Stock Code: 2606

U-MING MARINE TRANSPORT CORP. Handbook for the 2018 Annual Meeting of Shareholders

MEETING TIME: June 6, 2018

PLACE: Taipei Hero House No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei, Taiwan

Important Disclaimer

This is a sample annual meeting handbook intended as general guide for listed companies in preparing an English-language Handbook for the meeting. This sample handbook contains some common agenda items, explanatory material, and related terminology for reference purposes only, and is not intended to include all of the matters that may be required for any particular company. Readers are urged to review the law (including the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies) applicable to their company and should provide English language content that is complete and consistent with the original content of the Chinese-language handbook for the Annual Meeting of Shareholders.

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U-MING MARINE TRANSPORT CORP. 2018 Annual Meeting of Shareholders

……………………………………………………… P1 I. Meeting Procedure II. Matters to Be Reported 1. 2017 Business Report …………………………………………………………………. P2 2. 2017 Financial Statements …………………………………………………………….. P6 3. Supervisors’ Review Report on 2017 Business and Financial Statements…………….. P29 4. Distribution of 2017 Remuneration to the Employees, Directors and Supervisors …… P30 III. Matters to Be Ratified 1. The 2017 Business Report and Financial Statements …………………………………. P31 2. The Proposal for Earnings Distribution of 2017 ………………………………………. P32 IV. Matters to Be Discussed 1. The Amendment to the Company Corporate Charter (Articles of Incorporation) …….. P33 V. Extempore Motions ……………………………………………... P36 VI. Rules and Regulations 1. Corporate Charter (Articles of Incorporation) ………………………………………… P37 2. Rules of Procedure for Shareholders’ Meetings ………………………………………. P43 VII. Appendices 1. Current Shareholding of Directors and Supervisors …………………………………... P46 2. The Impact of Stock dividend Issuance on Business Performance and EPS ………….. P47

U-MING MARINE TRANSPORT CORP. Procedure for the 2018 Annual Meeting of Shareholders

Call the Meeting to Order

Chairman Takes Chair

Chairman Remarks (Management Presentation)

Matters to Be Reported

Matters to Be Ratified

Matters to Be Discussed

Extempore Motions

Adjournment

Matters to Be Reported:

1. 2017 Business Report

The shipping market in 2017 was relatively better compared with the previous year as a result of the rising Baltic Dry Index (BDI) to a new high in four years at 1,743 points around mid-December. Overall, the 2017 average index rose over 70% compared to last year as a result of the global economic recovery; coupled by the increased market demand and the slowing down of newbuilding deliveries.

According to International Monetary Fund (IMF), the 2017 global GDP was around 3.6% which was better than the 3.2% in 2016. The positive global economic growth and outlook had resulted the increased shipping volume for both iron ore and coal at 1.477 billion tons and 1.203 billion tons respectively in 2017; up by about 4.69%. Again, China played a pivotal role as the major buyer and importer of raw materials which dominated the shipping volume.

On the demand side, according to the National Bureau of Statistics of the People’s Republic of China (NBS), China’s producer price index (PPI) rose from -1.4% in 2016 to +6.3% in 2017, ending the continuous fall for five consecutive years since 2012. The ferrous metal (iron, manganese and chrome) smelting industry’s shipping volume was up by 27.9% thus becoming one of the key contributors to the shipping market growth. With an annual steel output of 848 million tons, the iron ore demand in China was strong in 2017; as shown by the annual import volume of 1.057 billion tons, a new historical high. With the implementation of various government policies like the Backward Capacity Elimination, the Air Pollution & Smog Hazard Removal and the Energy Conservation & Emissions Reduction, China’s import demand for high-quality iron ore had been increasing thus invigorating the international trade. In addition, despite the coal demand being inhibited by environmental policies, the “coal to gas” projects of many cities are still under progress; and with the shortage of natural gas, the coal imports had still raised slightly in 2017 by 6% YOY.

Benefitting from China’s “One Belt, One Road” initiative, the overall ASEAN market was in the expansion mode in 2017; which had led to an average GDP growth from 4.8% in 2016 to 5.1% in 2017, much higher than that of other regional markets. Economic development stimulates higher energy demand, and coal has become the first choice for emerging countries due to its relative low price. According to the International Energy Agency (IEA) and energy consultant Wood Mackenzie, the coal demand in ASEAN countries and India will surpass that of China in the next few decades. The Indian government has set its 2025 steel output target at 300 million tons; this will not only be heating up the iron ore demand, it will also raise the Indian’s coking coal import by 2% each year. The 2017 coking coal import into India was 49 million tons.

On the supply side, the over-tonnage situation still persisted in 2017 but the fleet growth was at a slower pace at 2.9%. The Ballast Water Management Convention’s implementation has been postponed from 2017 to 2019; and together with the 2020’s 0.5% Sulphur Cap regulation, many

ship owners are taking a wait-and-see attitude. As a result, ship demolition activities in 2017 had slowed down; with only 217 bulk carriers being dismantled, the lowest since 2010.

U-Ming’s transportation capacity in 2017 was increased by the launch of five new eco-ships which included 2 x 188K Cape-size carriers M.V. Cape Brilliance and M.V. Cape Galaxy and 3 x 62K Ultramax carriers M.V. Asian Summit, M.V. Asian Prominence and M.V. Asian Pride; and the purchase of the 98K Post-Panamax carrier Cemtex Renaissance. The ship portfolio has been diversified further as a result of the expected economic recovery.

U-Ming has received many recognitions both at home and abroad for its continuing pursuit of sustainable development; one of those was the Silver Award in the logistics category at the 2017 Taiwan’s Corporate Sustainability Awards organized by the Taiwan Institute for Sustainable Energy. The Company has also passed the evaluation of FTSE Russell and Taiwan Stock Exchange’s criteria to be a constituent the FTSE4Good Emerging Index and the FTSE4Good TIP Taiwan ESG Index. These achievements have indeed proven the Company’s outstanding performance in the environmental, social and governance (ESG) initiatives.

Business Performance

The Company has turned profitable in 2017 from the previous year’s deficit; with an annual consolidated revenue of NT$8,501,325,000 net profit after tax was NT$999,520,000 and earnings per share (EPS) of NT$1.18. The operational highlights are summarized as follows:

(1) Fleet Expansion

The Company has continued its fleet renewal plan in 2017. As of 15 May 2018, there is a total of 40 vessels which included self-owned and vessels under construction; average age is about 5 years. Together with the other joint-venture and management vessels, the whole fleet has been expanded to 48 vessels with a total deadweight of 6.66 million tons.

(2) Fleet Management Transformation

In 2016, the Company has collaborated with Ericsson to optimize the vessels’ management system. The point-to-point internet link between ships was implemented to provide real-time information on vessels’ locations, movements and speed & fuel consumption. The system can also enhance the onshore visibility of vessels to support automation process and to minimize human intervention thus raising fleet management efficiency. The whole system was successfully installed on U-Ming’s fleet at the end of 2017 to facilitate fleet management transformation.

(3) Fleet Safety Enhancement

To minimize severe maritime risks, the Company has established a dedicated Safety Discipline Officer Team (SDO). Through ongoing ship visits and interviews, the SDO maintains a close

communication loop with the officers and crew onboard. Apart from expressing due care for the crew, the team also ensures that all relevant safety regulations are updated and adhered to onboard; and any discrepancies detected are being analyzed, resolved and fed back to all concerned parties thus creating a safety culture for the entire fleet. By implementing these safety discipline audits, the outcome was very positive and there were no marine casualty cases reported in 2017, and the overall accident and injury cases had been reduced significantly compared to that of the previous year.

