements for the fiscal year 2012 and issued an audit report.
(2) Please approve.

Resolved:

2. Adoption of the Proposal for Distribution of 2012 Retained Earnings

Explanatory Notes：

(1) According to Article 27 of the Articles of Incorporation, please refer to the following for the company’s 2012 appropriation proposal:

(I) 2012 appropriated R/E

Unit: NTD

2012 net income after tax 1,804,247,467 Less: Legal reserve (10%) (180,424,747) Add: Reverse retained special reserve of previous year 1,575,238,078 Less: Special reserve (3,215,984,335) Add: Unappropriated R/E of previous year 8,669,383,720 Earnings available for distribution 8,652,460,183 Less: Unappropriated earnings (6,507,418,403) 2012 appropriated R/E 2,145,041,780 (II) Appropriation of 2012 earnings Cash dividends (60%) 1,313,290,886 Bonus to stockholders (38%) 831,750,894 Total ( Cash dividends-NT$ 2.5 per share) 2,145,041,780

(II) Appropriation of 2012 earnings

(2) I. It is proposed the Company to distribute Employee's Bonus – Cash of NTD$21,888,181.
II. Proposal regarding stock dividends to employee’s Bonus – Stock: NTD$ 0.
III. It is proposed the Company to distribute remuneration to directors and supervisors of NTD$21,888,181.
(3) It is prioritized to distribute the R/E of Year 1998 when calculating the shareholders’ deductible tax according to #66-6 of Income Tax Law. The “identified method” and “distribution of most recent years’ R/E” were applied when calculating 10% imputing tax according to #66-9 of Income Tax Law.
(4) It is proposed that the record date of ex-cash dividend to be fixed after the approval by the 2013 Annual Shareholders’ Meeting.
(5) This proposal has been approved by the 13[th] meeting of the fifteenth-term Board of Directors on March 18, 2013.
(6) Please approve.

Resolved:

Matters To Be Discussed And Elected :

1. Amendment to the “Procedure for Corporate Guarantees” and “Procedure for Third Party Loans”

Explanatory Notes:

(1) Pursuant to amended “ Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” which is issued by Financial Supervisory Commission on July 6, 2012, it is proposed to amend Article 2, Article 3, Article 4, Article 6 and Article 8 of the Company’s “Procedure for Corporate Guarantees,” and to amend Article 2, Article 3, Article 4, Article 5 and Article 8 of the Company’s “Procedure for Third Party Loans.” The overview of the amendments is shown in the following table.
(2) This proposal has been approved by the 12[th] meeting of the fifteenth-term Board of Directors on December 21, 2012.
(3) Please approve.

Resolved:

Amendments to the “PROCEDURE FOR CORPORATE GUARANTEES” of U-Ming Marine Transport Corporation

Article		Amended Provisions		The Original Provisions	Remarks
2		The targets of the company’s corporate guarantees are limited to the following: 1. Companies with whom we have business dealings; 2. Companies in which our company has more than 50% of direct and indirect voting rights; 3. Companies which have more than 50% of direct and indirect voting rights in our company. Companies in which the company has more than 90% direct and indirect voting rights can provide guarantees, by which the amount may not exceed 10% of the company’s latest net worth as per the latest audit or assessment by CPA (hereby abbreviated as“the latest net worth of the company”). However, this provision does not apply to guarantees between companies in which the company has 100% direct and indirect voting rights. When the company takes part in industrial or vested mutual guarantee with industry counterparts according to the contractual stipulations due to the needs of the projects contracted, or when all the shareholders, arising from a joint investment relationship, provide endorsement or guarantee to the investment target, the previous regulation		The targets of the company’s corporate guarantees are limited to the following: 1. Companies with whom we have business dealings; 2. Companies in which our company has more than 50% of direct and indirect voting rights; 3. Companies which have more than 50% of direct and indirect voting rights in our company. Companies in which the company has more than 90% direct and indirect voting rights can provide guarantees, by which the amount may not exceed 10% of the company’s net worth.However, this provision does not apply to guarantees between companies in which the company has 100% direct and indirect voting rights. When the company takes part in industrial or vested mutual guarantee with industry counterparts according to the contractual stipulations due to the needs of the projects contracted, or when all the shareholders, arising from a joint investment relationship, provide endorsement or guarantee to the investment target, the previous regulation	1. For the sake of terminology, the text of Section 2 is hereby amended. 2. Revise Section 5 according to Article 6 of the “Regulations

Article		Amended Provisions		The Original Provisions	Remarks
		will not apply, and the endorsement guarantee shall be provided. The investment mentioned above refers to direct investment from the company or indirect investment through any company in which our company controls 100% voting rights. The subsidiary and parent companies mentioned in this procedure shallbe determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.		will not apply, and the endorsement guarantee shall be provided. The investment mentioned above refers to direct investment from the company or indirect investment through any company in which our company controls 100% voting rights. The subsidiary and parent companies mentioned in this procedure shalladopt No. 5 and No. 7 stipulations according to the accounting principles issued by the Accounting Research Development Foundation, R.O.C.	Governing Loaning of Funds and Making of Endorsements/Guarante es by Public Companies” (hereinafter called “the Regulations”) because public companies shall adopt to the International Financial Reporting Standards (IFRS) in sequence.
3		The total liability of the company’s corporate guarantees shall bethe latest net worth of the company.The limit of the company’s corporate guarantee for a single enterprise shall be 50% ofthe latest net worth of the company. The total liability of guarantees provided by the company and subsidiaries shall not exceedthe latest net worth of the company.Guarantees provided by the company and subsidiaries for a single company shall not exceed 50% of the latest net worth of the company. If the total liability of guarantees effected by the company and subsidiary companies exceeds 50% ofthe latest net worth of the		The total liability of the company’s corporate guarantees shall bethe current net worth of the company.The limit of our company’s corporate guarantee for a single enterprise shall be 50% ofthe current net worth of the company. The total liability of guarantees provided by the company and subsidiaries shall not exceedthe current net worth of the company. Guarantees provided by the company and subsidiaries for a single company shall not exceed 50% of the current net worth of the company. If the total liability of guarantees effected by the company and subsidiary companies exceeds 50% ofthe net worth of the company,	1. For the sake of terminology, the text of Section 1 and 2 are hereby amended.

