U-MING - AGM Information 2015 | FinancialReports.eu

Stock Code: 2606

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U-MING MARINE TRANSPORT CORP. Handbook for the 2015 Annual Meeting of Shareholders

MEETING TIME: June 10, 2015 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.

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U-MING MARINE TRANSPORT CORP.

2015 Annual Meeting of Shareholders

Table of Contents	Table of Contents
I. Meeting Procedure………………………………………………………P. 1
II. Matters To Be Reported
1.	2014 Business Report ………………………………………………………….. P. 2
2.	2014 Financial Statements ………………………….………………………….. P. 8
3.	Supervisor’s Review Report on the 2014 Financial Statements ………………. P. 22
III.	Matters To Be Ratified
1.	The 2014 Business Report and Financial Statements ……………………….…. P. 23
2.	The Proposal for Distribution of 2014 Profits and Retained Earnings…………....….. P. 24
IV. Matters To Be Discussed
1.	To approve the revisions of the Articles of Incorporation……………………… P. 25
2.	To approve the amendment to the Rules of directors and supervisors Election………..P. 27
3.	To approve the amendment to the company bylaws on “Procedures for the
	Acquisition and Disposal of Assets”……………………………………………………P. 30
4.	To approve the amendment to the company bylaws on “Procedures for Lending of
	Capital to Others”………………………………………………………………………P. 33
5.	Release from the non–competition restriction on directors in accordance with Article
	209 of the Company Law………………………………………………………………P. 36
V. Extempore Motions………………………………………………...…. P. 37
VI.	Rules And Bylaws
1.	Articles of Incorporation …………………………………………….………… P. 38
2.	Rules of Procedure for Shareholders’ Meeting ...…..………………………….. P. 44
VII. Appendix
1.	Current Shareholding of Directors and Supervisors …………………………... P. 47
2.	The Impact of Stock dividend Issuance on Business Performance, EPS, and
	Shareholder Return Rate ……………………………………………………..... P. 48

U-MING MARINE TRANSPORT CORP. Procedure for the 2015 Annual Meeting of Shareholders

Call The Meeting To Order

Chairman Takes Chair

Chairman Remarks

To Report (Management Presentation)

To Ratify

To Discuss

Extempore Motions

Meeting Adjourned

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Matters To Be Reported:

1. 2012 Business Report

Introduction

The world economy was not yet fully recovered in the past few years; yet new risks have emerged. The successful drilling of the US shale oil and gas has contributed to global energy revolution; also, the high output of shale oil and gas has caused the crude oil price to plunge. Take Brent crude oil for example, it was US$115 per barrel in June, 2014, then rapidly dropped by more than 50% thereafter to US$56 per barrel at the yearend. That had a different level of impact on the global economy and each economic body. Despite the limited contribution of low international oil prices to bulk cargo profits, as the super tanker market benefited from the oil hoarding of each importer, the freight charge has extricated out of the slump and it went up all the way in the second half of this year after years of struggle.

According to the latest report of International Monetary Fund (IMF), the year growth rate (YoY) of the overall economy in 2014 was the same as the year before, 3.3%, and the YoY is expected to reach 3.5% in next year, indicating the gradual recovery of the overall economy. Of which, the YoY of the developed countries was 1.8% that represented a growth from the 1.3% in the previous year. Particularly, the economic indicators of the United States clearly demonstrated the gradual recovery of the domestic economy. In contrast, China, the source of global economic growth, had its revised down to 7.4%. Currently, China is facing a transition of industry and economic structure. China’s State Council in 2014 approved an infrastructure investment for RMB 7 trillion to pave the path for economic transformation. Apparently, China will transition from external demand to domestic demand and from high-carbon to low-carbon moderate growth. Comparing to the mitigation of China’s economic growth, India - another country with high economic growth, is in the midst of an economic reform initiated by the new Prime Minister, Modi, including the “Diamond-shape Square” high-speed railroad project, indicating the determination of the government in realizing domestic infrastructure construction and renovation. The YoY of India in 2014 was increased by 5.8%, which was a better performance than the previous year. In addition, the IMF predicts the growth will continue in the next two years that is expected to help stabilize the demand.

According to the data of the World Steel Association, China’s steel manufacturing capacity in 2014 was increased by 0.9% only over the

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previous year and the growth rate slowed sharply compared with the year before. In addition, the demand for steel in 2015 by the developed countries is expected to remain at 2-4% growth in average. However, the demand for steel by China is with only 0.8% growth expected due to the policy of the Chinese government. The demand for iron ore has grown substantially while the growth of demand of China is slowing down. According to the statistics of Clarkson, the global dry bulk cargo was for 4.5 billion tons in 2014, a slight growth of 4%. However, for iron ore, the global iron ore growth rate reached 12% and China’s iron ore imports growth rate reached 14%, in other words; the annual imported volume exceeded 900 million tons. Benefited from the substantial increase of iron ore production in Australia and Brazil in the recent years, the supply increase has caused the iron ore price to drop by 47% from the beginning of the year to the end of the year, highlighting the advantages of the imported iron ore. China Iron and Steel Association expects China’s iron ore imports to exceed 1 billion tons in 2015, of which, the main suppliers, Australia and Brazil, will be responsible for more than 80% of the supply.