(4) Green Shipping Initiatives

The Company has been collaborating with various ship yards to design and build modern eco-friendly new buildings. The Energy Efficiency Design Index (EEDI) for our new 62K dwt Ultramax has been certified by Classification Society DNV-GL to be 32.05% lower than that of the IMO’s reference standard; illustrating the Company’s commitment for a green and sustainable shipping.

In response to the IMO’s 0.5% sulphur cap regulation to be effected on 1 January 2020, the Company has also participated in the Australia-China’s “Green Corridor” project with leading mining companies like BHP, Rio Tinto and FMG; together with MOL, DNV-GL, Woodside Energy and SDARI to jointly develop a LNG-fueled Newcastlemax bulk carrier’s specification as an alternate to the conventional fuel-oil engines. The Phase I of the project was successfully completed and this was announced during the NOR-Shipping Event held in Oslo on 1 June 2017; proving its economic and technical feasibility.

Business Strategy

“Sincerity, Diligence, Thrift, Prudence and Innovation” are U-Ming’s philosophy for business development. The Company will continue to implement digitalization and to enhance smart data analysis in order to optimize ships’ portfolio and safety operations. We shall continue to strive towards the vision of “building U-Ming into a world-class logistic and transportation company” with “core expertise in shipping as its foundation” and “to be the first choice for our customers, employees and investors”.

Short-Term Goals:

Continue the Company’s fleet renewal program;
Enhance the operational strategy of different vessels’ type through smart and optimal use of company’s resources;
Improve vessels’ utilization and operating days.
Promote digitization both onshore and onboard to enhance overall efficiency;
Maintain outstanding port state control (PSC) records and zero ship detention;
Ongoing safety and discipline management trainings to reduce maritime incidents;
Raising environmental awareness and cultivating corporate social responsibility to all ship and office personnel.

Long-Term Goals:

Collaborate with reliable partners to develop businesses that are sustainable and to generate long-term stable income;
Timely investment in different vessel types and logistic related businesses;
Investing, merging or acquiring suitable synergized enterprises with good asset records for business diversification sake.
Continue to plan for and expand into a high-performance eco-ship fleet to conserve energy and reduce carbon emissions.
Invest into green energy to fulfill our corporate social responsibility and become a top and respected corporate citizen.

Conclusions

By seizing the low shipbuilding price opportunity, the Company has purchased more vessels to prepare itself for the economic recovery and to provide better services for its customers in 2017. Looking forward, the bulk shipping business will continue to be filled with challenges as a result of the global political unrest; in particularly the confrontation between North Korea and the USA, the oversupply of vessels and the slowing down of China’s economic development. Through its regular adoption to market changes, the Company will constantly review its business strategy such as adjusting the proportion between spot and long-term contracts in order to ensure a stable long-term income and cash flow. Facing with the ongoing stringent environmental conventions, the Company will continue to adopt the latest shipping technology to progressively upgrade its fleet in order to comply with all regulations and to be in the fore front to fulfil its corporate social responsibility.

Chairman:

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Vice President, President: Accounting Division:

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2. 2017 Financial Statements

Consolidated Balance Sheets in Y2017

Consolidated Statements of Comprehensive Income in Y2017

Consolidated Statements of Changes Equity in Y2017

Consolidated Statements of Cash Flows in Y2017

Individual Balance Sheets in Y2017

Individual Statements of Comprehensive Income in Y2017

Individual Statements of Changes in Equity in Y2017

Individual Statements of Cash Flows in Y2017

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)

INDEPENDENT AUDITORS’ REPORT

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

Opinion

We have audited the accompanying consolidated financial statements of U-Ming Marine Transport Corporation and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment of Transportation Equipment

According to IAS 36, the Group should periodically perform impairment assessment on assets. As the nature of the business of the Group pertains to marine transportation, the transportation equipment is material to its financial statements. Also, the estimates and assumptions adopted by the management for the assessment of impairment on the equipment thereof directly impact the recognition of impairment loss in the financial statements. As a result, impairment assessment of the transportation equipment is deemed to be a key audit matter. Impairment assessment of transportation equipment has been included in the critical accounting judgements and key sources of estimation uncertainty, please refer to Note 5 to the financial statements.

The main audit procedures we have performed in respect of the key audit matter stated above were as follows:

We understood and tested the design and implementation of the key controls over the impairment assessment of property, plant and equipment.
We obtained and understood the calculation table of impairment assessment of transportation equipment.
We assessed and consulted with our internal our specialist regarding the reasonableness of accounting estimates used in the impairment assessment, such as the identification of cash-generating units, the confirmation of fair value of transportation equipment by obtaining supporting documents, and the discount rate and future cash flows used in determining the recoverable amount under the discounted cash flow method.
We tested the calculation of impairment loss according to the table provided by the management.

Stage of Completion of Freight Contracts

The Group’s freight revenue is recognized by reference to the stage of completion of the contract. Because making judgements and estimates is required to a certain extent when measuring and calculating stage of completion of freight contracts, and revenue recognition and expression might be affected by the selection and application of calculation methods, the determination of the stage of completion of freight contracts is deemed to be a key audit matter. Stage of completion of freight contracts has been included in the critical accounting judgements and key sources of estimation uncertainty; please refer to Note 5 to the financial statements.

The main audit procedures we have performed in respect of the key audit matter stated above were as follows:

We understood and tested the design and implementation of the key controls over the freight revenue recognition.
We obtained relevant documents and understood the determination of the stage of completion of freight contracts, and we confirmed that the calculation method is appropriate and applied consistently.
We verified the management’s calculation of percentage of voyages and freight revenue by collating the information on actual voyages, entering/departing reports, sailing schedule and freight contracts.

Other Matter

We have also audited the parent company only financial statements of U-Ming Marine Transport Corporation as of and for the years ended December 31, 2017 and 2016 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the supervisors, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Li-Wen Kuo and Ching-Pin Shih.

Deloitte & Touche Taipei, Taiwan Republic of China

March 5, 2018

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 7) Financial assets at fair value through profit or loss - current (Note 8) Available-for-sale financial assets - current (Notes 9, 25 and 26) Trade receivables from unrelated parties (Note 11) Trade receivables from related parties (Notes 11 and 25) Other receivables (Note 11) Fuel inventory Other current assets (Note 25) Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Note 9) Financial assets measured at cost - non-current (Note 10) Investments accounted for using equity method (Notes 13 and 25) Property, plant and equipment (Notes 14, 26 and 27) Intangible assets Deferred tax assets (Note 21) Prepayment for equipment (Note 14) Refundable deposits (Notes 25 and 26) Long-term receivable - related parties (Notes 13 and 25) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Short-term bills payable (Notes 15 and 26) Financial liabilities at fair value through profit or loss - current (Note 8) Trade payables (Note 25) Other payables (Note 17) Current tax liabilities (Note 21) Current portion of long-term borrowings and bonds payable (Notes 15, 16 and 26) Other current liabilities (Note 25) Total current liabilities NON-CURRENT LIABILITIES Bank loans (Notes 15 and 26) Deferred tax liabilities (Note 21) Deferred revenue - non-current Net defined benefit liabilities - non-current (Note 18) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 19) Common share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2017 Amount % $ 10,528,550 20 147,982 - 6,482,215 12 489,217 1 62,388 - 652,469 1 422,490 1 166,094 - 18,951,405 35 - - 892,943 2 2,504,503 5 30,217,912 56 879 - 34,465 - 342,042 1 109,706 - 819,523 1 22,827 - 34,944,800 65 $ 53,896,205 100 $ 5,985,000 11 2,598,642 5 154,238 - 131,536 - 905,443 2 104,532 - 3,370,445 6 211,961 1 13,461,797 25 18,022,116 34 178,726 - 189,459 - 203,897 - 18,594,198 34 32,055,995 59 8,450,557 16 115,135 - 6,426,656 12 - - 8,848,816 17 15,275,472 29 (2,000,954) (4) 21,840,210 41 $ 53,896,205 100		2016
				Amount % $ 13,540,718 23 237,569 1 8,250,475 14 331,103 1 54,545 - 171,096 - 261,993 1 184,423 - 23,031,922 40 134 - 892,943 1 2,447,985 4 28,315,931 49 - - 36,226 - 2,390,657 4 98,973 - 894,230 2 - - 35,077,079 60 $ 58,109,001 100 $ 3,100,000 5 2,357,157 4 119,978 - 199,243 1 661,745 1 103,920 - 5,132,241 9 153,307 - 11,827,591 20 20,839,714 36 401,639 1 231,413 - 258,163 1 21,730,929 38 33,558,520 58 8,450,557 14 115,140 - 7,060,448 12 337,186 1 7,519,741 13 14,917,375 26 1,067,409 2 24,550,481 42 $ 58,109,001 100

