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U-MING AGM Information 2014

Jun 27, 2014

52160_rns_2014-06-27_b41f5e59-0dfd-4292-ad05-d2a527b81b23.pdf

AGM Information

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==> picture [35 x 32] intentionally omitted <==

U-MING MARINE TRANSPORT CORP.

2014 Annual Meeting of Shareholders

Date: Monday, 9 June 2014

Time: 9:00 a.m. Taipei time

Place: Taipei Hero House’s Auditorium (No. 20, Changsha Street, Section 1, Taipei, Taiwan)

Total number of outstanding shares: 858,016,712 shares (100%)

Total shares represented by presence of shareholders: 554,964,896 shares (64.68%)

Attendee Directors: Douglas Tong Hsu, Chang Tsai-Hsiung, Lee Kun-Yen, Ong Choo Kiat

Attendee Supervisors: Shao Ruey-Huey, Chang Ze-Peng, Peter Hsu Chairman: Mr. Douglas Tong Hsu, Chairman of the Board of Directors Recorder: Mr. Simon Peng

Important Resolutions

I. Matters To Be Reported

  1. 2013 Business Report

  2. 2013 Financial Statements

  3. Supervisor’s Review Report on the 2013 Financial Statements

  4. Report of the Institutionalization of the “Code of Ethical Conduct” and “Ethical Corporate Management Best Practice Principles”

II. Matters To Be Ratified

1. Adoption of the 2013 Business Report and Financial Statement

Explanatory Notes :

  • (1) To approve and adopt the annual audited financial statements together with the business report for financial year ended 31 December 2013.

  • (2) Please approve.

  • 1 -

Resolved that:

Shareholders who are present represented 554,964,896 votes in total (including electronic votes). 460,805,332 votes obtained in favor of ratifying the motion, accounting to 83.03% of total votes. The motion is ratified.

2.Adoption of the Proposal for Distribution of 2013 Retained Earnings

Explanatory Notes：

  • (1) Pursuant to Article 27 of the Articles of Incorporation. Company’s 2013 appropriation proposal is as follows:

(I) 2013 appropriated R/E

Unit: NTD 2013 net income after tax 1,566,909,220 Less: Legal reserve (10%) (156,690,922) Add: Reverse retained special reserve of 3,215,984,335 previous year Less: Special reserve (858,397,387) Add: Unappropriated R/E of previous year 6,507,418,403 Less: Adoption of TIFRS1 and other (685,758,669) adjustments Earnings available for distribution 9,589,464,980 Less: Unappropriated earnings (7,873,431,556) 2013 appropriated R/E 1,716,033,424 (II) Appropriation of 2013 earnings Cash dividends 1,050,632,709 Bonus to stockholders 665,400,715 Total ( Cash dividends-NT$ 2 per share) 1,716,033,424

(II) Appropriation of 2013 earnings

(2) It is proposed for Company:

  • I. To distribute Employee’s Bonus - Cash of NT$17,510,545;

  • II. To distribute Stock Dividends to Employee’s Bonus - NT$0; III. To distribute remuneration to Directors & Supervisors - NT$17,510,545

  • (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

  • 2 -

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 2014 Annual Shareholders’ Meeting.

  • (5) This proposal has been approved by the 5[th] meeting of the sixteenth-term Board of Directors on March 5, 2014.

  • (6) Please approve.

Resolved that:

Present shareholders represented 554,964,896 votes in total (including electronic votes), including 460,796,082 votes to ratify the motion, accounting for 83.03% of the total votes. The motion is ratified accordingly.

III. Matters To Be Discussed

1. Amendment to provisions in “Procedures for the Acquisition and Disposition of Assets”

Explanatory Notes:

  • (1) The “Procedure for the Acquisition and Disposition of Assets” is subject to amendment as per the requirement of Financial Supervisory Commission Letter Chin-Kuan-Cheng-Fa Tzi No. 1020014840 dated May 13 2013 and Financial Supervisory Commission Order Chin-Kuan-Cheng-Fa Tzi No., 1020053073 dated December 30 2013. Accordingly, Article 2, Article 3, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, and Article 12 were amended. The amendment is shown in the mapping table in the handbook for the 2014 Annual Meeting of Shareholders .