Article		Amended Provisions	The Original Provisions	Remarks
		company,the necessity and rationale for the guarantees shall be explained to the shareholders’ meeting. Where the company’s financial report is prepared according to the International Financial Reporting Standards, the term“Net Worth”stated herewith means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports By Securities Issuers.	the necessity and rationale for the guarantees shall be explained to the shareholders’ meeting.	2. Add Section 3 according to Article 6 of the Regulations because the public companies shall adopt IFRS in sequence.
4		Before the company provides endorsement or guarantee for other companies, the finance department shall assess whether the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” (hereby abbreviated as “the Regulations”) as well as the stipulations of this procedure pertaining to the following issues have been met. The department shall report its assessment to the board of directors and process accordingly. But for the purpose of efficiency, the board of directors authorises the chairman to decide first based on the limits in the previous article, and report later to the next board of directors’ meeting: 1. Necessity and rationality of the corporate guarantees; 2. Credit and risk assessments of the target of corporate guarantees;	Before the company provides endorsement or guarantee for other companies, the finance department shall assess whether the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” (hereby abbreviated as “the Regulations”) as well as the stipulations of this procedure pertaining to the following issues have been met. The department shall report its assessment to the board of directors and process accordingly. But for the purpose of efficiency, the board of directors authorises the chairman to decide first based on the limits in the previous article, and report later to the next board of directors’ meeting: 1. Necessity and rationality of the corporate guarantees; 2. Credit and risk assessments of the target of corporate guarantees;

Article	Amended Provisions	The Original Provisions	Remarks
	3. Impact on the company’s operational risks, financial status and shareholders’ interests; 4. Whether collateral is available and the valuation of the collateral. In accordance with the provisions in Article 2, Paragraph 2, subsidiaries in which the company has more than 90% direct and indirect voting rights can only provide guarantees after it has made a report to the board of directors and obtained approval to proceed. However, this provision does not apply to guarantees between companies in which the company has 100% direct and indirect voting rights. When the company handles corporate guarantees on account of business dealings, we should also assess the value of the corporate guarantee and see whether it commensurate with the value of the business dealing. The value of business dealing refers to the value of goods received and sold or the value of transactions for the previous year between the company and the target of corporate guarantee. When dealing with corporate guarantees, on account of business needs, where there is a need to exceed the value	3. Impact on the company’s operational risks, financial status and shareholders’ interests; 4. Whether collateral is available and the valuation of the collateral. In accordance with the provisions in Article 2, Paragraph 2, subsidiaries in which the company has more than 90% direct and indirect voting rights can only provide guarantees after it has made a report to the board of directors and obtained approval to proceed. However, this provision does not apply to guarantees between companies in which the company has 100% direct and indirect voting rights. When the company handles corporate guarantees on account of business dealings, we should also assess the value of the corporate guarantee and see whether it commensurate with the value of the business dealing. The value of business dealing refers to the value of goods received and sold or the value of transactions for the previous year between the company and the target of corporate guarantee. When dealing with corporate guarantees, on account of business needs, where there is a need to exceed the value

Article	Amended Provisions	The Original Provisions	Remarks
	limit stated in the previous article under the conditions in this procedure, the board of directors’ approval shall be sought and when more than half of the directors provide joint guarantee for the losses that may arise when the limit is exceeded, this procedure will be amended and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. If the company has put in place an independent director, this procedure will be discussed during the board of directors’ meeting. When providing corporate guarantees to others or when the previous items occur, the opinions of the independent director should be thoroughly considered, and the opinions and reasons for agreement or opposition by the independent director shall be recorded in the minutes of meeting. Should the company cause the corporate guarantee target to fail to meet regulations or when the limit is exceeded due to changes in circumstances, a change of plan shall be made and the changes submitted to the supervisors, and the amendments made accordingly.	limit stated in the previous article under the conditions in this procedure, the board of directors’ approval shall be sought and when more than half of the directors provide joint guarantee for the losses that may arise when the limit is exceeded, this procedure will be amended and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. If the company has put in place an independent director, this procedure will be discussed during the board of directors’ meeting. When providing corporate guarantees to others or when the previous items occur, the opinions of the independent director should be thoroughly considered, and the opinions and reasons for agreement or opposition by the independent director shall be recorded in the minutes of meeting. Should the company cause the corporate guarantee target to fail to meet regulations or when the limit is exceeded due to changes in circumstances, a change of plan shall be made and the changes submitted to the supervisors, and the amendments made accordingly.

Article	Amended Provisions	The Original Provisions	Remarks
	If the guarantee is provided by the company or a subsidiary to a company which has a net worth lower than half of its paid-up capital, the finances, business and related credit status of the subsidiary company should be carefully monitored. If collateral is provided, there should be close monitoring for changes to the value of the collateral. In the event of significant adverse changes, the guarantee shall be terminated or dealt with appropriately.The subsidiary company with no par value stock or a par value other than NT$10, for the aforementioned paid-in capital, the sum of the share capital plus paid-in capital in excess of par shall be substituted.	If the guarantee is provided by the company or a subsidiary to a company which has a net worth lower than half of its paid-up capital, the finances, business and related credit status of the subsidiary company should be carefully monitored. If collateral is provided, there should be close monitoring for changes to the value of the collateral. In the event of significant adverse changes, the guarantee shall be terminated or dealt with appropriately.	Amend Section 7 according to Article 12 of the Regulations which is in the case of a subsidiary with shares having no par value or a par value other than NT$10.
	be substituted.
6	The company’sseal for endorsements and guarantees shall be placed under the custody of the designated personnel; also, notes shall be issued with the seal affixed on in accordance with the company’s procedures. The designated personnel for the seals referred to above shall be reported to the board of directors for approval, same as the amendment. In terms of a guarantee made for foreign organizations by the company, the Letter of Guarantee issued by the company shall be signed by the individual authorized by	The company’snotes seal, corporate seal, and notesshall be placed under the custody of the designated personnel; also, notes shall be issued with the seal affixed on in accordance with the company’s procedures. The designated personnel for the sealsand notesreferred to above shall be reported to the board of directors for approval, same as the amendment. In terms of a guarantee made for foreign organizations by the company, the Letter of Guarantee issued by the company shall be signed by the individual authorized by	Section 1 and 2 are amended in response to the need of actual operation.

Article	Amended Provisions	The Original Provisions	Remarks
	the board of directors.	the board of directors.
8	The company and its subsidiaries shall have the endorsement and guarantee amount of prior month announced and reported before the 10thday of each month. The company shall have endorsements and guarantees fall in one of the following circumstances announced and reportedwithin 2 days immediately from the date of occurrence: 1. The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50% or more ofthe latest net worth of the company; 2. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches 20% or more ofthe latest net worth of the company; 3. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of along-termnature in, and balance of loans to, such enterprise reaches 30% or more ofthe latest net worth of the company; 4. The amount of new endorsements/guarantees made by	The company and its subsidiaries shall have the endorsement and guarantee amount of prior month announced and reported before the 10thday of each month. The company shall have endorsements and guarantees fall in one of the following circumstances announced and reportedwithin 2 days from the date of occurrence: 1. The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50% or more ofthe net worth as stated in its latest financial statement of the company; 2. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches 20% or more ofthe net worth as stated in its latest financial statement of the company; 3. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of along-termnature in, and balance of loans to, such enterprise reaches 30% or more ofthe net worth as stated in its latest financial statement of the company; 4. The amount of new endorsements/guarantees made by	1. For the sake of terminology, the purpose of defining the commencing date for the related obligations; also, in response to the public company’s adopting the IFRS for compiling financial statements without long-term investment item, Section 2 is hereby amended in accordance with Article 25 Section 1 of the Regulations. 2. The Financial Supervisory Commission, Executive Yuan was officially renamed the Financial Supervisory Commission on July 1,
	1. 2. 3. 4.