In terms of coal, the price of coking coal went down from US$300 to US$106 per ton, down by 65%. The price of steam coal at the same period went down by 50% to US$60 per ton. Wood Mackenzie believes that the global coal market this year will continue to decline, mainly due to weak demand and strong supply. China imports about 22% of the global marine coal demand, but its domestic coal supply surplus situation cannot be resolved easily, while the sluggish demand in other markets is also severe. Chinese government for the purpose of supporting domestic coal suppliers is implementing carbon emissions reduction measures to set the quality requirements on the imported steam coal in the second half of 2014. Although some of the imported coal is able to meet the new standards established by the Chinese government, the quality of the imported steam coal will be affected by the quality test accuracy and delivery process delay. In addition, the massive mining of shale gas caused the price of natural gas to drop and the pressure of price cuts worsened. Australia, due to the devaluation of Australian currency, the drop of fuel cost, and effective cost reduction, while the global demand for coking coal imports dropped by 8 million tons in 2014, increased exports by 14 million tons. The global marine market share went up from 48% to 64%. Overall, the coal market demand in 2015 remains pessimistic.

The supply surplus of bulk marine market was still unsolvable. According to Clarkson, the bulk marine capacity growth rate had been diminishing annually since the financial crisis with a mere 4% growth documented by the end of 2014. In addition, the ratio of new ships ordered to the total number of ships dropped from the 50% three years ago

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to 20%, indicating the reduction in the number of orders in recent years that allowed the market to become balanced. However, for the overall market, signs of economy stabilization are emerging continuously that cause ship owners to hold a speculative mentality and with the number of orders gone up by two times in 2013. In addition, the willingness for dismantling of ships dropped significantly, the dismantling of shipping capacity in 2014 dropped by 30% over the previous year. Although banks under the circumstance take a relatively conservative approach towards loaning of funds for the ships, it is expected that the pressure of supply will be formed again when the ships are delivered in 2015 and 2016.

The bulk carriers are still working hard towards the frontier in the distance in 2015. While the environmental awareness is growing strong now, the new fuel-efficient energy-saving environmental ships will definitely be able to compete with triumph in competition, which is the trend and is the way to go. Despite the constant change of the market with a lot of hardship to conquer, the US economic recovery will soon arrive. In addition, India’s and China’s potential infrastructure development momentum is promising. Therefore, we wish for all the ship owners to form consensus on the ship construction market, to work together in a difficult time, and to cooperate and let the market mechanism move towards a balanced development. In prospect of 2015, U-MING still upholds the spirit of continuous growth, in addition to stabilizing the fundamental business, actively develop profitable market and continue to reform business model with innovative way of thinking in order to aim for the maximum benefits of the shareholders and ongoing business operation.

Operational Performance

U-MING still upholds the spirit of soundness and profoundness to operate while facing the difficult business environment. The consolidated revenue amounted to NT$8,965,430 thousand, net income amounted to NT$2,083,117 thousand, and after tax basic earnings per share (EPS) amounted to NT$2.43 in 2014.

U-MING has the replacing old ships with new ones plan was ongoing. The delivery of five Capesize and one Panamax bulk carrier were received. In addition, one Capesize and one handy-size bulk carrier were replaced in 2014. The ordered ships are delivered gradually, from 2015 to 2017, with four Capesize, three Panamax, and four handy-size ships expected to join U-MING fleet. In addition to dedicating to the development of the core businesses, Taiwan Global Energy Maritime Co., Ltd. that is organized by the Company with CPC, Taiwan and China

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National Aviation Corporation (CNAC) will focus on the tanker market to continue grasping market opportunities.

The excellent elite operation team and comprehensive information platform help U-MING grasp the movement of the industry and optimal investment opportunities. The comprehensive risk management and flexible ship scheduling system help U-MING reduce the operating cost and the occurrence of operational risk effectively. Base on the principle of ecological care to stipulate the environmental green ships and the installation of green ship and equipment; also, to develop profound ashore and ship energy-saving and carbon-reduction policies, such as, the Ship Energy Efficiency Management Plan (SEEMP) and Environment Management System (EMS), to build green U-MING inside out.

Business strategy

Engaged in a rapidly changing marine market, U-MING must be cautious and prudent in every step it takes. The Company’s comprehensive “Customer Relationship Management (CRM)” system documents the movement of customers and industries; the robust e-platform is able to collect real-time market information at any time; under the circumstance, U-MING is able to understand the movement of customers and grasp market trend in order to flexibly adjust the Company’s business strategy and to improve operational efficiency. Improve the traditional e-mail correspondence between the ashore and on-board and manual post-process through project implementation. The entire corporate sectors will be integrated in the future to improve the efficiency of information transmission in order to quickly grasp the various ships operating information, create high-performance work environment, and control operating cost precisely.

The importance of financial funds cannot be overlooked. A profound financial system is the foundation of sustainable operations. U-MING makes full use of diversified financing channels, strictly controls the cost of financing, and pays attention to the change of trend in foreign exchange rate and interest rate in order to avoid exchange rate and interest rate risk.

U-MING treats staff as an important asset. In addition to having the onshore and on-board elite personnel trained from time to time, Xiamen U-MING Ship Management Company was established for the deployment of Chinese market and crew members recruitment and ships management. Ship is another important asset of U-MING. Honor the commitments made to the customers, regularly perform repair and maintenance service and maintain a good and safe environment on board, stipulate a safety management system, and strictly comply with international regulations and port inspection.