  • (2) This motion has been approve by the 2[nd] session and the 5[th] session of the 16[th] Board of Directors held on August 12, 2013 and March 5, 2014, respectively.

  • (3) We ask for your favorable action.

Resolved that:

Present shareholders represented 554,964,896 votes in total (including electronic votes), including 461,175,075 votes to ratify the motion, accounting for 83.10% of the total votes. The motion is ratified accordingly.

  • 3 -

2. Amendment to provisions in “Rules of Procedure for Shareholders’ Meetings”

Explanatory Notes:

  • (1) The provisions of Article II and Article XI of the “Rules of Procedure for Shareholders’ Meetings” The amendment is shown in the appendix attached in the handbook for the 2014 Annual Meeting of Shareholders.

  • (2) This motion is presented before the 5th session of the 16th Board of Directors meeting held on March 5 2014.

  • (3) We ask for your favorable action.

Resolved that:

Present shareholders represented 554,964,896 votes in total (including electronic votes), including 461,312,075 votes to ratify the motion, accounting for 83.12% of the total votes. The motion is ratified accordingly.

  • 4 -

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)

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
Trade receivables from unrelated parties
Trade receivables from related parties
Other receivables
Fuel inventory
Other current assets

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current
Held-to-maturity financial assets - non-current
Financial assets measured at cost - non-current
Investments accounted for using equity method
Property, plant and equipment
Deferred tax assets
Prepayment for equipment
Refundable deposits
Long-term receivable - related parties
Other non-current financial assets

Total non-current assets

TOTAL
 December 31, 2013
Amount
%
$ 13,001,660
25
776,430
2
9,901,316
19
1,811,039
4
457,740
1
193,382
-
110,757
-
381,440
1

184,922

-


26,818,686
52

121
-
-
-
892,943
2
596,029
1
16,806,347
33
49,624
-
5,443,954
11
116,375
-
695,182
1

-

-


24,600,575
48

$ 51,419,261
100
 December 31, 2012
Amount
%
$ 15,373,468
33

346,307
1

8,980,498
19

9,052
-

450,269
1

98,174
-

202,073
-

344,571
1

138,365

-


25,942,777
55


137
-

1,717,018
4

948,489
2

696,938
2

12,223,412
26

93,722
-

4,463,377
10

208,381
-

649,170
1

-

-


21,000,644
45

$ 46,943,421
100
 January 1, 2012
Amount
%
LIABILITIES AND EQUITY
CURRENT LIABILITIES
$ 15,207,419
32
Short-term borrowings


1,206,467
3
Short-term bills payable

7,559,266
16
Financial liabilities at fair value through profit or loss - current

2,386
-
Trade payables

496,334
1
Other payables

139,796
-
Current tax liabilities

147,187
-
Current portion of long-term borrowings

204,891
1
Obligation under capital leases - current

99,340

-
Other current liabilities


25,063,086
53
Total current liabilities

NON-CURRENT LIABILITIES

1,451,259
3
Bonds payable

1,769,398
4
Bank loans

822,489
2
Deferred tax liabilities

552,810
1
Obligation under capital leases - noncurrent

9,279,590
20
Deferred revenue - non-current

129,322
-
Accrued pension liabilities

4,772,754
10
Other non-current liabilities


164,243
1

544,676
1
Total non-current liabilities


2,422,000

5
Total liabilities


21,908,541
47
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Common share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL

$ 46,971,627
100		 December 31, 2013 December 31, 2012
Amount
%
$ 4,250,000
9

1,956,473
4

224,437
1

98,139
-

724,339
2

64,737
-

930,529
2

102,845
-

135,155

-


8,486,654
18


1,991,406
4

10,344,594
22

730,314
2

248,721
-

302,396
1

440,732
1

99

-


14,058,262
30


22,544,916
48


8,580,167
18


225,388

-


6,432,581
14

1,912,424
4

9,817,349
21


18,162,354
39


(2,569,404)
(5)