Article			Amended Provisions			The Original Provisions	Remarks
		the company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more ofthe latest net worth of the company. If the subsidiary is not a public company in Taiwan, the company is to have the fourth announcements and reporting referred to above made on behalf of the subsidiary. The announced and reporting referred to above meant to have the related information announced and reported on-line at the information network designated by the Financial Supervisory Commission. “Date of Occurrence”referred to above in this procedure means the date of the contract singing, the payment, the board of directors’resolutions or other date that the counterparty and monetary amount of the transaction are confirmed whichever is earlier. The company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit			the company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more ofthe net worth as stated in its latest financial statement of the company. If the subsidiary is not a public company in Taiwan, the company is to have the fourth announcements and reporting referred to above made on behalf of the subsidiary. The announced and reporting referred to above meant to have the related information announced and reported on-line at the information network designated by the Financial Supervisory Commission, Executive Yuan. The company shall evaluate or record the contingent loss for endorsements/guaranteesin accordance with the SFAS No. 9,and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant		2012. The text of Section 4 is hereby amended accordingly. 3. Section 5 is added in accordance with Article 7 Section 2 of the Regulations to well define the “Date of Occurrence.” The original Section 5 is prioritized as Section 6 thereafter. 4. For the public company with the adoption of the IFRS or SFAS, the endorsement and guarantee, if any, shall be with the contingent loss assessed or recognized in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers;”

Article	Amended Provisions	The Original Provisions	Remarks
	procedures.	information for implementation of necessary audit procedures.	also, shall be disclosed properly in the financial statements. Section 6 is amended in accordance with Article 26 of the Regulations.

Amendments to the “PROCEDURE FOR THIRD PARTY LOANS” of U-Ming Marine Transport Corporation

Article		Amended Articles		Current Articles	Remarks
2		(Limits on the value of third party loans and the targets) The total value of our company’s capital loan to the borrowers mentioned in part 1 of the previous article shall not be more than 50% of the net worth as per the latest audit or assessment by CPA (hereby abbreviated as “the latest net worth of the company”). Amount of loan granted to business associates shall not exceed the business amount transacted. “Business amount transacted” refers to the amount of goods received, sold or amount of transaction done with the business associates in the year prior to the establishment of the loan agreement. For parties with short-term financing needs, the loan value shall not exceed 15% ofthe latest net worth of the company.The value of individual loans shall not exceed 5% ofthe latest net worth of the company. Thecumulative short-termloans transacted among the overseas companies in which the company have 100% direct or indirect voting rights,shall not exceed 40% of the latest net worth of the company.		(Limits on the value of third party loans and the targets) The total value of our company’s capital loan to the borrowers mentioned in part 1 of the previous article shall not be more than 50% of thecompany’snet worth as per the latest audit or assessment by CPA (hereby abbreviated as “the company’s latest net worth”). Amount of loan granted to business associates shall not exceed the business amount transacted. “Business amount transacted” refers to the amount of goods received, sold or amount of transaction done with the business associates in the year prior to the establishment of the loan agreement. For parties with short-term financing needs, the loan value shall not exceed 15% ofthe company’s latest net worth.The value of individual loans shall not exceed 5% ofthe company’s latest net worth. The loans transacted among the overseas companies in which the company have 100% direct or indirect voting rights,shall not be subjected to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees	1. For the sake of terminology, the text of Section 1 and 3 are hereby amended. 2. The bottom part in Section 4 is amended according to Article 3 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guaran tees by Public Companies” (hereinafter called “the Regulations”), which concern the setting of the amount constraints of loans shall still apply to inter-company loans of funds between

Article		Amended Articles		Current Articles	Remarks
		Where the company’s financial report is prepared according to the International Financial Reporting Standards, the term “Net Worth”stated herewith means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports By Securities Issuers.		by Public Companies (hereinafter called“the Regulations”).	foreign companies in which the public company holds, directly or indirectly, 100% of the voting shares. 3. Add Section 5 according to Article 6 of the Regulations.
3		(Reasons and necessity of third party loans) The company’s loans to parties with short-term financing needs shall be limited to: 1. The following parties for which the company has to provide corporate guarantees and which have short-term financing needs: a. Companies in which the company has more than 50% direct and indirect voting rights. b. Companies which have more than 50% direct and indirect voting rights in the company. 2. Other parties to which the board of directors has agreed to give third party loans. The subsidiaries and parent company mentioned in this procedure shallbe as determined under the Regulations		(Reasons and necessity of third party loans) The company’s loans to parties with short-term financing needs shall be limited to: 1. The following parties for which the company has to provide corporate guarantees and which have short-term financing needs: a. Companies in which the company has more than 50% direct and indirect voting rights. b. Companies which have more than 50% direct and indirect voting rights in the company. 2. Other parties to which the board of directors has agreed to give third party loans. The subsidiaries and parent company mentioned in this procedure shalladopt the accounting standards as per No. 5	Revise Section 2 according to Article 6 of the Regulations because the public companies’ financial reports shall adopt to the International Financial Reporting Standards (IFRS) in sequence.

Article		Amended Articles		Current Articles	Remarks
		Governing the Preparation of Financial Reports by Securities Issuers.		and No. 7 of the stipulations issued by the R.O.C.’s Accounting Research Development Foundation.
4		(Procedures for handling third party loans) The borrower shall submit the necessary financial information to apply for financing from our finance department. The finance department shall assess whether the“Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”(hereby abbreviated as“the Regulations”)as well as the stipulations of this procedure pertaining to the following items have been met. The department shall report its assessment to the board of directors and process accordingly. It shall not authorise others to make the decision: 1. Necessity and rationality of the third party loans; 2. Credit and risk assessments of the target of third party loans; 3. Impact on the company’s operational risks, financial status and shareholders’ interests; 4. Whether collateral is available and the valuation of the collateral. Loans between the company and the subsidiaries, or the company’s subsidiaries shall be submitted to the board of		(Procedures for handling third party loans) The borrower shall submit the necessary financial information to apply for financing from our finance department. The finance department shall assess whether the principles of public issuance of company capital loans and handling of corporate guarantees (hereby abbreviated as “the handling principles”)as well as the stipulations of this procedure pertaining to the following items have been met. The department shall report its assessment to the board of directors and process accordingly. It shall not authorise others to make the decision: 1. Necessity and rationality of the third party loans; 2. Credit and risk assessments of the target of third party loans; 3. Impact on the company’s operational risks, financial status and shareholders’ interests; 4. Whether collateral is available and the valuation of the collateral. Loans between the company and the subsidiaries, or the company’s subsidiaries shall be submitted to the board of	Revise Section 1 according to the amendment of Article 2 of the Company’s Procedure for Third Party Loans.