The accompanying notes are an integral part of the consolidated financial statements.

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Note 6)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 7) Financial assets at fair value through profit or loss - current (Note 8) Available-for-sale financial assets - current (Notes 9, 25 and 26) Trade receivables from unrelated parties (Note 11) Trade receivables from related parties (Notes 11 and 25) Other receivables (Note 11) Fuel inventory Other current assets (Note 25) Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Note 9) Financial assets measured at cost - non-current (Note 10) Investments accounted for using equity method (Notes 13 and 25) Property, plant and equipment (Notes 14, 26 and 27) Intangible assets Deferred tax assets (Note 21) Prepayment for equipment (Note 14) Refundable deposits (Notes 25 and 26) Long-term receivable - related parties (Notes 13 and 25) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Short-term bills payable (Notes 15 and 26) Financial liabilities at fair value through profit or loss - current (Note 8) Trade payables (Note 25) Other payables (Note 17) Current tax liabilities (Note 21) Current portion of long-term borrowings and bonds payable (Notes 15, 16 and 26) Other current liabilities (Note 25) Total current liabilities NON-CURRENT LIABILITIES Bank loans (Notes 15 and 26) Deferred tax liabilities (Note 21) Deferred revenue - non-current Net defined benefit liabilities - non-current (Note 18) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 19) Common share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2017 Amount % $ 353,782 20 4,973 - 217,816 12 16,439 1 2,096 - 21,924 1 14,197 1 5,581 - 636,808 35 - - 30,005 2 84,157 5 1,015,387 56 30 - 1,158 - 11,493 1 3,686 - 27,538 1 766 - 1,174,220 65 $ 1,811,028 100 $ 201,109 11 87,320 5 5,183 - 4,420 - 30,425 2 3,513 - 113,254 6 7,121 1 452,345 25 605,582 34 6,006 - 6,366 - 6,851 - 624,805 34 1,077,150 59 283,957 16 3,869 - 215,949 12 - - 297,340 17 513,289 29 (67,237) (4) 733,878 41 $ 1,811,028 100		2016
				Amount % $ 419,867 23 7,366 1 255,829 14 10,267 1 1,691 - 5,305 - 8,124 1 5,719 - 714,168 40 4 - 27,688 1 75,907 4 878,013 49 - - 1,123 - 74,129 4 3,069 - 27,728 2 - - 1,087,661 60 $ 1,801,829 100 $ 96,124 5 73,090 4 3,720 - 6,178 1 20,519 1 3,222 - 159,139 9 4,755 - 366,747 20 646,193 36 12,454 1 7,175 - 8,005 1 673,827 38 1,040,574 58 262,033 14 3,570 - 218,929 12 10,455 1 233,170 13 462,554 26 33,098 2 761,255 42 $ 1,801,829 100

The accompanying notes are an integral part of the consolidated financial statements.

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings/Losses Per Share)

OPERATING REVENUE (Note 27) Freight revenue (Note 25) Other operating revenue (Notes 9 and 20) Total operating revenue OPERATING COSTS Freight cost (Notes 20 and 25) GROSS PROFIT (LOSS) OPERATING EXPENSES (Notes 20 and 25) PROFIT (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Financial costs (Note 20) Interest income Dividend income Other income (Note 25) Net gain on foreign currency exchange (Notes 20 and 29) Other losses Loss on disposal of property, plant and equipment, net Gain (loss) on sale of investments, net (Note 25) Valuation loss on financial instruments, net Impairment loss (Note 9) Share of the profit or loss of associates and joint ventures (Note 13) Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 21) NET PROFIT (LOSS) FOR THE YEAR		2017 Amount % $ 8,285,385 97 215,940 3 8,501,325 100 7,724,280 91 777,045 9 316,027 3 461,018 6 (548,379) (6) 235,651 3 125,303 1 18,894 - 794,145 9 (17,697) - (106) - (299,152) (4) (103,900) (1) (4,900) - 150,537 2 350,396 4 811,414 10 (188,106) (2) 999,520 12		2016
				Amount % $ 6,391,062 98 126,335 2 6,517,397 100 6,716,524 103 (199,127) (3) 267,862 4 (466,989) (7) (535,133) (8) 248,866 4 150,878 2 25,209 - 121,243 2 (7,340) - (215,258) (3) 257,322 4 (357,916) (6) (24,673) - (49,377) (1) (386,179) (6) (853,168) (13) 25,186 1 (878,354) (14) (Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings/Losses Per Share)

OTHER COMPREHENSIVE LOSS Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 18) Share of the other comprehensive loss of associates using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Share of the other comprehensive loss of associates using the equity method Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE LOSS FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company EARNINGS (LOSSES) PER SHARE (Note 22) Basic Diluted		2017 Amount % $ (4,671) - (12,444) (1) (3,584,374) (42) 623,152 7 (107,141) (1) (3,085,478) (37) $ (2,085,958) (25) $ 999,520 12 $ (2,085,958) (25) $ 1.18 $ 1.18		2016
				Amount % $ (8,484) - (320) - (931,291) (14) (364,282) (6) (7,186) - (1,311,563) (20) $ (2,189,917) (34) $ (878,354) (13) $ (2,189,917) (34) $ (1.04) $ (1.04)

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Except Earnings/Losses Per Share, Note 6)

OPERATING REVENUE (Note 27) Freight revenue (Note 25) Other operating revenue (Notes 9 and 20) Total operating revenue OPERATING COSTS Freight cost (Notes 20 and 25) GROSS PROFIT (LOSS) OPERATING EXPENSES (Notes 20 and 25) PROFIT (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Financial costs (Note 20) Interest income Dividend income Other income (Note 25) Net gain on foreign currency exchange (Notes 20 and 29) Other losses Loss on disposal of property, plant and equipment, net Gain (loss) on sale of investments, net (Note 25) Valuation loss on financial instruments, net Impairment loss (Note 9) Share of the profit or loss of associates and joint ventures (Note 13) Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 21) NET PROFIT (LOSS) FOR THE YEAR		2017 Amount % $ 278,407 97 7,256 3 285,663 100 259,552 91 26,111 9 10,619 3 15,492 6 (18,427) (6) 7,918 3 4,210 1 635 - 26,685 9 (594) - (4) - (10,052) (4) (3,491) (1) (165) - 5,058 2 11,773 4 27,265 10 (6,321) (2) 33,586 12		2016
				Amount % $ 198,172 98 3,917 2 202,089 100 208,264 103 (6,175) (3) 8,306 4 (14,481) (7) (16,593) (8) 7,717 4 4,678 2 782 - 3,759 2 (227) - (6,675) (3) 7,979 4 (11,098) (6) (765) - (1,531) (1) (11,974) (6) (26,455) (13) 781 1 (27,236) (14) (Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Except Earnings/Losses Per Share, Note 6)