24,398,505
52

$ 46,943,421
100
 January 1, 2012

















Amount
%
$ 5,440,000
11
2,331,348
4
35,622
-
89,667
-
852,254
2
208,384
-
742,480
1
109,819
-

282,899

1


10,092,473
19

1,991,852
4
12,427,608
24
513,423
1
150,245
-
286,238
1
455,406
1

118

-


15,824,890
31


25,917,363
50


8,580,167
17


225,384

1

6,613,006
13
3,553,170
7

7,388,568
14


17,554,744
34


(858,397)
(2)


25,501,898
50

$ 51,419,261
100


























Amount
%
$ 4,495,000
10

2,289,071
5

3,253
-

112,734
-

595,057
1

3,008
-

1,511,518
3

100,862
-

259,759

1

9,370,262
20

-
-

8,782,542
18

924,390
2

350,224
1

339,759
1

432,102
1

87

-

10,829,104
23

20,199,366
43

8,580,167
18

225,407

1

6,159,747
13

2,623,069
5

10,158,399
22

18,941,215
40

(974,528)
(2)

26,772,261
57
$ 46,971,627
100
  • 5 -

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Freight revenue

Other operating revenue

Total operating revenue
OPERATING COSTS
Freight cost

GROSS PROFIT
OPERATING EXPENSES

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Gain on disposal of properties, plant and equipment
Valuation gain on financial instruments, net
Financial costs
Net (loss) gain on foreign currency exchange
Interest income
Gain on sale of investment, net
Dividend income
Other income
Share of the profit or loss of associates and joint
ventures
Impairment loss
Other gains and losses
Valuation loss on financial instruments, net

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX (EXPENSE) BENEFIT

NET PROFIT FOR THE YEAR
 For the Years Ended December 31 For the Years Ended December 31 For the Years Ended December 31
2013
Amount
%
$ 7,144,575
96

263,373

4

7,407,948
100

6,364,360
86

1,043,588
14

291,193

4


752,395
10


379,487
5
373,662
5
(299,810) (4)
(282,704) (4)
278,053
4
249,147
3
176,216
3
13,325
-
11,978
-
(11,831)
-
(8,123)
-

-

-


879,400
12

1,631,795
22

(64,886)
(1)


1,566,909
21
 2012































Amount
%
$ 7,646,914
96

316,710

4

7,963,624
100

6,760,237
85

1,203,387
15

399,978

5

803,409
10

381,161
5

-
-

(262,277) (3)

566,944
7

389,841
5

359,816
4

136,087
2

10,218
-

(1,165)
-

-
-

(22,944)
-

(619,261)
(8)

938,420
12

1,741,829
22

81,259

1

1,823,088
23
(Continued)
  • 6 -

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Exchange differences on translating foreign
operations

Unrealized gain on available-for-sale financial assets
Actuarial loss arising from defined benefit plans
Share of the other comprehensive income (loss) of
associates and joint ventures

Other comprehensive income (loss) for the
period, net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owner of the Company

TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owner of the Company

EARNINGS PER SHARE
Basic
Diluted		 For the Years Ended December 31 For the Years Ended December 31 For the Years Ended December 31
2013
Amount
%
$ 1,202,040
16

516,013
7
(29,477)
-

(7,046)

-


1,681,530
23

$ 3,248,439
44

$ 1,566,909
21

$ 3,248,439
44

$ 1.83
$ 1.82		 2012













Amount
%
$ (1,903,950) (24)

308,560
4

(27,899)
-

514

-
(1,622,775)
(20)
$ 200,313

3
$ 1,823,088
23
$ 200,313

3
$ 2.12
$ 2.12
$
$

$		 $

$
$



(Concluded)

  • 7 -

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)


BALANCE AT JANUARY 1, 2012

Appropriation of 2011 earnings
Special reserve
Legal reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2012
Other comprehensive income for the year ended
December 31, 2012, net of income tax