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Preservation of the environment is the responsibility of everyone. As a member of society, the code of conduct of U-MING is to spare no effort in protecting the marine environment and ecology. The environmental protection policy is stipulated for the office and the on-board, ship equipment installed with energy saving and carbon-reduction devices, and takes low-speed navigation to reduce harmful gas emissions in order to effectively construct green environment inside out and to set sail the green sustainable journey of U-MING. In addition, increase the ratio of long-term contracts of U-MING when it is appropriate according to the change in the current market in order to ensure the Company’s profitability and to reduce operational risk. Cooperate with reputable and financially profound enterprises, and taken advantage of the relative low price of ship to have the old ships replaced with new ones, to expand the fleet, to keep the fleet energetic, and to maintain industrial competitiveness for the pursuit of maximizing shareholders’ benefits and realizing the win-win situation.

Short-term goals of U-MING:

Continue the plan of replacing the old ships with new ones.
Introduce e-platform and strengthen the ship scheduling and cost control plan.
Carefully choose reputable clients with stable assets and compete to win long-term contract of affreight (COA) in order to reduce operational risk.
Implement Port State Control (PSC) inspection records and achieve PSC zero arrest of ship rate.
Strengthen environmental awareness on board and ashore; also, actually perform the corporate social responsibility of preserving marine ecological environment.

Long-term goals of U-MING:

Continue to plan and expand fuel-efficiency fleet and aim for a sustainable growth.
Disperse geographical risk and look for reputable business partners.
Seize the opportunity to enter a new business field for the operation of different type of ships.
Invest in or merge appropriate related businesses with excellent assets after proper assessment.
Fulfill social responsibility and become the leading corporate citizen.

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Conclusions

U-MING holds a calm and positive attitude to face the constantly changing market. It implements the corporate development standards of “honesty, diligence, prudence, carefulness, and innovation.” Even if the economic recovery is realized in the future, the staff of the Company dare not be lazy and will strive to create the maximum benefits and values for the shareholders. The market is still full of challenges in 2015. However, based on the outstanding management team and profound financial foundation, U-MING will work as a team with the best interests of shareholders and stakeholders in mind to grow continuously. It will also make “basing on the core competence in marine,” “building up U-MING as the world-class logistics and transport company," and "becoming the first choice of the customers, employees, and investors" the responsibility of the Company to substantiate the spirit of corporate citizen, fulfill corporate social responsibility, and become an excellent business model.

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2. 2014 Financial Statements

Consolidated Balance Sheets in Y2014

Consolidated Statements of Comprehensive Income in Y2014

Consolidated Statements of Changes Equity in Y2014

Consolidated Statements of Cash Flows in Y2014

Balance Sheets in Y2014

Statements of Comprehensive Income in Y2014

Statements of Changes in Equity in Y2014

Statements of Cash Flows in Y2014

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)

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (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 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 Total non-current assets TOTAL 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 Current tax liabilities Current portion of long-term borrowings Obligation under capital leases - current Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable Bank loans Deferred tax liabilities Obligation under capital leases - noncurrent Deferred revenue - non-current Accrued pension liabilities Other non-current 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		2014 Amount % $ 19,054,142 30 1,329,188 2 9,412,565 15 - - 531,602 1 69,206 - 192,034 - 422,995 1 255,353 - 31,267,085 49 135 - 892,943 2 1,173,015 2 25,972,794 41 138,709 - 3,132,014 5 122,557 - 793,603 1 32,225,770 51 $ 63,492,855 100 $ 6,180,000 10 2,332,000 4 24,196 - 116,155 - 861,563 1 509,123 1 3,241,208 5 888,959 1 284,187 1 14,437,391 23 1,992,136 3 16,053,632 25 553,640 1 968,896 1 824,361 1 371,105 1 143 - 20,763,913 32 35,201,304 55 8,580,167 14 225,368 - 6,769,696 10 1,195,583 2 9,986,974 16 17,952,253 28 1,533,763 3 28,291,551 45 $ 63,492,855 100		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 $ 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

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (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 Net loss on foreign currency exchange Valuation gain on financial instruments, net Gain on disposal of properties, plant and equipment Gain on sale of investment, net Financial costs Dividend income Interest income Impairment loss Share of the profit or loss of associates and joint ventures Other income Other gains and losses 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 Unrealized (loss) gain on available-for-sale financial assets		2014 Amount % $ 8,965,430 98 175,521 2 9,140,951 100 7,335,071 80 1,805,880 20 333,124 4 1,472,756 16 (951,790) (11) 625,889 7 514,813 6 419,414 4 (376,477) (4) 338,248 4 334,255 4 (94,925) (1) 31,990 - 71,226 1 (13,128) - 899,515 10 2,372,271 26 289,154 3 2,083,117 23 2,980,188 33 (590,345) (7)		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 (282,704) (4) 373,662 5 379,487 5 249,147 3 (299,810) (4) 176,216 3 278,053 4 (11,831) - 11,978 - 13,325 - (8,123) - 879,400 12 1,631,795 22 64,886 1 1,566,909 21 1,202,040 16 516,013 7 (Continued)

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Actuarial gain (loss) arising from defined benefit plans Share of the other comprehensive income (loss) of associates and joint ventures Other comprehensive income for the year, 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		2014 Amount % $ 41,661 - 2,317 - 2,433,821 26 $ 4,516,938 49 $ 2,083,117 23 $ 4,516,938 49 $ 2.43 $ 2.43		2013
				Amount % $ (29,477) - (7,046) - 1,681,530 23 $ 3,248,439 44 $ 1,566,909 21 $ 3,248,439 44 $ 1.83 $ 1.82

		$		$
		$		$
		$		$

(Concluded)

