U-MING — AGM Information 2015

Jun 29, 2015

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U-MING MARINE TRANSPORT CORP.

2015 Annual Meeting of Shareholders

Date: Wednesday, 10 June 2015

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: 555,602,979 shares (64.75%)

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. 2014 Business Report

2. 2014 Financial Statements

3. Supervisors’ Review Report on 2014 Business and Financial Statements

II. Matters To Be Ratified

1. 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 Handbook for the 2015 Annual Meeting of Shareholders Page 2~21) without any nonconformity identified.

• (2) Please approve.

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Resolved that:

Shareholders who are present represented 555,602,979 votes in total (including electronic votes). 506,308,513 votes (including electronic votes) ratify the motion, accounting to 91.13% of total votes ； 29,209 votes (including electronic votes) against the motion ； 47,581,527votes (including electronic votes) abstained. The motion is ratified.

2. The Proposal for Distribution of 2014 Profits and Retained Earnings (Cash Dividend NT$2.2 per share)

Explanatory Notes：

• (1) Pursuant to Article 27 of the Articles of Incorporation. Company’s 2014 appropriation proposal is as follows:

ion proposal is as follows:	ion proposal is as 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.

• (2) 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

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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.

• (3) 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.

• (4) This proposal was resolved in the 9th board meeting of the 16th term on March 18, 2015.

• (5) Please approve.

Resolved that:

Shareholders who are present represented 555,602,979 votes in total (including electronic votes). 507,068,583 votes (including electronic votes) ratify the motion, accounting to 91.26% of total votes ； 37,868 votes (including electronic votes) against the motion ； 46,852,798votes (including electronic votes) abstained. The motion is ratified.

III. Matters To Be Discussed

1. To approve the revisions of the “Articles of Incorporation”

Explanatory Notes:

• (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.

Resolved that:

Shareholders who are present represented 555,602,979 votes in total (including electronic votes). 507,029,047 votes (including electronic votes) ratify the motion, accounting to 91.26% of total votes ； 33,475 votes

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(including electronic votes) against the motion ； 46,856,727votes (including electronic votes) abstained. The motion is ratified.

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

Explanatory Notes:

• (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.

Resolved that:

Shareholders who are present represented 555,602,979 votes in total (including electronic votes). 507,029,047 votes (including electronic votes) ratify the motion, accounting to 91.26% of total votes ； 37,454 votes (including electronic votes) against the motion ； 46,856,748votes (including electronic votes) abstained. The motion is ratified.

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

Explanatory Notes:

• (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.

Resolved that:

Shareholders who are present represented 555,602,979 votes in total

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(including electronic votes). 507,022,500 votes (including electronic votes) ratify the motion, accounting to 91.26% of total votes ； 38,022 votes (including electronic votes) against the motion ； 46,858,727votes (including electronic votes) abstained. The motion is ratified.

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

Explanatory Notes:

• (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.

Resolved that:

Shareholders who are present represented 555,602,979 votes in total (including electronic votes). 507,011,429 votes (including electronic votes) ratify the motion, accounting to 91.25% of total votes ； 39,022 votes (including electronic votes) against the motion ； 46,868,798votes (including electronic votes) abstained. The motion is ratified.

5. Release from the non–competition restriction on directors in

accordance with Article 209 of the Company Law.

Explanatory Notes:

• (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

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August 11, 2014.

• (4) The proposal is hereby presented for referendum.

Resolved that:

Shareholders who are present represented 555,602,979 votes in total (including electronic votes). 473,293,299 votes (including electronic votes) ratify the motion, accounting to 85.19% of total votes ； 5,923,164 votes (including electronic votes) against the motion ； 74,702,786votes (including electronic votes) abstained. The motion is ratified.

IV. Extempore Motion: None

V. Motion to Adjourn

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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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Amendments Table of “Articles of Incorporation”

No.	After amendment	Before amendment	Remark
Article 16	The Company has9~13 directors and 3 supervisors who are competent shareholders elected in the shareholders’ meeting. The total order shares of the Company held by all directors and supervisors are to be processed in accordance with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.” 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 Company has9 directorsand 3 supervisors who are competent shareholders elected in the shareholders’ meeting. The total order shares of the Company held by all directors and supervisors are to be processed in accordance with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.”	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 Company’s Articles of Incorporation was stipulated on June 22, 1968 and was in effect after the resolution reached in the general shareholders’ meeting and the approval of the competent authorities received. The amendments of the Articles of Incorporation will be in effect after being resolved in the shareholders’ meeting. Omitted. The 45thamendment was completed on June 10, 2015.	The Company’s Articles of Incorporation was stipulated on June 22, 1968 and was in effect after the resolution reached in the general shareholders’ meeting and the approval of the competent authorities received. The amendments of the Articles of Incorporation will be in effect after being resolved in the shareholders’ meeting. Omitted. The 44thamendment was completed on June 14, 2012.	The date of the current amendment made is stated accordingly.

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