Total comprehensive loss for the year ended
December 31, 2012

Dividends claimed after over five years by
stockholders

BALANCE AT DECEMBER 31, 2012
Appropriation of 2012 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2013
Other comprehensive income for the year ended
December 31, 2013, net of income tax

Total comprehensive income for the year ended
December 31, 2013

Dividends claimed after over five years by
stockholders

BALANCE AT DECEMBER 31, 2013
 Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Total
$ (974,528)

-

-

-

-

(1,594,876)


(1,594,876)


-


(2,569,404)

-

-

-

-

1,711,007


1,711,007


-

$ (858,397)
 Total Equity
$ 26,772,261

-

-

(2,574,050)

1,823,088

(1,622,775)

200,313

(19)

24,398,505

-

-

(2,145,042)

1,566,909

1,681,530

3,248,439

(4)
$ 25,501,898
Common Share
Capital
Capital Surplus
$ 8,580,167 $ 225,407
-
-
-
-
-
-
-
-

-

-


-

-


-

(19)

8,580,167
225,388
-
-
-
-
-
-
-
-

-

-


-

-


-

(4)

$ 8,580,167
$ 225,384
Retained Earnings
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 6,159,747 $ 2,623,069 $ 10,158,399

-
(710,645)
710,645

272,834
-
(272,834)

-
-
(2,574,050)

-
-
1,823,088

-

-

(27,899)


-

-

1,795,189


-

-

-


6,432,581
1,912,424
9,817,349

180,425
-
(180,425)

-
1,640,746
(1,640,746)

-
-
(2,145,042)

-
-
1,566,909

-

-

(29,477)


-

-

1,537,432


-

-

-

$ 6,613,006
$ 3,553,170
$ 7,388,568
 Other Equity
Exchange
Unrealized
Differences on Gain (Loss) on
Translating
Available-for-

Foreign
sale Financial
Operations
Assets
$ (2,245,606) $ 1,217,759

-
-

-
-

-
-

-
-

(1,905,393)

308,657


(1,905,393)

308,657


-

-


(4,150,999)
1,526,416

-
-

-
-

-
-

-
-

1,201,227

509,107


1,201,227

509,107


-

-

$ (2,949,772)
$ 2,035,523
 Revaluation
Increment
$ 53,319

-

-

-

-

1,860


1,860


-


55,179

-

-

-

-

673


673


-

$ 55,852

















  • 8 -

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Gain on disposal of property, plant and equipment, net
Dividend income
Finance costs
Interest income
Unrealized loss (gain) on foreign currency exchange
Gain on disposal of investment, net
Other non-cash items
Share of the (profit) loss of associates and joint ventures
Impairment loss recognized on available-for-sale financial assets
(Reversal of) provision for doubtful accounts
Changes in operating assets and liabilities
(Increase) decrease in financial assets held for trading
Increase in trade receivables
(Increase) decrease in other receivables
Increase in fuel inventory
Increase in other current assets
(Decrease) increase in financial liabilities held for trading
Decrease in trade payables
Increase in other payables
Increase (decrease) in other current liabilities
Decrease in accrued pension liabilities

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in prepayment for equipment
Purchase of available-for-sale financial assets
Proceeds on sale of available-for-sale financial assets
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
Proceeds on sale of financial assets measured at cost
Dividend received from associates
Decrease (increase) in refundable deposits
Increase in borrowings from related parties		 For the Years Ended
**December 31 **		 For the Years Ended
**December 31 **



2013
$ 1,631,795
1,409,383
(379,487)
(300,477)
299,810
(278,053)
272,696
(186,311)
(24,029)
(11,978)
11,831
(7,719)
(430,123)
(94,960)
(4,045)
(36,869)
(58,056)
(188,815)
(8,472)
121,364
147,744

(14,803)

1,870,426
373,414
300,477
(281,315)

(94,032)


2,168,970

(6,579,701)
(2,389,052)
2,199,914
717,034
(288,469)
105,437
100,052
94,792
(28,800)		 2012
$ 1,741,829