OTHER COMPREHENSIVE LOSS Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 18) Share of the other comprehensive loss of associates using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized gain (loss) on available-for-sale financial assets Share of the other comprehensive loss of associates using the equity method Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE LOSS FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company EARNINGS (LOSSES) PER SHARE (Note 22) Basic Diluted		2017 Amount % $ (157) - (418) (1) (120,443) (42) 20,939 7 (3,600) (1) (103,679) (37) $ (70,093) (25) $ 33,586 12 $ (70,093) (25) $ 0.04 $ 0.04		2016
				Amount % $ (263) - (10) - (28,877) (14) (11,296) (6) (223) - (40,669) (20) $ (67,905) (34) $ (27,236) (13) $ (67,905) (34) $ (0.03) $ (0.03)

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2016 $ 8,580,167 $ 225,410 Appropriation of 2015 earnings Legal reserve - - Cash dividends distributed by the Company - - Change from investments in associates and joint ventures accounted for using equity method - (29 ) Net loss for the year ended December 31, 2016 - - Other comprehensive income for the year ended December 31, 2016, net of income tax - - Total comprehensive income for the year ended December 31, 2016 - - Cancelation of treasury shares (129,610 ) (110,232 ) Dividends claimed after over five years by stockholders - (9) BALANCE AT DECEMBER 31, 2016 8,450,557 115,140 Appropriation of 2016 earnings Cash dividends distributed from legal reserve - - Reversal of special reserve - - Change from investments in associates and joint ventures accounted for using equity method - 2 Net profit for the year ended December 31, 2017 - - Other comprehensive income for the year ended December 31, 2017, net of income tax - - Total comprehensive income for the year ended December 31, 2017 - - Dividends claimed after over five years by stockholders - (7) BALANCE AT DECEMBER 31, 2017 $ 8,450,557 $ 115,135		Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 6,978,008 $ 337,186 $ 9,573,288 82,440 - (82,440 ) - - (845,056 ) - - (1,362 ) - - (878,354 ) - - (8,484) - - (886,838) - - (237,851 ) - - - 7,060,448 337,186 7,519,741 (633,792 ) - - - (337,186 ) 337,186 - - 9,484 - - 999,520 - - (17,115) - - 982,405 - - - $ 6,426,656 $ - $ 8,848,816			Other Equity		Total Treasury Shares $ 2,370,488 $ (477,693 ) - - - - - - - - (1,303,079) - (1,303,079) - - 477,693 - - 1,067,409 - - - - - - - - - (3,068,363) - (3,068,363) - - - $ (2,000,954) $ -	Total Equity $ 27,586,854 - (845,056 ) (1,391 ) (878,354 ) (1,311,563) (2,189,917) - (9) 24,550,481 (633,792 ) - 9,486 999,520 (3,085,478) (2,085,958) (7) $ 21,840,210
				Exchange Unrealized Gain Differences on (Loss) on Translating Available-for- Foreign sale Financial Operations Assets $ 1,905,051 $ 465,034 - - - - - - - - (904,708) (398,105) (904,708) (398,105) - - - - 1,000,343 66,929 - - - - - - - - (3,693,524) 625,165 (3,693,524) 625,165 - - $ (2,693,181) $ 692,094	Gain on Property Revaluation $ 453 - - - - (320) (320) - - 133 - - - - - - - $ 133	Cash Flow Hedges $ (50 ) - - - - 54 54 - - 4 - - - - (4) (4) - $ -

The accompanying notes are an integral part of the consolidated financial statements.

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Note 6)

Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2016 $ 261,391 $ 6,867 Appropriation of 2015 earnings Legal reserve - - Cash dividends distributed by the Company - - Change from investments in associates and joint ventures accounted for using equity method - - Net loss for the year ended December 31, 2016 - - Other comprehensive income for the year ended December 31, 2016, net of income tax - - Total comprehensive income for the year ended December 31, 2016 - - Cancelation of treasury shares (4,019 ) (3,418 ) Dividends claimed after over five years by stockholders - - Changes in translation adjustments 4,661 121 BALANCE AT DECEMBER 31, 2016 262,033 3,570 Appropriation of 2016 earnings Cash dividends distributed from legal reserve - - Reversal of special reserve - - Change from investments in associates and joint ventures accounted for using equity method - - Net profit for the year ended December 31, 2017 - - Other comprehensive income for the year ended December 31, 2017, net of income tax - - Total comprehensive income for the year ended December 31, 2017 - - Dividends claimed after over five years by stockholders - - Changes in translation adjustments 21,924 299 BALANCE AT DECEMBER 31, 2017 $ 283,957 $ 3,869	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 212,582 $ 10,272 $ 291,646 2,556 - (2,556 ) - - (26,203 ) - - (42 ) - - (27,236 ) - - (263) - - (27,499) - - (7,375 ) - - - 3,791 183 5,199 218,929 10,455 233,170 (21,297 ) - - - (11,330 ) 11,330 - - 319 - - 33,586 - - (575) - - 33,011 - - - 18,317 875 19,510 $ 215,949 $ - $ 297,340	Other Equity		Total Treasury Shares Total Equity $ 72,216 $ (14,552 ) $ 840,422 - - - - - (26,203 ) - - (42 ) - - (27,236 ) (40,406) - (40,669) (40,406) - (67,905) - 14,812 - - - - 1,288 (260) 14,983 33,098 - 761,255 - - (21,297 ) - - - - - 319 - - 33,586 (103,104) - (103,679) (103,104) - (70,093) - - - 2,769 - 63,694 $ (67,237) $ - $ 733,878
		Exchange Unrealized Gain Differences on (Loss) on Translating Available-for- Gain on Foreign sale Financial Property Operations Assets Revaluation $ 58,037 $ 14,167 $ 14 - - - - - - - - - - - - (28,054) (12,344) (10) (28,054) (12,344) (10) - - - - - - 1,036 252 - 31,019 2,075 4 - - - - - - - - - - - - (124,111) 21,007 - (124,111) 21,007 - - - - 2,595 174 - $ (90,497) $ 23,256 $ 4	Cash Flow Hedges $ (2 ) - - - - 2 2 - - - - - - - - - - - - $ -

The accompanying notes are an integral part of the consolidated financial statements.