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2013 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 Appropriation of 2013 earnings Legal reserve Special reserve Cash dividends distributed by the Company Change from investments in associates and joint ventures accounted for by using equity method Net profit for the year ended December 31, 2014 Other comprehensive income for the year ended December 31, 2014, net of income tax Total comprehensive income for the year ended December 31, 2014 Dividends claimed after over five years by stockholders BALANCE AT DECEMBER 31, 2014		Equity Attributable to Owners of	the Company	the Company	Total $ (2,569,404) - - - - 1,711,007 1,711,007 - (858,397) - - - - - 2,392,160 2,392,160 - $ 1,533,763	Total Equity $ 24,398,505 - - (2,145,042) 1,566,909 1,681,530 3,248,439 (4) 25,501,898 - - (1,716,033) (11,236) 2,083,117 2,433,821 4,516,938 (16) $ 28,291,551
	Common Share Capital Capital Surplus $ 8,580,167 $ 225,388 - - - - - - - - - - - - - (4) 8,580,167 225,384 - - - - - - - - - - - - - - - (16) $ 8,580,167 $ 225,368	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 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 7,388,568 156,690 - (156,690) - (2,357,587) 2,357,587 - - (1,716,033) - - (11,236) - - 2,083,117 - - 41,661 - - 2,124,778 - - - $ 6,769,696 $ 1,195,583 $ 9,986,974	Other Equity
			Exchange Unrealized Differences on Gain (Loss) on Translating Available-for- Foreign sale Financial Operations Assets $ (4,150,999) $ 1,526,416 - - - - - - - - 1,201,227 509,107 1,201,227 509,107 - - (2,949,772) 2,035,523 - - - - - - - - - - 2,981,330 (589,170) 2,981,330 (589,170) - - $ 31,558 $ 1,446,353	Revaluation Increment $ 55,179 - - - - 673 673 - 55,852 - - - - - - - - $ 55,852

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Unrealized loss on foreign currency exchange Gain on disposal of property, plant and equipment, net Dividend income Finance costs Interest income Gain on disposal of investment, net Impairment loss recognized on transportation equipment Share of the profit of associates and joint ventures Other non-cash items Reversal of provision for doubtful accounts Impairment loss recognized on available-for-sale financial assets Changes in operating assets and liabilities Financial assets held for trading Trade receivables Other receivables Fuel inventory Other current assets Financial liabilities held for trading Trade payables Other payables Other current liabilities 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 Proceeds on maturity of held-to-maturity financial assets Proceeds on sale of available-for-sale financial assets Purchase of available-for-sale financial assets Proceeds from disposal of property, plant and equipment Acquisition of associates Purchase of property, plant and equipment Increase in financing provided - related parties Dividend received from associates (Increase) decrease in refundable deposits	2014 $ 2,372,271 1,838,069 931,543 (514,813) (509,371) 376,477 (334,255) (130,586) 94,925 (31,990) (24,528) (1,637) - (552,758) 51,951 (2,595) (41,555) (82,302) (11,426) 26,488 8,489 (144,619) (42,640) 3,275,138 255,609 509,371 (363,503) (37,319) 3,639,296 (6,459,399) 1,814,670 1,472,113 (1,212,239) 791,587 (553,400) (390,869) (53,036) 6,667 (5,721)	2013 $ 1,631,795 1,409,383 272,696 (379,487) (300,477) 299,810 (278,053) (186,311) - (11,978) (24,029) (7,719) 11,831 (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) 9,317 2,199,914 (2,389,052) 717,034 - (288,469) (28,800) 100,052 94,792 (Continued)

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Proceeds on sale of financial assets measured at cost Net cash inflow on disposal of associates 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 Increase (decrease) in obligation under capital lease Proceeds from short-term borrowings Proceeds from short-term bills payable Net cash generated from 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	2014 $ - - (4,589,627) 9,104,383 (3,338,091) (1,716,049) 1,515,742 460,000 652 6,026,637 976,176 6,052,482 13,001,660 $ 19,054,142	2013 $ 105,437 10,886 (6,048,590) 6,206,247 (4,428,917) (2,145,046) (101,191) 1,190,000 374,875 1,095,968 411,844 (2,371,808) 15,373,468 $ 13,001,660

(Concluded)

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U-MING MARINE TRANSPORT CORPORATION

BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (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 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 TOTAL 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 Common share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2014 Amount % $ 18,154 - 729,131 1 1,770,751 3 17,019 - 97,961 - 29,579 - 50,815 - 74,101 - 2,787,511 4 892,943 1 1,173,015 93 25,972,794 2 138,709 - 33,684 - 59,254,549 96 $ 62,042,060 100 $ 6,180,000 10 2,139,086 3 - - 38,325 - 436,933 1 14,564,258 23 508,922 1 1,000,000 2 18,689 - 24,886,213 40 1,992,136 3 6,074,288 10 553,640 1 877 - 243,355 - 8,864,296 14 33,750,509 54 8,580,167 14 225,368 - 6,769,696 11 1,195,583 2 9,986,974 16 17,952,253 29 1,533,763 3 28,291,551 46 $ 62,042,060 100		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 - 24,600,575 96 $ 56,356,775 100 $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

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U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (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 associates and joint ventures Net loss on foreign currency exchange Valuation gain on financial instruments, net Dividend income Gain on sale of investment, net Financial costs Gain on disposal of properties, plant and equipment Interest income Other income Other gains and losses 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 Unrealized (loss) gain on available-for-sale financial assets Actuarial gain (loss) arising from defined benefit plans Share of the other comprehensive income (loss) of associates and joint ventures Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted		2014
	( ( ( ( ( ( (