1,453,148

(381,161)

(290,257)

262,277

(389,841)

(815,405)

(244,304)

(22,250)

1,165

-

95,562

860,160

(7,875)

12,262

(139,680)

(41,993)

221,184

(14,595)

120,266

(124,605)

(19,269)

2,276,618

322,693

290,257

(246,182)

(13,172)

2,630,214

(3,691,829)

-

437,896

464,153

(1,079,715)

-

-

(49,409)

(111,633)
(Continued)
  • 9 -

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Net cash inflow on disposal of associates

Proceeds on maturity of held-to-maturity financial assets
Decrease in other financial assets
Acquisition of associates
Purchase of financial assets measured at cost

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
Repayments of long-term borrowings
Dividends paid to owners of the Company
Proceeds (repayments) of short-term borrowings
Proceeds (repayments) of short-term bills payable
Decrease in obligation under capital lease
Proceeds from issue of bonds

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
 For the Years Ended
**December 31 **		 For the Years Ended
**December 31 **







2013
$ 10,886
9,317
-
-

-


(6,048,590)

6,206,247
(4,428,917)
(2,145,046)
1,190,000
374,875
(101,191)

-


1,095,968


411,844

(2,371,808)

15,373,468

$ 13,001,660
 2012
$ -

5,849

2,422,000

(156,000)

(126,000)

(1,884,688)

6,429,529

(5,343,557)

(2,574,069)

(245,000)

(332,598)

(99,520)

1,987,181

(178,034)

(401,443)

166,049

15,207,419
$ 15,373,468

(Concluded)

  • 10 -

U-MING MARINE TRANSPORT CORPORATION

BALANCE SHEETS (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents

Financial assets at fair value through profit or loss - current
Available-for-sale financial assets – current

Trade receivables from unrelated parties
Trade receivables from related parties
Other receivables
Fuel inventory
Other current assets

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current
Financial assets measured at cost - non-current
Investments accounted for using equity method

Property, plant and equipment
Deferred tax assets
Refundable deposits

Total non-current assets
 December 31, 2013
Amount
%
$ 105,775
-
50,612
-
1,933,975
4
23,286
-
152,209
-
32,384
-
37,726
-

48,280

-

2,384,247

4

-
-
344,296
1
53,119,939 94
425,986
1
49,624
-

32,683

-

53,972,528
96
 December 31, 2012
Amount
%
$ 49,946
-

-
-
1,787,498
4

30,457
-

97,062
-

23,980
-

61,608
-

40,319

-

2,090,870

4


-
-

344,296
1
50,798,074 94

701,061
1

93,722
-

33,940

-

51,971,093
96
 January 1, 2012






Amount
%
$ 85,613
-

853,364
2
1,193,678
2

54,469
-

140,208
-

30,828
-

51,363
-

35,738

-
2,445,261

4

529,323
1

344,296
1
51,204,269 92

793,744
2

129,322
-

33,555

-
53,034,509
96

TOTAL $ 56,356,775 100 $ 54,061,963 100 $ 55,479,770 100

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings

Short-term bills payable
Financial liabilities at fair value through profit or loss - current
Trade payables
Other payables from unrelated parties
Other payables from related parties

Current tax liabilities
Current portion of long-term borrowings
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable

Bank loans

Deferred tax liabilities
Deferred revenue - non-current
Accrued pension liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE
COMPANY
Common share capital

Capital surplus

Retained earnings
Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
 December 31, 2013 December 31, 2012
Amount
%
$ 4,250,000
8
1,928,481
4

210,226
-

25,649
-

402,444
1
12,490,366 23

59,178
-

500,000
1

29,141

-

19,895,485
37

1,991,406
4
6,749,736 12

730,314
1

1,593
-

294,924

1

9,767,973
18

29,663,458
55

8,580,167
16


225,388

-

6,432,581 12
1,912,424
4
9,817,349
18

18,162,354
34

(2,569,404)
(5)