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments for: Depreciation expenses Amortization expenses Recognition (reversal) of provision for doubtful accounts Net loss on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of associates and joint ventures Loss on disposal of property, plant and equipment, net (Gain) loss on disposal of investment, net Loss on disposal of associates and joint ventures Impairment loss recognized on available-for-sale financial assets Net gain on foreign currency exchange Other non-cash items Changes in operating assets and liabilities Financial assets held for trading Trade receivables Other receivables Fuel inventory Other current assets Trade payables Other payables Other current liabilities Net defined benefit 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 Purchase of available-for-sale financial assets Proceeds on sale of available-for-sale financial assets Acquisition of associates Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Increase in financing provided - related parties Payment for intangible assets	2017 $ 811,414 2,301,321 41 4,742 103,900 548,379 (235,651) (263,480) (150,537) 106 (266,784) 1 8,643 (938,003) (24,631) 23,187 (166,954) 31,941 (160,497) 18,329 (67,707) 240,193 58,654 (58,937) 1,817,670 242,189 263,480 (537,086) (32,434) 1,753,819 (1,013,012) 2,869,980 (502) (366,851) - (11,356) (16,129) (920)	2016 $ (853,168) 2,249,488 - (1,191) 357,916 535,133 (248,866) (301,374) 49,377 215,258 24,161 - 24,673 (278,526) (26,113) 355,612 48,562 (16,337) 53,148 65,002 104,437 (121,760) (133,490) (89,712) 2,012,230 214,976 301,374 (538,293) (100,597) 1,889,690 (18,351) - (480,000) (208,475) 726,667 8,038 (75,496) - (Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Increase in other non-current assets Increase in prepayment for equipment Other dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds (repayments) of short-term borrowings Proceeds (repayments) from short-term bills payable Repayment of bond payables Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid to owners of the Company Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET 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	2017 $ (22,827) (4,132,450) 809 (2,693,258) 1,585,000 241,000 (1,000,000) 8,527,244 (9,812,674) (633,799) (1,093,229) (979,500) (3,012,168) 13,540,718 $ 10,528,550	2016 $ - (1,689,932) - (1,737,549) (4,530,000) (37,500) (1,000,000) 11,849,200 (8,126,618) (845,065) (2,689,983) (297,312) (2,835,154) 16,375,872 $ 13,540,718

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Note 6)

CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments for: Depreciation expenses Amortization expenses Recognition (reversal) of provision for doubtful accounts Net loss on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of associates and joint ventures Loss on disposal of property, plant and equipment, net (Gain) loss on disposal of investment, net Impairment loss recognized on available-for-sale financial assets Net gain on foreign currency exchange Other non-cash items Changes in operating assets and liabilities Financial assets held for trading Trade receivables Other receivables Fuel inventory Other current assets Trade payables Other payables Other current liabilities Net defined benefit 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 Purchase of available-for-sale financial assets Proceeds on sale of available-for-sale financial assets Acquisition of associates Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Increase in financing provided - related parties Payment for intangible assets Increase in other non-current assets	2017 $ 27,265 77,329 1 159 3,491 18,427 (7,918) (8,853) (5,058) 4 (8,965) 290 (31,519) (828) 779 (5,610) 1,073 (5,393) 616 (2,275) 8,071 1,971 (1,980) 61,077 8,138 8,853 (18,047) (1,090) 58,931 (34,039) 96,438 (17) (12,327) - (382) (542) (31) (767)	2016 $ (26,455) 69,752 - (37) 11,098 16,593 (7,717) (9,345) 1,531 6,675 749 765 (8,636) (810) 11,027 1,506 (507) 1,648 2,016 3,238 (3,776) (4,139) (2,782) 62,394 6,666 9,345 (16,691) (3,119) 58,595 (569) - (14,884) (6,464) 22,532 249 (2,341) - - (Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Note 6)

Increase in prepayment for equipment Other dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds (repayments) of short-term borrowings Proceeds (repayments) from short-term bills payable Repayment of bond payables Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid to owners of the Company Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET 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	2017 $ (138,859) 27 (90,499) 53,259 8,098 (33,602) 286,534 (329,727) (21,297) (36,735) 2,218 (66,085) 419,867 $ 353,782	2016 $ (52,401) - (53,878) (140,465) (1,163) (31,008) 367,416 (251,988) (26,203) (83,411) (323) (79,017) 498,884 $ 419,867

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash 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 Intangible assets Deferred tax assets Prepayment for equipment Refundable deposits Other non-current assets 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 and bonds payable Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bank loans Deferred tax liabilities Net defined benefit liabilities - non-current 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		2017	% - - 4 - - - - - 4 1 93 2 - - - - - 96 100 12 5 - - 1 21 - 2 - 41 15 1 - 16 57 17 - 13 - 17 30 (4) 43 100		2016
		Amount $ 17,660 - 1,626,942 22,618 40,200 39,032 25,284 61,876 1,833,612 344,296 47,155,049 933,858 879 34,465 5,159 48,542 22,827 48,545,075 $ 50,378,687 $ 5,985,000 2,598,642 110,559 34,902 358,923 10,726,224 103,518 835,000 20,132 20,772,900 7,444,288 178,726 142,563 7,765,577 28,538,477 8,450,557 115,135 6,426,656 - 8,848,816 15,275,472 (2,000,954) 21,840,210 $ 50,378,687			Amount % $ 20,190 - 177,265 - 1,493,193 3 11,016 - 41,500 - 78,207 - 15,622 - 85,619 - 1,922,612 3 344,296 1 52,499,295 94 978,474 2 - - 36,226 - 2,970 - 33,533 - - - 53,894,794 97 $ 55,817,406 100 $ 3,100,000 6 2,298,194 4 - - 45,888 - 330,737 1 12,494,906 22 103,518 - 2,992,704 5 23,900 - 21,389,847 38 9,304,281 17 401,639 1 171,158 - 9,877,078 18 31,266,925 56 8,450,557 15 115,140 - 7,060,448 13 337,186 1 7,519,741 13 14,917,375 27 1,067,409 2 24,550,481 44 $ 55,817,406 100

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

FREIGHT REVENUE FREIGHT COSTS GROSS PROFIT OPERATING EXPENSES LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Financial costs Share of the profit or loss of subsidiaries, associates and joint ventures Interest income Dividend income Other income Gain on disposal of property, plant and equipment, net Gain (loss) on sale of investments, net Net gain on foreign currency exchange Other losses Valuation loss on financial instruments, net Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX EXPENSE (BENEFIT) NET PROFIT (LOSS) FOR THE YEAR		2017	% 100 89 11 23 (12) (41) 109 - 13 3 - (57) 108 (1) (33) 101 89 (25) 114		2016
		Amount $ 878,369 781,243 97,126 207,242 (110,116) (361,984) 960,445 378 117,068 22,560 - (499,003) 946,040 (9,196) (287,824) 888,484 778,368 (221,152) 999,520			Amount % $ 1,190,126 100 1,088,884 92 101,242 8 188,395 16 (87,153) (8) (351,264) (29) (604,153) (51) 292 - 139,956 12 34,063 3 978 - 299,477 25 123,193 10 (7,486) - ( 424,046) (36) (788,990) (66) (876,143) (74) 2,211 - (878,354) (74) (Continued)

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of the other comprehensive income of subsidiaries, associates and joint ventures using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Share of the other comprehensive income of subsidiaries, associates and joint ventures using the equity method Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR EARNINGS (LOSSES) PER SHARE Basic Diluted		2017	% (2) - (408) 15 44 (351) (237)		2016
		Amount $ (13,200) (3,915) (3,585,151) 133,749 383,039 (3,085,478) $ (2,085,958) $ 1.18 $ 1.18			Amount % $ (7,219) (1) (1,585) - (932,060) (78) (84,784) (7) (285,915) (24) (1,311,563) (110) $ (2,189,917) (184) $ (1.04) $ (1.04) (Concluded)