Article	Amended Articles	Current Articles	Remarks
	directors for approval, and the chairman shall be authorised to disburse the specific loan amount to the borrower in instalment or as a revolving loan within one year from the date of the resolution by the board of directors. The aforementioned specific loan amount shall comply with the provision in Article 2, Paragraph 4. In addition, the loan amount provided by the company or its subsidiaries to a single company may not exceed 10% of the net worth in the latest financial statement of the company. After the limit of the borrower has been verified, it shall complete the application form and submit it to the finance department. It shall withdraw the money only after the application has been approved by the party authorised by the board of directors. The finance department shall report the execution of the loan regularly to the board of directors. When the borrower applies to withdraw the funds, it should submit to the company a guarantee note of equivalent value or other collateral or guarantor acknowledged by the company, as the collateral for the third party loan. If the company has put in place an independent director, when this procedure is discussed during the board of	directors for approval, and the chairman shall be authorised to disburse the specific loan amount to the borrower in instalment or as a revolving loan within one year from the date of the resolution by the board of directors. The aforementioned specific loan amount shall comply with the provision in Article 2, Paragraph 4. In addition, the loan amount provided by the company or its subsidiaries to a single company may not exceed 10% of the net worth in the latest financial statement of the company. After the limit of the borrower has been verified, it shall complete the application form and submit it to the finance department. It shall withdraw the money only after the application has been approved by the party authorised by the board of directors. The finance department shall report the execution of the loan regularly to the board of directors. When the borrower applies to withdraw the funds, it should submit to the company a guarantee note of equivalent value or other collateral or guarantor acknowledged by the company, as the collateral for the third party loan. If the company has put in place an independent director, when this procedure is discussed during the board of

Article		Amended Articles	Current Articles	Remarks
		directors’ meeting or when providing third party loans, the opinions of the independent director should be thoroughly considered, and the opinions and reasons for agreement or opposition by the independent director shall be recorded in the minutes of meeting. Should the company cause the third party loan value to exceed the limit or the interested party to fall short of the criteria due to changes in circumstances, a change of plan should be made with it being submitted to the supervisors, and the amendments made accordingly.	directors’ meeting or when providing third party loans, the opinions of the independent director should be thoroughly considered, and the opinions and reasons for agreement or opposition by the independent director shall be recorded in the minutes of meeting. Should the company cause the third party loan value to exceed the limit or the interested party to fall short of the criteria due to changes in circumstances, a change of plan should be made with it being submitted to the supervisors, and the amendments made accordingly.
5		(Period of loan and dividend formula) The company’s period of third party loan shall not exceed a year. However, in the event that companies which apply for short-term financing have an operating cycle that extends beyond a year, the particular companies’ operating cycle shall be used as the benchmark. Tenor of the short-term loans to overseas companies in which the company have 100% direct or indirect voting rightsdepends on the applicant’s financial requirements , but loan period granted shall not be more than three years. The interest shall be calculated based on fluctuating rates,	(Period of loan and dividend formula) The company’s period of third party loan shall not exceed a year. However, in the event that companies which apply for short-term financing have an operating cycle that extends beyond a year, the particular companies’ operating cycle shall be used as the benchmark. Tenor of the short-term loans to overseas companies in which the company have 100% direct or indirect voting rightsshall not be subjected to the above restriction. The interest shall be calculated based on fluctuating rates,	To revise Section 2 according to Article 3 of the Regulations which concern the setting of the durations of loans shall still apply to inter-company loans of funds between foreign companies in which the public company holds, directly or indirectly, 100% of the voting

Article	Amended Articles	Current Articles	Remarks
	and depending on the company’s adjustment of capital costs, the interest rates shall be adjusted after the finance department has obtained the general manager’s approval. The interest receivable shall be computed periodically.	and depending on the company’s adjustment of capital costs, the interest rates shall be adjusted after the finance department has obtained the general manager’s approval. The interest receivable shall be computed periodically.	shares.
8	(Procedure for submitting notices) The company and its subsidiaries shall have the balance of third party loans of prior month announced and reported before the 10thday of each month. The company shall have third party loans fall in one of the following circumstances announced and reportedwithin 2 days immediately from the date of occurrence: 1. The aggregate balance of third party loans by the company and its subsidiaries reaches 20% or more of the latest net worth of the company; 2. The balance of third party loans by the company and its subsidiaries for a single enterprise reaches 10% or more ofthe latest net worth of the company; 3. The amount of new third party loans made by the company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more ofthe latest net worth of the company.	(Procedure for submitting notices) The company and its subsidiaries shall have the balance of third party loans of prior month announced and reported before the 10thday of each month. The company shall have third party loans fall in one of the following circumstances announced and reportedwithin 2 days from the date of occurrence: 1. The aggregate balance of third party loans by the company and its subsidiaries reaches 20% or more of the net worth as stated in its latest financial statement of the company; 2. The balance of third party loans by the company and its subsidiaries for a single enterprise reaches 10% or more ofthe net worth as stated in its latest financial statement of the company; 3. The amount of new third party loans made by the company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more ofthe net worth as stated	1. For the sake of terminology and the purpose of defining the commencing date for the related obligations, Article 8 Section 2 is hereby amended in accordance with Article 22 Section 1 of the Regulations. 2. The Financial Supervisory Commission, Executive Yuan was officially renamed the Financial Supervisory Commission on July 1, 2012. The text of Article 8 Section 4 is
	1. 2. 3.	1. 2. 3.

Article		Amended Articles			Current Articles	Remarks
		If the subsidiary is not a public company in Taiwan, the company is to have the three announcements and reporting referred to above made on behalf of the subsidiary. The announced and reporting referred to above meant to have the related information announced and reported on-line at the information network designated by the Financial Supervisory Commission. “Date of occurrence”in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier. The company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.		in its latest financial statement of the company. If the subsidiary is not a public company in Taiwan, the company is to have the four announcements and reporting referred to above made on behalf of the subsidiary. The announced and reporting referred to above meant to have the related information announced and reported on-line at the information network designated by the Financial Supervisory Commission, Executive Yuan. The company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debtsaccording to GAAP, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.		hereby amended accordingly. 3. Article 8 Section 5 is added in accordance with Article 7 Section 2 of the Guideline to well define the “Date of Occurrence.” The original Section 5 is prioritized as Section 6 thereafter. 4. For the public company with the adoption of the IFRS or SFAS, the third party loans, if any, shall be in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers;” also, shall evaluate the status of its loans of funds and reserve

Article	Amended Articles	Current Articles	Remarks
			sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports. Article 8 Section 6 is amended in accordance with Article 23 of the Regulations.

2. The 16th Election of Directors and Supervisors

Explanatory Notes:

(1) The three-year term of directors and supervisors of the fifteenth-term Board will be end in June, 2013. Accordingly, it is proposed to elect new Board members at 2013 Annual Shareholders’ Meeting.
(2) The 2013 Annual Shareholders’ Meeting shall elect 9 directors and 3 supervisors. Their three-year term will start from June 24, 2013 and end on June 23, 2016.
(3) Please refer to page 64-65 for the Company’s “Rules for Director and Supervisor Elections.“
(4) This proposal has been approved by the 13[th] meeting of the fifteenth-term Board of Directors on March 18, 2013.
(5) Please elect.