24,398,505
45

$ 54,061,963
100
 January 1, 2012


















Amount
%
$ 5,440,000 10
2,138,569
4

23,136
-
24,531
-
365,471
1
13,715,331 24
202,187
-
-
-

101,830

-

22,011,055
39

1,991,852
4
6,059,714 11
513,423
1
1,235
-

277,598

-

8,843,822
16

30,854,877
55

8,580,167
15


225,384

-

6,613,006 12
3,553,170
6
7,388,568
13

17,554,744
31


(858,397)
(1)

25,501,898
45

$ 56,356,775
100
























Amount
%
$ 4,495,000
8
1,938,518
4

3,253
-

30,884
-

367,716
1
13,019,136 23

-
-
1,257,604
2

25,690

-
21,127,801
38

-
-
6,464,681 12

829,392
1

4,251
-

281,384

1
7,579,708
14
28,707,509
52
8,580,167
16

225,407

-
6,159,747 11
2,623,069
5
10,158,399
18
18,941,215
34

(974,528)
(2)
26,772,261
48
$ 55,479,770
100
  • 11 -

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

FREIGHT REVENUE

FREIGHT COST

GROSS PROFIT
OPERATING EXPENSES

LOSS FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Share of the profit or loss of subsidiaries, associates
and joint ventures
Net (loss) gain on foreign currency exchange
Financial costs
Valuation gain on financial instruments, net
Dividend income
Gain on sale of investment, net
Gain on disposal of properties, plant and equipment
Other income
Other gains and losses
Interest income
Valuation loss on financial instruments, net


Total non-operating income and expenses


PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE


NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Exchange differences on translating foreign
operations
Share of the other comprehensive income of
subsidiaries, associates and joint ventures
Unrealized gain on available-for-sale financial assets
Actuarial income (loss) arising from defined benefit
plans

Other comprehensive income (loss) for the
period, net of income tax


TOTAL COMPREHENSIVE INCOME FOR THE
YEAR


EARNINGS PER SHARE
Basic
Diluted		 **For the Years Ended December 31 ** **For the Years Ended December 31 ** **For the Years Ended December 31 **
2013
Amount
%
$ 1,486,971
100

1,310,922
88

176,049
12

214,434
15


(38,385)
(3)

1,609,553
108
(343,751) (23)
(266,466) (18)
237,702
16
161,881
11
154,101
11

48,381
3
33,835
2
(843)
-
304
-

-

-





1,634,697
110




1,596,312
107

29,403

2





1,566,909
105

1,201,825
81
333,182
22

146,476
10

47

-


1,681,530
113




$ 3,248,439
218




$ 1.83
$ 1.82		 2012















































Amount
$ 1,618,271


1,594,182


24,089

232,051


(207,962)


2,003,339


535,259


(275,002)

-

121,531

338,631


2,651

30,520

(7,850)

438

(712,532)




2,036,985




1,829,023


5,935




1,823,088

(1,906,321)

238,897


64,496

(19,847)

(1,622,775)



$ 200,313



$ 2.12
$ 2.12		 %
100
99
1
14
(13)
124
33
(17)
-
7
21
-
2

-
-
(44)

126

113

1

112
(118)
15
4
(1)
(100)

12






$

$





  • 12 -

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)


BALANCE AT JANUARY 1, 2012

Appropriation of 2011 earnings
Special reserve
Legal reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2012
Other comprehensive income for the year ended
December 31, 2012, net of income tax

Total comprehensive loss for the year ended
December 31, 2012

Dividends claimed after over five years by
stockholders

BALANCE AT DECEMBER 31, 2012
Appropriation of 2012 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2013
Other comprehensive income for the year ended
December 31, 2013, net of income tax

Total comprehensive income for the year ended
December 31, 2013

Dividends claimed after over five years by
stockholders

BALANCE AT DECEMBER 31, 2013
 Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Total
$ (974,528)

-

-

-

-

(1,594,876)


(1,594,876)


-


(2,569,404)

-

-

-

-

1,711,007


1,711,007


-

$ (858,397)
 Total Equity
$ 26,772,261

-

-

(2,574,050)