U-MING MARINE TRANSPORT CORPORATION INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2016 8,580,167 225,410 Appropriation of 2015 earnings Legal reserve - - Cash dividends distributed by the Company - - Change from investments in associates and joint ventures accounted for using equity method - (29 ) Net loss for the year ended December 31, 2016 - - Other comprehensive income for the year ended December 31, 2016, net of income tax - - Total comprehensive income for the year ended December 31, 2016 - - Cancelation of treasury shares (129,610 ) (110,232 ) Dividends claimed after over five years by stockholders - (9) BALANCE AT DECEMBER 31, 2016 8,450,557 115,140 Appropriation of 2016 earnings Cash dividends distributed from legal reserve - - Reversal of special reserve - - Change from investments in associates and joint ventures accounted for using equity method - 2 Net loss for the year ended December 31, 2017 - - Other comprehensive income for the year ended December 31, 2017, net of income tax - - Total comprehensive income for the year ended December 31, 2017 - - Dividends claimed after over five years by stockholders - (7) BALANCE AT DECEMBER 31, 2017 $ 8,450,557 $ 115,135		Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings 6,978,008 337,186 9,573,288 82,440 - (82,440 ) - - (845,056 ) - - (1,362 ) - - (878,354 ) - - (8,484) - - (886,838) - - (237,851 ) - - - 7,060,448 337,186 7,519,741 (633,792) - - - (337,186) 337,186 - - 9,484 - - 999,520 - - (17,115) - - 982,405 - - - $ 6,426,656 $ - $ 8,848,816			Other Equity		Total Treasury Shares 2,370,488 (477,693 ) - - - - - - - - (1,303,079) - (1,303,079) - - 477,693 - - 1,067,409 - - - - - - - - - (3,068,363) - (3,068,363) - - - $ (2,000,954) $ -	Total Equity 27,586,854 - (845,056 ) (1,391 ) (878,354 ) (1,311,563) (2,189,917) - (9) 24,550,481 (633,792) - 9,486 999,520 (3,085,478) (2,085,958) (7) $ 21,840,210
				Exchange Unrealized Gain Differences on (Loss) on Translating Available-for- Foreign sale Financial Operations Assets 1,905,051 465,034 - - - - - - - - (904,708) (398,105) (904,708) (398,105) - - - - 1,000,343 66,929 - - - - - - - - (3,693,524) 625,165 (3,693,524) 625,165 - - $ (2,693,181) $ 692,094	Revaluation Increment 453 - - - - (320) (320) - - 133 - - - - - - - $ 133	Cash Flow Hedges (50 ) - - - - 54 54 - - 4 - - - - (4) (4) - $ -

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments for: Depreciation expenses Amortization expenses Net loss on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit or loss of subsidiaries, associates and joint ventures Gain on disposal of property, plant and equipment, net Unrealized gain on foreign currency exchange Changes in operating assets and liabilities Trade receivables Other receivables Fuel inventory Other current assets Trade payables Other payables Other current liabilities Net defined benefit liabilities Cash (used in) generated from operations Interest received Dividends received Interest paid Income tax paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of associates Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payment for intangible assets Increase in other non-current assets Increase in prepayment for equipment Dividend received from subsidiaries Net cash generated from investing activities	2017 $ 778,368 115,875 41 287,824 361,984 (378) (117,068) (960,445) - (963,097) (10,302) 39,453 (9,662) 23,743 (10,986) 29,467 (3,768) (41,795) (480,746) 100 117,068 (357,046) - (720,624) - (68,053) - (15,009) (920) (22,827) (5,395) 3,108,150 2,995,946	2016 $ (876,143) 193,256 - 424,046 351,264 (292) (139,956) 604,153 (978) (247,220) 44,464 (23,758) 8,080 (365) 9,539 (30,669) (301) (62,575) 252,545 89 139,956 (354,869) (77,888) (40,167) (480,000) (59,894) 115,233 (8,600) - - (2,970) 3,325,751 2,889,520 (Continued)

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds (repayments) of short-term borrowings Proceeds from short-term bills payable Repayment of bond payables Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in other payables from related parties Dividends paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2017 $ 1,585,000 300,000 (1,000,000) 5,959,000 (7,684,000) (803,520) (633,799) (2,277,319) (533) (2,530) 20,190 $ 17,660	2016 $ (4,530,000) 50,000 (1,000,000) 10,750,000 (5,880,000) (1,386,750) (845,065) (2,841,815) (31) 7,507 12,683 $ 20,190

(Concluded)

3. Supervisors’ Review Report on 2017 Business and Financial Statements

The Board of Directors have prepared and submitted to us the Company's 2017 Business Reports, the Financial Statements and the Proposal for Earnings Distribution of 2017 with approval and the Financial Statements have also been audited by the CPAs Li-Wen Kuo and Ching-Pin Shih 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.

2018 Shareholders’ Meeting of U-Ming Marine Transport Corp.

Supervisors:

Chiang Shao, Ruey-Huey Chang, Tzu-Pong Hsu, Shu-Ping

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March 12, 2018

4. Distribution of 2017 Remuneration to the Employees, Directors and Supervisors

Explanation:

(1) In accordance with Article 26 of the “Articles of Incorporation”.
(2) According to the Statements of Comprehensive Income in Y2017, Profit before income tax is NT$ 794,253,144. Propose allocate one percent, which is NT$ 7,942,531, as the remuneration of employees. And one percent, which is NT$ 7,942,531, as the remuneration of Directors and Supervisors. The aforesaid items will be paid in cash.
(3) This proposal has been approved by the 9th meeting of the seventeenth-term Board of Directors on March 5, 2018.
(4) The proposal is hereby presented for referendum.

Matters to Be Ratified:

1. The 2017 Business Report and Financial Statements

Explanation:

(1) The supervisor’s review report is hereby issued after reviewing the 2017 financial statements (including the business report and the independent auditor’s report issued by CPA Li-Wen Kuo and CPA Ching-Pin Shih of Deloitte & Touche; please refer to Page 2~28) without any nonconformity identified.
(2) Please approve

Resolution:

2. The Proposal for Earnings Distribution of 2017

Explanation:

(1) Please refer to the 2017 Earnings Distribution proposed in accordance with Article 27 of the Company’s Articles of Incorporation as follows:

	NT$
Unappropriated retained earnings of previous year	`7,856,926,832`
Add: Investment adjusted retained earnings by
using equity method	`9,484,603`
Less: 2017 actuarial gain & losses appropriated
retained earnings	`17,115,327`
Adjusted unappropriated retained earnings	`7,849,296,108`
Add: 2017 net income	`999,519,654`
Less: 10% legal reserve appropriated	`99,951,965`
Less: 2017 special reserve	`2,000,954,228`
Earnings available for distribution	`6,747,909,569`
Less: 2017 earning distribution
(cash dividend NT$1.2 per share)	`1,014,066,854`
Unappropriated retained earnings	`5,733,842,715`

(2) 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 2018 annual shareholders’ meeting. Upon the approval of the annual shareholders’ meeting, it is proposed that the Board be authorized to adjust the amount per share based on the actual shares outstanding number on the record date of ex-cash dividend for the legal reserve distribution by cash if there is an amendment of the number of shares outstanding before the date.
(3) Please approve.

Resolution:

Matters to Be Discussed

1. To approve the amendment to the Company Corporate Charter (Articles of Incorporation).

Explanation:

(1) According to the official letter No. 10200531121 from Financial Supervisory Commission, R.O.C. (Taiwan), the Audit Committee should be established in lieu of the Supervisors after the seventeenth tenure of the current Directors and Supervisors ended next year, 2019. It is proposed to amend Article 16 of the Company Act. and to enact Article 16-1. Please refer to the attached Article Amendments Table on Page 34~35.
(2) This proposal has been approved by the 9th meeting of the seventeenth-term Board of Directors on March 5, 2018.
(3) The proposal is hereby presented for referendum.