Voting Result:

3. Proposal of Release the Prohibition on Directors from Participation in Competitive Business

Explanatory Notes:

(1) According to Section 1, Article 209 of the Company Act, 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.
(2) The new 16[th] directors may conduct the same business within the scope of the Company's business. Thus, the Company proposes to release the prohibition on directors from participation in competitive business.
(3) This proposal has been approved by the 13[th] meeting of the fifteenth-term Board of Directors on March 18, 2013.
(4) Please approve.

Resolved:

Questions And Motions :

U-MING MARINE TRANSPORT CORPORATION

ARTICLES OF INCORPORATION

June 14, 2012

Section I - General Provisions

Article l: The Corporation shall be incorporated as a company limited by shares under the Company Law of the Republic of China, and its name shall be U-Ming Marine Transport Corporation.
Article 2: The scope of business of the Corporation shall be as follows:
(1) Ship transportation;
(2) Sale and purchase of ship;
(3) G401011 Shipping agency;
(4) ZZ99999 To carry on the businesses which are not prohibited or restricted by law except for the services licensed under approval.
Article 3: The Corporation may provide external guarantee in accordance to the regulations set out in the “Procedure for Corporate Guarantees.”
Article 4: When the Corporation intends to become a limited liability stockholder due to reinvestment in other company, it is not subjected to the restriction stipulated in Article 13 of the Company Law of the Republic of China that the total amount of its reinvestment in other companies shall not exceed forty percent of the amount of its paid-up capital. However, the Corporation's practice in relation to the reinvestment shall be made according to a resolution adopted at the meeting of the Board of Directors.
Article 5: The Corporation shall have its head office in Taipei, and may set up branch offices at various locations inside and outside of the Republic of China, depending upon the Corporation's business necessity.

Section II - Capital Stock

Article 6: The total capital stock of the Corporation shall be in the amount of NT$10,500,000,000 divided into 1,05,000,000 shares, with par value of NT$10 per share. For the un-issued shares, the Board of Directors is authorized to issue these shares in installments.

Article 7: Shares issued by the Corporation shall be exempted from printing of share certificates. However, the Corporation shall register with the Securities Consolidated Custody Business Organization.

The corporation can issue share certificate for special shares.

When the Corporation merges with other company, on matters related to the merging, it is not necessary to obtain resolution from an extraordinary stockholders’ meeting.

Article 8: Shares affair matters of the Corporation shall be handled based on the provisions in 「Public Issue Shares Company Shares Affairs Handling Standard」and other relevant laws and regulations.
Article 9: No transfer of shares shall be made within sixty days prior to each annual stockholders' regular meeting or within thirty days before an extraordinary meeting or within five days fixed by the Corporation for distributing dividend, bonus or other benefits.

Section III- Stockholders' Meetings

Article 10: Stockholders' meetings of the Corporation are of two kinds:

(l) Regular meetings which shall be convened by the Board of Directors within six months after the close of the fiscal year.
(2) Extraordinary meetings which shall be convened by the Board of Directors whenever deemed necessary by the Board of Directors or upon the written request of stockholders holding three percent or more of the total outstanding capital stock continuously for more than one year.

When the Board of Directors is not going to convene or cannot convene the stockholders’ meeting, Supervisor(s) can convene the stockholders’ meeting if deemed necessary for the benefit of the Corporation.

Article 11: Convention of stockholders’ regular meeting shall be notified to various stockholders in writing thirty days in advance. Convention of stockholders shall be notified to various stockholders in writing fifteen days in advance. That written notice shall state clearly the date and place and the reasons for convening the meeting and shall also be publicly announced based on Law.
Article 12: Unless otherwise provided in the Company Law of the Republic of China, a stockholders' meeting may proceed with its conference if attended by stockholders representing more than one half of the total outstanding shares of the Corporation. Resolutions shall be made by a majority vote of the stockholders present at the meeting.
Article 13: Stockholder shall present power of attorney to assign representative to attend the stockholders’ meeting. Apart from shares affairs representative organization approved by trust business or securities management institution, if more than two powers of attorney are in favor of one person (proxy) the voting right of such proxy shall not exceed three percent of the total outstanding shares of the Corporation, and the

exceeding portion shall not be counted.

In regard to method of appointing for attendance by stockholder, unless otherwise provided in the Company Law, it shall be processed based on the “Rules Of Utilization of Power of Attorney To Attend Stockholders’ Meeting Of Public Issue Company.”

Article 14: During stockholders’ meeting, unless otherwise provided in the Company Law or this Articles of Incorporation, the meeting shall be processed based on the Rules Of Proceedings For Stockholders’ Meeting of the Corporation.
Article 15: The resolutions of the stockholders' meeting shall be recorded in the minutes, which shall specify the date, place of meeting, number of stockholders who attended such meeting, number of holding shares or representing shares, number or voting rights, name of the chairman, resolutions and method thereof, and such minutes shall be signed or sealed by the Chairman of the meeting. Such minutes, together with the stockholders’ attendance book (card) and proxies, shall be kept in the Corporation based on Law.

Section IV - Directors, Supervisors and Managers

Article 16: The Corporation shall have nine Directors and three Supervisors that shall be elected from among capable persons in the stockholders’ meeting. The total registered shares held by all directors and supervisors shall be stipulated based on the standard in the provision of “Director & Supervisor Share Percentage & Audit Implementation Rules For Public Issue Company.”
Article 17: The term of office for Directors shall be three years and term of office for Supervisors shall be three years and they shall be re-appointed if being re-elected.
Article 18: The Board of Directors shall be organized by Directors to exercise the job authorities of directors. The Directors shall elect from among themselves a Chairman who will represent the company and one Vice Chairman. When the Chairman is absent or cannot exercise his job authorities for any reason whatsoever, the Vice Chairman shall be designated by the Chairman as his agent. When the Vice Chairman is absent or cannot exercise his job authorities, one director will be assigned by the Chairman to be the agent. In case of no such assignment, the Directors shall elect one from among themselves.
Article 19: Meetings of the Board of Directors shall be held regularly. Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors. Unless otherwise provided for in the Company Law, meetings of the Board of Directors shall be attended by a majority of Directors. Resolutions of the Board of Directors shall be adopted by a majority of the Directors at a meeting attended by majority of the Directors. For urgent matters, the Chairman can convene extraordinary meetings at any time.

If a Director cannot attend a meeting of the Board of Directors, he should submit a power of attorney appointing another Director to act on his behalf in accordance with the Law.

The Notice of Meeting provided in preceding paragraph could be served by way of writing, email or fax.