1,823,088

(1,622,775)

200,313

(19)

24,398,505

-

-

(2,145,042)

1,566,909

1,681,530

3,248,439

(4)
$ 25,501,898
Common Share
Capital
Capital Surplus
$ 8,580,167 $ 225,407
-
-
-
-
-
-
-
-

-

-


-

-


-

(19)

8,580,167
225,388
-
-
-
-
-
-
-
-

-

-


-

-


-

(4)

$ 8,580,167
$ 225,384
Retained Earnings
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 6,159,747 $ 2,623,069 $ 10,158,399

-
(710,645)
710,645

272,834
-
(272,834)

-
-
(2,574,050)

-
-
1,823,088

-

-

(27,899)


-

-

1,795,189


-

-

-


6,432,581
1,912,424
9,817,349

180,425
-
(180,425)

-
1,640,746
(1,640,746)

-
-
(2,145,042)

-
-
1,566,909

-

-

(29,477)


-

-

1,537,432


-

-

-

$ 6,613,006
$ 3,553,170
$ 7,388,568
 Other Equity
Exchange
Unrealized
Differences on Gain (Loss) on
Translating
Available-for-

Foreign
sale Financial
Operations
Assets
$ (2,245,606) $ 1,217,759

-
-

-
-

-
-

-
-

(1,905,393)

308,657


(1,905,393)

308,657


-

-


(4,150,999)
1,526,416

-
-

-
-

-
-

-
-

1,201,227

509,107


1,201,227

509,107


-

-

$ (2,949,772)
$ 2,035,523
 Revaluation
Increment
$ 53,319

-

-

-

-

1,860


1,860


-


55,179

-

-

-

-

673


673


-

$ 55,852

















  • 13 -

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Share of the (profit) loss of subsidiaries, associates and joint
ventures
Finance costs
Dividend income
Depreciation expenses
Gain on disposal of property, plant and equipment, net
Unrealized loss (gain) on foreign currency exchange
Interest income
Changes in operating assets and liabilities
(Increase) decrease in financial assets held for trading
(Increase) decrease in trade receivables
(Increase) decrease in other receivables
(Increase) decrease in fuel inventory
Increase in other current assets
(Decrease) increase in financial liabilities held for trading
Decrease in trade payables
(Decrease) increase in other payables
Increase in other current liabilities
Decrease in accrued pension liabilities

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Dividend received from subsidiaries, associates and joint ventures
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of associates

Net cash generated from investing activities
 For the Years Ended
**December 31 **		 For the Years Ended
**December 31 **





2013
$ 1,596,312
(1,609,553)
266,466
(161,881)
155,057
(48,381)
328,383
(304)
(50,612)
(47,976)
(8,199)
23,882
(19,673)
(187,090)
(1,118)
(33,389)
72,689

(17,279)

257,334
99
161,881
(256,028)

(59,187)


104,099

822,695
231,219
(63,178)
1,257

-


991,993
 2012
$ 1,829,023

(2,003,339)

275,002

(121,531)

202,530

(2,651)

(530,174)

(438)

853,364

67,158

6,324

(10,245)

(6,996)

206,973

(5,235)

32,105

3,451

(6,307)

789,014

962

121,531

(263,460)

(10,235)

637,812

898,110

469

(110,323)

(385)

(156,000)

631,871

(Continued)

  • 14 -

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

Dividends paid
Proceeds from long-term borrowings
Proceeds (repayments) of short-term borrowings
Increase in other payables from related parties
Proceeds (repayments) of short-term bills payable
Proceeds from issue of bonds

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
 For the Years Ended
**December 31 **		 For the Years Ended
**December 31 **





2013
$ (3,150,000)
(2,145,046)
1,959,978
1,190,000
894,150
210,088

-


(1,040,830)


567

55,829

49,946

$ 105,775
 2012
$ (5,097,549)

(2,574,069)

4,625,000

(235,000)

-

(10,037)

1,987,181

(1,304,474)

(876)

(35,667)

85,613
$ 49,946

(Concluded)

  • 15 -

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