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U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2013 $ 8,580,167 $ 225,388 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 - (4) BALANCE AT DECEMBER 31, 2013 8,580,167 225,384 Appropriation of 2013 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Change from investments in associates and joint ventures accounted for by using equity method - - Net profit for the year ended December 31, 2014 - - Other comprehensive income for the year ended December 31, 2014, net of income tax - - Total comprehensive income for the year ended December 31, 2014 - - Dividends claimed after over five years by stockholders - (16) BALANCE AT DECEMBER 31, 2014 $ 8,580,167 $ 225,368	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 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 7,388,568 156,690 - (156,690) - (2,357,587) 2,357,587 - - (1,716,033) - - (11,236) - - 2,083,117 - - 41,661 - - 2,124,778 - - - $ 6,769,696 $ 1,195,583 $ 9,986,974	Other Equity	Other Equity	Total $ (2,569,404) - - - - 1,711,007 1,711,007 - (858,397) - - - - - 2,392,160 2,392,160 - $ 1,533,763	Total Equity $ 24,398,505 - - (2,145,042) 1,566,909 1,681,530 3,248,439 (4) 25,501,898 - - (1,716,033) (11,236) 2,083,117 2,433,821 4,516,938 (16) $ 28,291,551
		Exchange Unrealized Differences on Gain (Loss) on Translating Available-for- Foreign sale Financial Operations Assets $ (4,150,999) $ 1,526,416 - - - - - - - - 1,201,227 509,107 1,201,227 509,107 - - (2,949,772) 2,035,523 - - - - - - - - - - 2,981,330 (589,170) 2,981,330 (589,170) - - $ 31,558 $ 1,446,353	Revaluation Increment $ 55,179 - - - - 673 673 - 55,852 - - - - - - - - $ 55,852

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U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Share of the profit of associates and joint ventures ( Unrealized loss on foreign currency exchange Dividend income ( Finance costs Depreciation expenses Gain on disposal of property, plant and equipment, net ( Interest income ( Changes in operating assets and liabilities Financial assets held for trading ( Trade receivables Other receivables Fuel inventory ( Other current assets ( Financial liabilities held for trading ( Trade payables Other payables Other current liabilities ( 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 associates Increase in prepayment for equipment ( Acquisition of associates ( Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment ( (Increase) decrease in refundable deposits ( Net cash used in investing activities (	2014 $ 2,340,980 $ 2,228,556) ( 846,959 315,922) ( 275,214 141,024 35,149) ( 499) ( 678,519) ( 60,515 ( 2,627 ( 13,089) 37,339) ( 23,136) ( 13,794 ( 70,993 ( 83,141) 37,286) ( 299,470 677 315,922 262,681) ( 31) ( 353,357 1,086,975 1,042,441) 553,400) 162,624 134,517) ( 1,001) 481,760)	2013 1,596,312 1,609,553 ) 328,383 161,881 ) 266,466 155,057 48,381 ) 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 (Continued)

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U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid to owners of the Company Proceeds from short-term borrowings Proceeds from short-term bills payable Increase in other payables from related parties Net cash generated from 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	2014 3,629,574 ( 2,335,000) ( 1,716,050) 460,000 517 - 39,041 1,741 ( 87,621) 105,775 $ 18,154	( ( (	2013 1,959,978 3,150,000 ) 2,145,046 ) 1,190,000 210,088 894,150 1,040,830) 567 55,829 49,946 105,775

		$

(Concluded)

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3. Supervisor’s Review Report on the 2014 Financial Statements

The Board of Directors have prepared and submitted to us the Company's 2014 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. Shih, Ching-Pin and Mr. Lee, Cheng-Ming 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.

2015 Shareholders’ Meeting of U-Ming Marine Transport Corp.

Supervisors﹕

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

==> picture [46 x 47] intentionally omitted <==

March 19, 2015

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Matters To Be Ratified:

1. Adoption of the 2014 Business Report and Financial Statements

Explanation: 1. The supervisor’s review report is hereby issued after reviewing the 2014 financial statements (including the business report and the independent auditor’s report issued by CPA Shih,Ching-Pin and CAP Li,Chen-Ming of Deloitte & Touche; please refer to Page 2~21) without any nonconformity identified.
Please approve.

Resolutions:

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2. The Proposal for Distribution of 2014 Profits and Retained Earnings

Explanation: 1. Please refer to the 2014 Profit Distribution proposed in accordance with Article 27 of the Company’s Articles of Incorporation as follows:

follows:
(1) Calculation of the 2014 earnings available for	Unit: NT$
distribution
The 2014 Net income	2,083,117,326
Less: 10% legal reserve appropriated	208,311,733
Add: Prior years special reserve reversed	858,397,387
Add: Unappropriated Retained earnings of	7,873,431,556
previous year
Less: Change from investments in associates	11,235,576
and joint ventures accounted for by using
equity method
Add: 2014 Actuarial gain (loss)arising from	41,660,736
defined benefit plans
Earnings available for distribution	10,637,059,696
Less: Earnings reserved for business needs	8,749,422,930
2014 earning distribution	1,887,636,766
(2) The 2014 earnings distribution as follows:
(a) Dividend	1,155,695,979
(b) Shareholder’s bonus	731,940,787
Total (cash dividend NT$2.2 per share)	1,887,636,766
Note: Employee bonus for an amount of NT$19,261,600 and
remuneration to directors and supervisors	for an amount of
NT$19,261,600.