Article 20: The Supervisors, in addition to performing their supervising duties in accordance with Applicable laws, shall attend meetings of the Board of Directors and voice opinions, but shall not be entitled to participate in Voting.
Article 21: The remuneration of Directors and Supervisors shall be decided by a stockholders' meeting. And the remuneration of Chairman and Vice Chairman shall be decided by the Board of Directors with consideration of industry and listing companies’ remuneration level.
Article 22: The Corporation shall have one President and various certain number of Vice Presidents, Assistant Vice Presidents and managers and their appointment and dismissal shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors.
Article 23: The Chairman, deputy chairman and general manager shall perform daily duties of the corporation according to the resolutions made at the meeting of the Board of Directors.

Section V - Financial Reports

Article 24: The fiscal year for the Corporation shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the Corporation shall prepare financial reports.
Article 25: The Board of Directors shall prepare various financial reports pursuant to relevant laws and regulations. Such reports shall, after being reviewed and approved by the Supervisors of the Corporation, be submitted by the Board of Directors thirty days prior to the regular stockholders' meeting for acceptance.

The appointment, dismissal and remuneration of the auditors of the preceding financial reports shall be made with the consent of a majority of the Directors.

Article 26: Dividends distributed to stockholders shall be paid pursuant to the allocation percentage stipulated in the articles of incorporation of the Corporation and consideration shall be given to the business perspective of the corporation, the life cycle of various products or service provided, capital requirement in the future and the effect of possible changes of tax laws respectively and under the objective of maintaining a stable dividend policy. For issue of dividend, the cash dividend shall not be lower than ten percent of total dividend and stockholder bonus of that year.
Article 27: If the Corporation has a profit at the end of a fiscal year, the Corporation shall make up losses of previous years after paying business income taxes based on Law and, if there is any remaining profit, a legal reserve of ten percent of the balance shall be appropriated as legal reserve. In addition, after appropriation of special reserve based on provision in law, together with the accumulated undistributed earnings of the previous year, the total shall be the profit that is available for allocation. However, depending on the condition of the business, part of the profit shall be retained and the balance shall be allocated based on the following percentage:
(1) Sixty percent of the balance as dividends: To be allocated in proportion to all shares. In case of an increase in the capital of the Corporation, unless otherwise provided in

the law, the dividend for the new shares for the same year shall be decided by the stockholders' meeting.

(2) Thirty-eight percent as bonus to stockholders to be allocated in proportion to all shares. In case of an increase in the capital of the Corporation, the bonus for the new shares for the same year shall be decided by the stockholders’ meeting.
(3) One percent as remuneration for Directors and Supervisors.
(4) One percent as bonus to employees.

When allocating employee bonus in the form of shares certificate, it shall be handled based on the method stipulated by the Board of Directors.

Section VI - Supplementary Provisions

Article 28: Should there be any incomplete matter in the articles of incorporation of the Corporation, it shall be handled based on the provisions in the Company Law and other relevant laws and regulations.
Article 29: The Articles of Incorporation of the Corporation are stipulated on the 22nd day of June 1968 and after resolution was obtained in the stockholders’ regular meeting, it was submitted to the competent authority for approval and became effective on the same day. Subsequent amendment to these Articles of Incorporation shall become effective after being passed at the stockholders’ meeting.

The first revision was in August 16[th] 1968. The second revision was in March 21[st] 1969. The third revision was in May 30[th] 1969. The fourth revision was in October 20[th] 1970. The fifth revision was in April 26[th] 1971. The sixth revision was in August 4[th] 1971. The seventh revision was in February 20[th] 1974. The eighth revision was in April 29[th] 1974. The ninth revision was in May 30[th] 1975. The tenth revision was in April 30[th] 1976. The eleventh revision was in April 29[th] 1977. The twelfth revision was in May 15[th] 1978. The thirteenth revision was in December 22[nd] 1978. The fourteenth revision was in May 29[th] 1980. The fifteenth revision was in April 25[th] 1981. The sixteenth revision was in May 27[th] 1981. The seventeenth revision was in May 27[th] 1983. The eighteenth revision was in May 18[th] 1984. The nineteenth revision was in September 17[th] 1984. The twentieth revision was in January 16[th] 1985. The twenty-first revision was in March 27[th] 1987. The twenty-second revision was in June 15[th] 1987. The twenty-third revision was in December 21[st] 1987. The twenty-fourth revision was in February 26[th] 1988.

The twenty-fifth revision was in August 19[th] 1988. The twenty-sixth revision was in May 12[th] 1989. The twenty-seventh revision was in April 18[th] 1990. The twenty-eighth revision was in May 15[th] 1991. The twenty-ninth revision was in May 15[th] 1992. The thirtieth revision was in May 29[th] 1993. The thirty-first revision was in August 14[th] 1993. The thirty-second revision was in May 18[th] 1994. The thirty-third revision was in May 25[th] 1995. The thirty-fourth revision was in May 15[th] 1996. The thirty-fifth revision was in May 15[th] 1998. The thirty-sixth revision was in May 17[th] 1999. The thirty-seventh revision was in May 5[th] 2000. The thirty-eighth revision was in April 27[th] 2001. The thirty-ninth revision was in May 30[th] 2002. The fortieth revision was in June 8[th] 2005. The forty-first revision was in May 23[rd] 2006. The forty-second revision was in June 3[rd] 2010. The forty-third revision was in June 8th 2011. The forty-forth revision was in June 14th 2012.

U-Ming Marine Transport Corporation Rules of Procedure for Shareholders’ Meeting

Approved by Annual Shareholder’s Meeting on 2002/5/30

Article 1 The stockholders’ meeting of the Company shall be held according to the rules herein.
Article 2 The location for stockholders’ meeting shall be the Company’s place of business or a place convenient for attendance by stockholders (or by proxies) that is suitable to holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM. The stockholders (or proxies) when attending the meeting shall wear admission badge and hand in signed attendance form to be used to calculate the number of attending shares.
The Company may appoint lawyers, accountants or related personnel to attend the stockholders’ meeting.
The personnel in charge of handling the affairs of the meeting shall wear identification badge or armband.
For a stockholders’ meeting convened by the board of directors, the chairman of the board of directors shall preside at the meeting. If the chairman of the board of directors is on leave or unable to exert the rights, the vice-chairman of the board of directors shall preside instead. If the position of vice-chairman is vacant or the vice-chairman is on leave or unable to exert the rights, the chairman of the board of directors shall designate a director to preside at the meeting. If no director is so designated, the chairman of the meeting shall be elected by the board of directors from among themselves. For a stockholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting; if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
The complete processes of the meeting shall be recorded by voice or video recorders and all the records shall be kept by the Company for a minimum period of at least one year.
Article 3 The chairperson shall announce starting of the meeting when the attending stockholders (or proxies) represent more than half of the total shares issued in public. The chairperson may announce postponement of meeting if the legal quorum is not present after the designated meeting time. Such postponement is limited to two times and the aggregated postponed time shall not exceed one hour. If quorum is still not present after two postponements but the attending stockholders (or proxies) represent more than one third of the total shares issued in public, tentative resolution/s may be passed with respect to ordinary resolution/s by a majority of those present. After proceeding with the aforesaid tentative resolutions, the chairperson may put the tentative resolutions for re-voting over the meeting if and when the shares represented by the attending stockholders (or proxies) reached the legal quorum.
Article 4 If the stockholders’ meeting is convened by the board of directors, the agenda shall be

designated by the board of directors. The meeting shall proceed in accordance with the designated agenda and shall not be amended without resolutions.