Resolutions:

Amendments Table of “Articles of Incorporation”

No.	After amendment	Before amendment	Remark
Article 16	The Company has 9~13 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	The Company has 9~13 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	In accordance with Article 14-4 of the Securities and Exchange Act and the official letter No. 10200531121 from Financial Supervisory Commission, R.O.C. (Taiwan), the Audit Committee should be established in lieu of the Supervisors after the seventeenth tenure of the current Directors and Supervisors ended next year, 2019. It is proposed to amend Article 16 of the Company Act. and to enact Article 16-1.
	above shall include at least three independent 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.	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.
Article 16-1	Pursuant to Article 14-4 of the Securities and Exchange Act, the Company will establish an Audit Committee. The Audit Committee
	shall make up of the entire number
	of independent directors, and it is responsible of executing powers relegated to Supervisors by the Company Act, Securities and Exchange Act and other laws and regulations. The Supervisors will cease to function and be ipso facto
	dismissed on the date of instituting of the Audit Committee. The organizing members, exercise of powers and other matters to be abided by the Audit Committee shall follow related laws, regulations or rules or regulation of the Company. The
	organization regulations of the

	Audit Committee shall be adopted by the Board of Director.
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-sixth revision was in June 8th 2016. The forty-seventh revision was in June 6th 2018.	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-sixth revision was in June 8th 2016.

Extempore Motions:

June 8, 2016

U-MING MARINE TRANSPORT CORPORATION

ARTICLES OF INCORPORATION

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) Marine transportation.
(2) Sale and purchase of vessels.
(3) G401011 Shipping agency.
(4) ZZ99999 Apart from business requiring permission, the Corporation can operate business that is not prohibited or restricted by laws and regulations.
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 (40) per cent of the amount of its paid-up capital. However, the Corporation's practice in relation to the reinvestment shall be made according to a resolution adopted at the meeting of the Board of Directors.
Article 5: The Corporation shall have its head office in Taipei, and may set up branch offices at various locations inside and outside of the Republic of China, depending upon the Corporation's business necessity.

Section II - Capital Stock

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

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

The corporation can issue share certificate for special shares.

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

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

Section III- Stockholders' Meetings

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

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

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

Article 11: Convention of stockholders’ regular meeting shall be notified to various stockholders in writing 30 days in advance. Convention of stockholders shall be notified to various stockholders in writing 15 days in advance. That written notice shall state clearly the date and place and the reasons for convening the meeting and shall also be publicly announced based on Law.
Article 12: Unless otherwise provided in the Company Law of the Republic of China, a stockholders' meeting may proceed with its conference if attended by stockholders representing more than one half of the total outstanding shares of the Corporation. Resolutions shall be made by a majority vote of the stockholders present at the meeting.
Article 13: Stockholder shall present power of attorney to assign representative to attend the stockholders’ meeting. Apart from shares affairs representative organization approved by trust business or

securities management institution, if more than two powers of attorney are in favor of one person (proxy) the voting right of such proxy shall not exceed three percent of the total outstanding shares of the Corporation, and the exceeding portion shall not be counted.

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

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

Section IV - Directors, Supervisors and Managers

Article 16: The Company has 9~13 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.

Article 17: The term of office for Directors shall be three years and term of office for Supervisors shall be three years and they shall be re-appointed if being re-elected.
Article 18: The Board of Directors shall be organized by Directors to exercise the job authorities of directors. The Directors shall elect from among themselves a Chairman who will represent the company and one Vice Chairman. When the Chairman is absent or cannot exercise his job authorities for any reason whatsoever, the Vice Chairman shall be designated by the Chairman as his agent. When the Vice Chairman is absent or cannot exercise his job authorities, one director will be assigned by the Chairman to be the agent. In case of no such assignment, the Directors shall elect one from among themselves.
Article 19: Meetings of the Board of Directors shall be held regularly. Meetings of the Board of Directors

shall be convened by the Chairman of the Board of Directors. Unless otherwise provided for in the Company Law, meetings of the Board of Directors shall be attended by a majority of Directors. Resolutions of the Board of Directors shall be adopted by a majority of the Directors at a meeting attended by majority of the Directors. For urgent matters, the Chairman can convene extraordinary meetings at any time.

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

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

Article 20: The Supervisors, in addition to performing their supervising duties in accordance with Applicable laws, shall attend meetings of the Board of Directors and voice opinions, but shall not be entitled to participate in Voting.
Article 21: The remuneration of 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: If the Corporation has a profit at the end of a fiscal year, the Corporation shall allocate one percent as the remuneration of employees, and less than one percent as the remuneration of Directors and Supervisors. But if the Corporation still have losses of previous years, should remain to make up the losses first.

The Corporation may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees' compensation distributed in the form of shares or in cash; and in addition thereto a

report of such distribution shall be submitted to the shareholders' meeting. Remuneration for Directors, the manner in which it is to be distributed shall be decided by the Board of Directors.

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 10% 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, to be allocated in proportion to all shares. In case of an increase in the capital of the Corporation, the stockholders bonus for the new shares for the same year shall be decided by the stockholders' meeting.

Dividends distributed to stockholders 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 distributed under the objective of maintaining a stable dividend policy. For issue of dividend, except save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, the cash dividend shall not be lower than 10% of stockholders bonus of that year.

Section VI - Supplementary Provisions

Article 28: Should there be any incomplete matter in the articles of incorporation of the Corporation, it shall be handled based on the provisions in the Company Law and other relevant laws and regulations.
Article 29: The Articles of Incorporation of the Corporation are stipulated on the 22nd day of June 1968 and after resolution was obtained in the stockholders’ regular meeting, it was submitted to the competent authority for approval and became effective on the same day. Subsequent amendment to these Articles of Incorporation shall become effective after being passed at the stockholders’ meeting. The first revision was in August 16[th] 1968. The second revision was in March 21[st] 1969. The third revision was in May 30[th] 1969. The fourth revision was in October 20[th] 1970. The fifth revision was in April 26[th] 1971. The sixth revision was in August 4[th] 1971. The seventh revision was in February 20[th] 1974. The eighth revision was in April 29[th] 1974. The ninth revision was in May 30[th] 1975. The tenth revision was in April 30[th] 1976. The eleventh revision was in April 29[th] 1977. The twelfth revision was in May 15[th] 1978.

The thirteenth revision was in December 22[nd] 1978. The fourteenth revision was in May 29[th] 1980. The fifteenth revision was in April 25[th] 1981. The sixteenth revision was in May 27[th] 1981. The seventeenth revision was in May 27[th] 1983. The eighteenth revision was in May 18[th] 1984. The nineteenth revision was in September 17[th] 1984. The twentieth revision was in January 16[th] 1985. The twenty-first revision was in March 27[th] 1987. The twenty-second revision was in June 15[th] 1987. The twenty-third revision was in December 21[st] 1987. The twenty-fourth revision was in February 26[th] 1988. The twenty-fifth revision was in August 19[th] 1988. The twenty-sixth revision was in May 12[th] 1989. The twenty-seventh revision was in April 18[th] 1990. The twenty-eighth revision was in May 15[th] 1991. The twenty-ninth revision was in May 15[th] 1992. The thirtieth revision was in May 29[th] 1993. The thirty-first revision was in August 14[th] 1993. The thirty-second revision was in May 18[th] 1994. The thirty-third revision was in May 25[th] 1995. The thirty-fourth revision was in May 15[th] 1996. The thirty-fifth revision was in May 15[th] 1998. The thirty-sixth revision was in May 17[th] 1999. The thirty-seventh revision was in May 5[th] 2000. The thirty-eighth revision was in April 27[th] 2001. The thirty-ninth revision was in May 30[th] 2002. The fortieth revision was in June 8[th] 2005. The forty-first revision was in May 23[rd] 2006. The forty-second revision was in June 3[rd] 2010. The forty-third revision was in June 8th 2011. The forty-forth revision was in June 14th 2012. The forty-fifth revision was in June 10th 2015. The forty-sixth revision was in June 8th 2016.