When computing the shareholder tax credit in accordance with Article 66-6 of the Income Tax Act, the earnings of 1998 and thereafter is to be distributed with top priority. When computing the unappropriated earnings with additional 10% business income tax levied in accordance with Article 66-9 of the Income Tax Act, the earnings of the most recent year should be distributed with top priority according to the itemized identification method.
The distribution of earnings is calculated to the dollar (round up to the dollar). The total amount of the odd shares will be booked as the other income of the Company. It is proposed that the Board authorized the Chairman to fix the record date of ex-cash dividend after the approved by the year 2015 annual shareholder’s meeting.
This proposal was resolved in the 9[th] board meeting of the 16[th] term on March 18, 2015.
Please approve.

Resolutions:

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Matters To Be Discussed

1. To approve the revisions of the Articles of Incorporation

Explanation:

(1) Proposed to have Article 16 and Article 29 of the Company’s Articles of Incorporation amended. Please refer to the Article Amendments Table attached.
(2) Article 16 of the Articles of Incorporation regarding independent directors is applicable for the election of the Board members in 2016.
(3) The proposal is hereby presented for referendum.

Resolutions:

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Amendments Table of “Articles of Incorporation”

No.	After amendment	Before amendment	Remark
Article 16	The Corporation shall havenine to thirdteen Directorsand 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.” The number of directors referred to above shall include at least two independent directors that is not less than one fifth of the board of directors. Directors and supervisors are elected among the shareholders by nomination system in accordance with Article 192-1 of the Company Act. Votes casted for the election of independent directors, non-independent directors, and supervisors are counted and elected separately.	The Corporation shall havenine Directorsand 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.”	The number of directors is amended for the sake of maintaining flexibility for future growth with independent directors appointed. The requirement of Paragraph 2 is added. In response to the implementation of electronic voting, the Company’s election of directors and supervisors is to be processed in accordance with the nomination system. The requirement of Paragraph 3 is added.
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. Omitted. The forty-fifth revision was in June 10th 2015.	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. Omitted. The forty-forth revision was in June 14th 2012.	The date of the current amendment made is stated accordingly.

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2. To approve the amendment to the Rules of directors and supervisors Election

Explanation:

(1) Proposed to have Article 3 and Article 6 of the Company’s “Rules for the Election of Directors and Supervisors” amended. Please refer to the Article Amendments Table attached.
(2) This proposal was resolved in the 9th board meeting of the 16th term on March 18, 2015.
(3) The proposal is hereby presented for referendum.

Resolutions:

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Amendments Table of “Rules of directors and supervisors Election”

No.	After amendment	Before amendment	Remark
Article 3	The candidates for elections of board directors and supervisors of this corporationare elected as independent directors, non-independent directors, and supervisors in that order in accordance with the number of chairs designated in the Articles of	The candidates for elections of board directors and supervisors of this corporationwho receive votes representing the largest number of	In response to the appointment of independent directors, Paragraph 1 is amended and Paragraph 2 is added.
		voting rights shall be considered elected based on the number of seats to be elected. If two or more candidates receive the same number of votes and not enough seats are available, the winner shall be selected by lucky draw. If candidates are not present, the chair shall draw lots on their behalf.
	Incorporation and the electoral votes from top downbased on the number of seats to be elected. If two or more candidates receive the same number of votes and not enough seats are available, the winner shall be selected by lucky draw. If candidates are not present, the chair shall draw lots on their behalf. The Company’s directors and supervisors are elected in accordance with Article 192-1 of the Company Act. The qualifications, independence conditions, and other matters of the independent directors must comply with the“Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and other relevant regulations.
Article 6	Candidates shall be natural persons and possess shareholder status. Voters shall enter the candidate’s account name and shareholder account number on the	Candidates shall be natural persons and possess shareholder status. Voters shall enter the candidate’s account name and shareholder account number on the	The identification document number replaces ID Card No. in order to cover

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	ballot. If candidates are non-shareholders, voters shall enter their names and identification document number. If candidates are government or corporate shareholders, voters shall enter their account number and the name of the government agency or corporation or both the name of the government agency or corporation and the name of its representative. If there are multiple representatives, the name of each representative shall be specified.	ballot. If candidates are non-shareholders, voters shall enter their names andpersonal ID numbers.If candidates are government or corporate shareholders, voters shall enter their account number and the name of the government agency or corporation or both the name of the government agency or corporation and the name of its representative. If there are multiple representatives, the name of each representative shall be specified.	foreign nationals.

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3. To approve the amendment to the company bylaws on “Procedures for the Acquisition and Disposal of Assets”

Explanation:

(1) Proposed to have the Company’s “Procedures for the acquisition and disposal of assets” amended in response to the Company’s actual operations. Please refer to the Article Amendments Table attached.
(2)This proposal was resolved in the 9th board meeting of the 16th term on March 18, 2015.
(3)The proposal is hereby presented for referendum.