If the meeting is convened by person, other than the board of directors, having the convening right, the provision set out in the preceding paragraph shall apply mutatis mutandis.

Except with stockholders’ resolution, the chairperson shall not declare adjournment of the meeting before the first two matters set out in the agendas (including extemporary motions) are concluded. During the meeting, if the chairperson declares adjournment of the meeting in violation of the preceding rule, a new chairperson may be elected by a resolution passed by majority of the attending stockholders to continue the meeting.

When the meeting is adjourned by resolution, the stockholders shall not elect another chairperson to continue the meeting at the same location or another venue.

Article 5 The stockholders (or proxies) shall complete statement slip setting out the number of his/her attendance card, name and statement brief before speaking, and the chairperson will designate the order in which each person is to speak during the session.
No statement will be considered to have been made if the stockholder (or proxies) merely completes the statement slip without speaking at the meeting. If there are any discrepancies between the content of the statement slip and the speech made, the statement to be adopted shall be the statement confirmed.
Article 6 Any proposal for the agendas shall be submitted in written form. Except for the proposals set out in the agenda, any proposal by the stockholders (or proxies) to amend, substitute or to initiate extemporary motions with respect to the original proposal shall be seconded by other stockholders (or proxies). The same rule shall apply to any proposal to amend the agenda and motion to adjourn the meeting. The shares represented by the proponents and the seconders shall reach 100,000.
Article 7 The explanation of proposal shall be limited to 5 minutes. The statement of inquiry and reply shall be limited to 3 minutes per person. The time may be extended for 3 minutes with the chairperson’s permission.
The chairperson may restrain stockholders (or proxies) from speaking if that stockholders (or proxies) speak overtime, speak beyond the allowed frequency or content of the speech is beyond the scope of the proposal. When a stockholder (or proxy) is speaking, other stockholder (or proxy) shall not interrupt without consent of the chairperson and the speaking stockholder (or proxy). Any disobedient of the preceding rule shall be prohibited by the chairperson. Article 15 of this meeting rule shall apply if the disobedient do not follow the chairperson’s instructions.
Article 8 For the same proposal, each person shall not speak more than 2 times. When a juristic person is a stockholder, only one representative shall be appointed to attend the meeting.
If more than two representatives were appointed to attend the meeting, only one

representative is allowed to speak.

Article 9 After speaking by the attending stockholder (or proxy), the chairperson may reply in person or assign relevant officer to reply.
Over the proposal discussion, the chairperson may conclude the discussion in a timely manner and where necessary announce discussion is closed.
Article 10 For proposal in which discussion has been concluded or closed, the chairperson shall submit it for voting.

No discussion or voting shall proceed for matters unrelated to the proposal.

The personnel responsible for overseeing and counting of the votes for resolutions shall be appointed by the chairperson with the consent of the stockholders (or proxies). The person responsible for vote overseeing shall be of the stockholder status.
Article 11 In regards to the resolution of proposals, unless otherwise provided for in the relevant law and regulation or Company’s articles of incorporation, resolution shall be passed by a majority of the voting rights represented by the stockholders (or proxies) attending the meeting. The proposal for a resolution shall be deemed approved if the chairperson inquires and receives no objection. The validity of such approval has the same effect as if the resolution has been put to vote.
If there are amendments or substitute proposals for the same proposal, the sequence of which to be put to vote shall be decided by the chairperson. If one of the two proposals has been approved, the other shall be deemed rejected without requirement to put it to vote. The results of voting shall be reported on the spot and kept for records.
Article 12 During the meeting, the chairperson may at his/her discretion declare time for break.
Article 13 The meeting shall be adjourned if encountering an air-raid alarm during the meeting. The meeting shall resume one hour after the alarm is lifted.
Article 14 The chairperson may maintain the meeting order by instructing the security guards. The security guards shall wear the armband for identification when helping maintaining the venue order.
Article 15 The stockholders (or proxies) shall obey the instructions of the chairperson and security guards in terms of maintaining the order. The chairperson or security guards may exclude the persons disturbing the stockholders’ meeting from the meeting.
Article 16 For matters not governed by the rules specified herein, shall be governed according to Company Law, Stock Exchange Law and the other related laws and regulations.
Article 17 The rules herein take effect after approval at the stockholders’ meeting, the same apply for any amendments.

U-Ming Marine Transport Corporation Rules for Director and Supervisor Elections

Approved by Annual Shareholder’s Meeting on 2002/5/30

Article 1 These guidelines shall apply to the election of directors and supervisors of the Company.
Article 2 The election of the Company’s directors/supervisors shall be on the basis of accumulation of votes. Ballot of the eligible voter shall be assigned with code of certificate of present voter. The ballots to be prepared by Board of directors shall indicate serial number of present voter and the number of votes he represented.
Article 3 For the seats of the Company’s directors and supervisors, the Company’s directors and supervisors shall be elected in the same election and the ones winning more ballots shall be elected. In the event two or more candidates win the same ballots beyond the seat quota, the ones who win the same ballots shall determine the seat by drawing the lots. If anyone of them is absent, the president shall represent the absent voter to draw the lot.
Article 4 In the beginning of the election, the chairman shall designate two canvassers and two tally clerks to carry out relevant missions . The canvasser shall be limited to shareholder of the Company.
Article 5 The canvasser shall perform the following missions:
I. Prior to casting of votes, open the vote box to the participants and have a seal attached onto the cover of box.
II. Maintain good order for vote casting and prevent any negligence or irregularities in voting.
III. Upon completion of voting, remove the seal from box cover, take out the ballots and count the number of ballots.
IV. Check to see if there are any invalid votes and have the valid votes hand over to tally clerk.
V. Conduct supervision over the votes recorded by tally clerk and votes won by the eligible directors/supervisors.
Article 6 Where a candidate is a natural person, the voters shall expressly enter the candidate’s account name and shareholder account number on the ballots if he is a shareholder, and shall expressly enter the candidate’s name and ID document number on the ballots if he is not a shareholder. Where a candidate is a government or a corporate shareholder, other than the shareholder account number, the voters may enter as well the name of the government or a corporate shareholder and name of the representative. In case of several representatives, the names of representatives shall be entered.