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

Amended and approved by the Shareholders’ Meeting on June 9, 2014

Article 1 The shareholders’ meeting of the Company shall be held according to the rules herein. Article 2 The location for shareholders’ meeting shall be the Company’s place of business or a place convenient for attendance by shareholders (or by proxies) that is suitable to holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM. The shareholders (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 shareholders’ meeting.

The personnel in charge of handling the affairs of the meeting shall wear identification badge or armband.

For a shareholders’ meeting convened by the Board of Directors, the Chairperson of the Board of Directors shall preside at the meeting. If the Chairperson of the Board of Directors is on leave or unable to exert the rights, the Vice-Chairperson of the Board of Directors shall preside instead; if the position of Vice-Chairperson is vacant or the Vice-Chairperson is on leave or unable to exert the rights, the Chairperson of the Board of Directors shall designate a director to preside at the meeting. If no director is so designated, the Chairperson of the meeting shall be elected by the Board of Directors among themselves. For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the Chairperson of that meeting; if there are two or more persons having the convening right, the Chairperson of the meeting shall be elected 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 shareholders (or proxies) represent more than half of the total shares issued in public. The Chairperson may announce postponement of the 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 shareholders (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 shareholders (or proxies) reached the legal quorum.

Article 4 If the shareholders’ meeting is convened by the Board of Directors, the agenda shall be designated by the Board of Directors. The meeting shall proceed in accordance with the designated agenda and shall not be amended without resolutions.

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

Except with shareholders’ 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 shareholders to continue the meeting.

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

Article 5 The shareholders (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 shareholder (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 shareholders (or proxies) to amend, substitute or to initiate extemporary motions with respect to the original proposal shall be seconded by other shareholders (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 shareholders (or proxies) from speaking if that shareholders (or proxies) speak overtime, speak beyond the allowed frequency or content of the speech is beyond the scope of the proposal. When a shareholder (or proxy) is speaking, other shareholder (or proxy) shall not interrupt without consent of the Chairperson and the speaking shareholder (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 shareholder, only one representative shall be appointed to attend
		the meeting.
		If more than two representatives were appointed to attend the meeting, only one
		representative is allowed to speak.
Article	9	After speaking by the attending shareholder (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 or 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 shareholders (or proxies). The person
		responsible for vote overseeing shall be of the shareholder 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 shareholders (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 shareholders (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 shareholders’ 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 shareholders’ meeting, the same apply for
		any amendments.

Appendices

1. Current Shareholding of Directors and Supervisors

Book closure date: April 8, 2018

Position	Name of persons or companies	Representatives appointed	Number of shares	Ratio (%)
Chairman	Hsu, Shu-Tong	---	992,133	0.12%
Director	Chee Chen Tung	---	---	---
	Asia Cement Corp.	Chang , Tsai-Hsiung	331,701,152	39.25%
		Lee, Kun-Yen	331,701,152	39.25%
		Douglas Jefferson Hsu	331,701,152	39.25%
	Ya Li Transportation Co., Ltd.	Lee, Kuan-Chun	6,348,103	0.75%
	Yue Ding Industry Co., Ltd.	Ong Choo Kiat	93,000	0.01%
Independent Director	Chu, Shao-Hua	---	---	---
	Liu, Chorng-Jian	---	---	---
	Shareholding of all directors		339,134,388	40.13%
The minimum required combined shareholding of all directors by law			33,802,228	4.00%
Supervisor	Hsu, Shu-Ping	---	83,595	0.01%
	Yuan Ding Investment Corp.	Chiang Shao, Ruey-Huey	8,869,000	1.05%
	Far Eastern Construction Co., Ltd.	Chang, Tzu-Pong	1,589,790	0.19%
	Shareholding of all supervisors		10,542,385	1.25%
The minimum required combined shareholding of all supervisors by law			3,380,223	0.40%

Note:

The total issued and outstanding shares on the book closure date: 845,055,712 shares.
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.

2. The Impact of Stock dividend Issuance on Business Performance and EPS

Unit: NT$

			Unit: NT$
Year Item			2018
Paid-in Capital (beginning of the year)			8,450,557,120
Stock & Cash Dividend Distribution	Cash Distribution from Legal Reserve (NT$/per share)		1.2
	Stock Dividend from Retained Earnings (per share)		0.00
	Stock Dividend from Capital Surplus		0.00
Variance in Business Performance	Operating Income		Not Applicable
	% Change in Operating Income
	Net Income
	% Change in Net Income
	Earnings Per Share
	% Change in EPS
	Average Return on Investment (%) (Reciprocal of Average P/E Ratio)
Pro Forma EPS & P/E Ratio	If Retained Earnings Distributed in Cash Dividend	Pro Forma Earnings Per Share
		Pro Forma Average Yearly Return on Investment
	If Capital Surplus not Distributed in Stock Dividend	Pro Forma Earnings Per Share
		Pro Forma Average Yearly Return on Investment
	If Retained Earnings & Capital Surplus Distributed in Cash Dividend rather than Stock Dividend	Pro Forma Earnings Per Share
		Pro Forma Average Yearly Return on Investment

AI assistant

U-MING — AGM Information 2018

52160_rns_2018-07-09_bfe1e633-5ab9-4fa0-85f5-8254b7015cd2.pdf

U-MING MARINE TRANSPORT CORP. Handbook for the 2018 Annual Meeting of Shareholders

Important Disclaimer

U-MING MARINE TRANSPORT CORP. 2018 Annual Meeting of Shareholders

Table of Contents

U-MING MARINE TRANSPORT CORP. Procedure for the 2018 Annual Meeting of Shareholders

Matters to Be Reported:

1. 2017 Business Report

Business Performance

(1) Fleet Expansion

(2) Fleet Management Transformation

(3) Fleet Safety Enhancement

(4) Green Shipping Initiatives

Business Strategy

Short-Term Goals:

Long-Term Goals:

Conclusions

2. 2017 Financial Statements

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Transportation Equipment

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Note 6)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings/Losses Per Share)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings/Losses Per Share)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Except Earnings/Losses Per Share, Note 6)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Except Earnings/Losses Per Share, Note 6)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Note 6)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Note 6)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of U.S. Dollars, Note 6)

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

U-MING MARINE TRANSPORT CORPORATION INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

U-MING MARINE TRANSPORT CORPORATION

INDIVIDUAL STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

3. Supervisors’ Review Report on 2017 Business and Financial Statements

4. Distribution of 2017 Remuneration to the Employees, Directors and Supervisors

Matters to Be Ratified:

1. The 2017 Business Report and Financial Statements

2. The Proposal for Earnings Distribution of 2017

Matters to Be Discussed

Amendments Table of “Articles of Incorporation”

Extempore Motions:

U-MING MARINE TRANSPORT CORPORATION

ARTICLES OF INCORPORATION

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 AGM Information 2018