Resolutions:

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Amendments Table of

“Procedures for the Acquisition and Disposal of Assets”

No.	After amendment	After amendment	Before amendment	Before amendment	Remark
Article 10	Procedures governing the acquisition and disposal of derivatives 1. Transaction principles and strategies (a) ~ (e) omitted (f) Upper limit of losses 1. For trading purpose: Upper loss limits of individual contracts shall not exceed 5% of the total contract value. Upper loss limits of all contracts shall not exceed 5% of the total contract value of all contracts. 2. . For purposes other than trading: Upper		Procedures governing the acquisition and disposal of derivatives 1. Transaction principles and strategies (a) ~ (e) omitted (f) Upper limit of losses 1. For trading purpose: Upper limits of losses shall not be defined in individual contracts and shall instead be based on same contract types. Upper loss limits for all contracts shall be determined individually for different instruments: (1) Forward or futures contracts: 5% of average costs. (2) Options contracts: If this Corporation is the buyer, the upper price limit shall not exceed 5% of the total contract value. If this Corporation is the seller, a maximum of 5% of the total contract value may be added to the charged price. (3) Swap and compound contracts: Losses shall not exceed 5% of the total contract value. 2. . For purposes other than trading: Upper		Set the individual contract upper limit of losses for trading purpose derivatives in accordance with Article 18 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.” Amended Article 1 paragraph (f) Section 1 of this Article.
				shall not be defined in
				individual contracts and shall instead be based on same contract types. Upper loss limits for all contracts shall be determined individually for different instruments: (1) Forward or futures
		Upper loss limits of all
		contracts shall not exceed 5% of the total contract value of all contracts. . For purposes other than trading: Upper
				contracts: 5% of average costs. (2) Options contracts:
				If this Corporation is the buyer, the upper price limit shall not exceed 5% of the total
				contract value. If this Corporation is the seller, a maximum of 5% of the total contract value may be
				added to the charged price. (3) Swap and compound contracts: Losses shall not exceed 5% of the total
				contract value. . For purposes other than trading: Upper

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	loss limits of individual contracts shall not exceed 25% of the total contract value. Upper loss limits of all contracts shall not exceed 25% of the total contract value of all contracts. 2~4 (Omitted)	loss limits of individual contracts shall not exceed 25% of the total contract value. Upper loss limits of all contracts shall not exceed 25% of the total contract value of all contracts. 2~4 (Omitted)
Article 14	Subsidiaries of this Corporation shall abide by the following regulations: 5. Subsidiaries shallassess independently whether or not their Procedures Governing the Acquisition or Disposal of Assets conform to the provisions set forth in the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and whether or not matters pertaining to the acquisition or disposal of assets are handled in accordance with said procedures. The auditing units of this Corporation shall examine the independent assessreports submitted by the subsidiaries.	Subsidiaries of this Corporation shall abide by the following regulations: 5. Subsidiaries shallreview independently whether or not their Procedures Governing the Acquisition or Disposal of Assets conform to the provisions set forth in the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and whether or not matters pertaining to the acquisition or disposal of assets are handled in accordance with said procedures. The auditing units of this Corporation shall examine the independent reviewreports submitted by the subsidiaries.	It is to be handled in accordance with the “Guidelines for Establishment of Internal Control Systems by Public Companies.” The “review” in Paragraph 5 is amended as “assess”

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4. To approve the amendment to the company bylaws on “Procedures for Lending of Capital to Others”

Explanation:

(1) Proposed to have the Company’s “Procedures for Lending of Capital to Others” amended in response to the Company’s actual operations. Please refer to the Article Amendments Table attached.
(2) This proposal was resolved in the 9th board meeting of the 16th term on March 18, 2015.
(3) The proposal is hereby presented for referendum.

Resolutions:

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Amendments Table of “Procedures for Lending of Capital to Others”

No.	After amendment	Before amendment	Remark
Article 2 Paragraph 2 Paragraph 4	Total loan amounts granted to companies that have business dealings with this Corporation shall not exceed 35% of the net value as stated in the latest financial statement.Individual loan amounts granted to companies that have business dealings with this Corporation shall not exceed the total transaction amount. The term “total transaction amount of the business dealings” shall refer to the actual order and sales amounts or transaction amounts in the previous fiscal year between this Corporation and the beneficiary at the time of conclusion of the loan contract. If this Corporation extends loans to foreign companies in which it directly or indirectly holds 100% of voting shares,the total loan amount and individual loan amount granted to those who need	Individual loan amounts granted to companies that have business dealings with this Corporation shall not exceed the total transaction amount. The term “total transaction amount of the business dealings” shall refer to the actual order and sales amounts or transaction amounts in the previous fiscal year between this Corporation and the beneficiary at the time of conclusion of the loan contract. If this Corporation extends loans to foreign companies in which it directly or indirectly holds 100% of voting shares,the aggregate balance of short-term financing funds shall not exceed 40% of the net value as stated in the latest financial statement.	The total loan amount limit to the business counterpart is defined in accordance with Article 3 and Article 9 of the “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies” Paragraph 2 of this Article is amended. The loaning of funds engaged with the foreign companies that the Company has directly and indirectly held 100% voting shares is not subject to the threshold of 40% net worth and the one-year restriction. However, for the need of corporate governance, the loaning of funds limit should be stated in Article 9 Paragraph 3 and Paragraph 4 of the “Regulations Governing Loaning of Funds.” Paragraph 4 of this Article is amended.
	short-term financing must be handled in accordance with the Company’s Procedure for Loaning of Funds.
Article 5 Pagraph 3	The agreedinterest rates are adopted for the calculation of interest rates for financing funds. Interest rates are adjusted dynamically based on capital costs of this Corporation. Interest rate adjustments shall be implemented upon approval by the General Manager by request of the Finance Division.Interest receivable shall	Floatinginterest rates are adopted for the calculation of interest rates for financing funds. Interest rates are adjusted dynamically based on capital costs of this Corporation. Interest rate adjustments shall be implemented upon approval by the General Manager by request of the Finance Division. Interest receivable shall becalculated on a	Text is amended accordingly under the consideration of the practical operation.