Article 7 A ballot is null and void if:
I. Not in the ballot form as required under the Regulations;
II. Bearing two or more candidates on a same ballot;
III. Remaining blank bearing no entries from the vote;
IV. Bearing entries not satisfactory to Article VI or bearing other irrelevant wording;
V. Bearing vague, illegible wording;
VI. Bearing a candidate who proves nonconforming in qualifications.
Article 8 Provide two ballot boxes each for the directors and supervisors, which shall be opened for ballot count.
Article 9 After all ballots are cast into ballot box, the canvasser shall join the tally clerk in opening of ballot box.
Article 10 The canvasser shall supervise over the count of ballots of tally clerk.
Article 11 In case of any doubts about the ballots, the canvasser shall be requested to conduct a verification to see the validity of the ballots. The invalid ballots shall be segregated from the valid ones and be certified as invalid ballots by the canvasser after having counted number of ballots and the voting rights.
Article 12 According to results of the votes, the canvasser shall conduct a check on the valid ballots and invalid ballots and produce a record indicating the number of valid ballots and voting rights, the invalid ballots and the voting rights and then the chairman shall announce the names of the elected Directors and Supervisors.
Article 13 Board of Directors shall issue notice of the elected directors and supervisors.
Article 14 These guidelines shall become effective upon having been approved by meeting of shareholders and the same provision shall also apply to revision thereto.

Appendix

1. Current Shareholding of Directors and Supervisors

Book closure date: 26 April 2013

Position	Name of persons or companies	Representatives appointed	Number of shares held	Percentage of shares held
Chairman	Douglas Tong Hsu	---	992,133	0.11%
Director	Chee-Chen Tung	---	---	---
	Yun-Peng Chu	---	---	---
	Wenent P. Pan	---	---	---
	Asia Cement Corp.	Tsai-Hsiung Chang	331,701,152	38.66%
		Kun-Yen Lee	331,701,152	38.66%
		Douglas Jefferson Hsu	331,701,152	38.66%
	Ya Li Transportation Co., LTD.	C.K. Ong	6,348,103	0.74%
		Champion Lee	6,348,103	0.74%
Shareholding	of all directors		339,041,388	39.51%
Supervisor	Peter Hsu	---	83,595	0.01%
	Yuan Ding Investment Corp.	Virginia Shao	5,281,000	0.62%
	Far Eastern Construction CO., LTD.	Z.P. Chang	1,589,790	0.18%
Shareholding	of all supervisors		6,954,385	0.81%

Note:

The total issued and outstanding shares on the book closure date: 858,016,712shares.
The minimum required combined shareholding of all directors by law: 34,320,668 shares.
The minimum required combined shareholding of all supervisors by law: 3,432,066 shares.

2. Effects on business performance and EPS resulting from stock dividend distribution proposed by 2013 annual shareholders' meeting.

Unit: NT$

			Unit: NT$
Year Item			2012 Estimate
Paid-in Capital (beginning of the year)			8,580,167,120
Stock & Cash Dividend Distribution	Cash Dividend (NT$/per share)		2.50
	Stock Dividend from Retained Earnings (per share)		0.00
	Stock Dividend from Capital Surplus		0.00
Variance in Business Performance	Operating Income		Not Applicable
	% Change in Operating Income
	Net Income
	% Change in Net Income
	Earnings Per Share
	% Change in EPS
	Average Return on Investment (%)(Reciprocal of Average P/E Ratio)
Pro Forma EPS & P/E Ratio	If Retained Earnings Distributed in Cash Dividend	Pro Forma Earnings Per Share
		Pro Forma Average Yearly Return on Investment
	If Capital Surplus not Distributed in Stock Dividend	Pro Forma Earnings Per Share
		Pro Forma Average Yearly Return on Investment
	If Retained Earnings & Capital Surplus Distributed in Cash Dividend rather than Stock Dividend	Pro Forma Earnings Per Share
		Pro Forma Average Yearly Return on Investment

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U-MING — AGM Information 2013

52160_rns_2013-07-10_2e936bba-5b57-4838-9e91-fa40706f5ac2.pdf

U-MING MARINE TRANSPORT CORP. Handbook for the 2013 Annual Meeting of Shareholders

U-MING MARINE TRANSPORT CORP.

2013 Annual Meeting of Shareholders

Table of Contents

U-MING MARINE TRANSPORT CORP. Procedure for the 2013 Annual Meeting of Shareholders

Matters To Be Reported :

1. 2012 Business Report

1. Introduction

2. Business Performance

3. Business Strategy

4. Conclusion

2. 2012 Financial Statements

U-MING MARINE TRANSPORT CORPORATION

BALANCE SHEETS

(In Thousand Dollars, Except Par Value)

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars, Except Earnings Per Share)

U-MING MARINE TRANSPORT CORPORATION

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousand Dollars)

U-MING MARINE TRANSPORT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011

(In Thousand Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2012 AND 2011 (In Thousand Dollars, Except Par Value)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars, Except Earnings Per Share)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars, Except Earnings Per Share)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2012 AND 2011 (In Thousand Dollars)

INDEPENDENT AUDITORS’ REPORT

3. Supervisor’s Review Report on the 2012 Financial Statements

4. Report of the Amendment to the Company’s “Regulations Governing Procedure for Board of Directors Meetings”

Amendments to the “REGULATIONS GOVERNING PROCEDURE FOR BOARD OF DIRECTORS MEETINGS” of U-Ming Marine Transport Corporation

5. Report of Issuance of Third Domestic Secured Ordinary Corporate Bonds

(1) The Company issued one corporate bond in 2012:

6. Report of The Adjustment of the Company’s Distributable Earnings and the Appropriation of the Special Reserve after Adopting the International Financial Reporting Standards (IFRS)

Matters to be ratified:

1. Adoption of the 2012 Business Report and Financial Statement

2. Adoption of the Proposal for Distribution of 2012 Retained Earnings

(I) 2012 appropriated R/E

(II) Appropriation of 2012 earnings

Resolved:

Matters To Be Discussed And Elected :

1. Amendment to the “Procedure for Corporate Guarantees” and “Procedure for Third Party Loans”

Amendments to the “PROCEDURE FOR CORPORATE GUARANTEES” of U-Ming Marine Transport Corporation

Amendments to the “PROCEDURE FOR THIRD PARTY LOANS” of U-Ming Marine Transport Corporation

2. The 16th Election of Directors and Supervisors

3. Proposal of Release the Prohibition on Directors from Participation in Competitive Business

Questions And Motions :

U-MING MARINE TRANSPORT CORPORATION

ARTICLES OF INCORPORATION

June 14, 2012

Section I - General Provisions

Section II - Capital Stock

Section III- Stockholders' Meetings

Section IV - Directors, Supervisors and Managers

Section V - Financial Reports

Section VI - Supplementary Provisions

U-Ming Marine Transport Corporation Rules of Procedure for Shareholders’ Meeting

U-Ming Marine Transport Corporation Rules for Director and Supervisor Elections

Appendix

1. Current Shareholding of Directors and Supervisors

Note:

2. Effects on business performance and EPS resulting from stock dividend distribution proposed by 2013 annual shareholders' meeting.

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U-MING AGM Information 2013