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	beaccrued and paid in accordance with the agreed period of time.	accrued and paid in accordance	monthly basis.

Article 9 Paragraph 4	Subsidiaries shallassess independently whether or not the formulated operating procedures governing loans of funds to others conform to the provisions set forth in the Regulations Governing Loans and Endorsements/ Guarantees and whether or not relevant matters are handled in accordance with said procedures. The Auditing Division of this Corporation shall examine the independentassessreports submitted by the subsidiaries.		Subsidiaries shallreview independently whether or not the formulated operating procedures governing loans of funds to others conform to the provisions set forth in the Regulations Governing Loans and Endorsements/ Guarantees and whether or not relevant matters are handled in accordance with said procedures. The Auditing Division of this Corporation shall examine the independentinspectionreports submitted by the subsidiaries.		It is to be handled in accordance with the “Guidelines for Establishment of Internal Control Systems by Public Companies.” The “review” and “inspection” in Paragraph 4 is amended as “assess”

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5. Release from the non–competition restriction on directors in accordance with Article 209 of the Company Law.

Explanation:

(1) It is to be handled in accordance with Article 209 Paragraph 1 of the Company Act “Directors act on behalf of themselves or others within the business scope of the Company shall explain the material contents of their behavior in the shareholders’ meeting for approval.”
(2) Mr. Jeff Hsu, the director of the Company, is also the director of Taiwan Global Energy Maritime Co., Ltd., therefore, a proposal is to be presented in the shareholders’ meeting to have the non-compete clause lifted in accordance with Article 209 of the Company Act .
(3) This proposal was resolved in the 7th board meeting of the 16th term on August 11, 2014.
(4) The proposal is hereby presented for referendum.

Resolutions:

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Extempore Motions:

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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.

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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

- 39 -

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.

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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

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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.

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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.

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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

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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

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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.

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Appendix

1. Current Shareholding of Directors and Supervisors

			Book closure date: 12 April 2015	Book closure date: 12 April 2015
Position	Name of persons or companies	Representatives appointed	Number of shares held	Percentage of shares held
Chairman	Douglas Tong Hsu	---	992,133	0.12%
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.	Champion Lee	6,348,103	0.74%
	Yue Ding Industry Co., LTD.	C.K. Ong	93,000	0.01%
Shareholding	of all directors		339,134,388	39.53%
The minimum required combined shareholding of all		directors by law	34,320668	4.00%
Supervisor	Peter Hsu	---	83,595	0.01%
	Yuan Ding Investment Corp.	Virginia Shao	5,477,000	0.64%
	Far Eastern Construction CO., LTD.	Z.P. Chang	1,589,790	0.19%
Shareholding	of all supervisors		7,150,385	0.83%
The minimum required combined shareholding of all		supervisors by law	3,432,067	0.40%

Note:

The total issued and outstanding shares on the book closure date: 858,016,712shares.
According to Article 26, Paragraph 2 of Securities and Exchange Act and Article 2, Paragraph 5 of the Regulations Governing Ratios and Auditing of Director and Supervisor Share Ownership at Public Companies, the minimum required combined shareholding of all directors and all supervisors are qualified.
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2. Effects on business performance and EPS resulting from stock dividend distribution proposed by 2015 annual shareholders' meeting.

Unit: NT$

			Unit: NT$
Year Item			2015 Estimate
Paid-in Capital (beginning of the year)			8,580,167,120
Stock & Cash Dividend Distribution	Cash Dividend (NT$/per share)		2.20
	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 &	Pro Forma Earnings Per Share
	Capital Surplus Distributed in Cash Dividend rather than Stock Dividend	Pro Forma Average Yearly Return on Investment

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AI assistant

U-MING — AGM Information 2015

52160_rns_2015-06-29_8fb308dd-c6ed-452e-97fd-ee9886b3a9b0.pdf

U-MING MARINE TRANSPORT CORP. Handbook for the 2015 Annual Meeting of Shareholders

U-MING MARINE TRANSPORT CORP.

2015 Annual Meeting of Shareholders

Table of Contents

U-MING MARINE TRANSPORT CORP. Procedure for the 2015 Annual Meeting of Shareholders

Matters To Be Reported:

1. 2012 Business Report

Introduction

Operational Performance

Business strategy

Conclusions

2. 2014 Financial Statements

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION

BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

3. Supervisor’s Review Report on the 2014 Financial Statements

Matters To Be Ratified:

1. Adoption of the 2014 Business Report and Financial Statements

2. The Proposal for Distribution of 2014 Profits and Retained Earnings

Matters To Be Discussed

1. To approve the revisions of the Articles of Incorporation

Amendments Table of “Articles of Incorporation”

2. To approve the amendment to the Rules of directors and supervisors Election

3. To approve the amendment to the company bylaws on “Procedures for the Acquisition and Disposal of Assets”

Amendments Table of

“Procedures for the Acquisition and Disposal of Assets”

4. To approve the amendment to the company bylaws on “Procedures for Lending of Capital to Others”

Extempore 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

Appendix

1. Current Shareholding of Directors and Supervisors

Note:

2. Effects on business performance and EPS resulting from stock dividend distribution proposed by 2015 annual shareholders' meeting.

More from U-MING

U-MING AGM Information 2015