U-MING — AGM Information 2021

Jul 22, 2021

Stock Code: 2606

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U-MING MARINE TRANSPORT CORP.

Description of the Proposals of the 2021 Annual Meeting of Shareholders

MEETING TIME: June 10, 2021 PLACE: Taipei Hero House No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei, Taiwan

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

Matters to Be Ratified:

1. The 2020 Business Report and Financial Statements

Explanation:

• (1) The audit committee’s review report is hereby issued after reviewing the 2020 financial statements (including the business report and the independent auditor’s report issued by CPA Cheng-Ming Lee and CPA Yi-Wen Wong of Deloitte & Touche; please refer to Page 2~26 of the Handbook) without any nonconformity identified.

• (2) Please approve

Resolution:

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2. The Proposal for Earnings Distribution of 2020

Explanation:

• (1) Please refer to the 2020 Earnings Distribution proposed in accordance with Article 27 of the Company’s Articles of Incorporation as follows:

	NT$
Unappropriated retained earnings of previous year	7,881,230,152
Less: Investment adjusted retained earnings by using
equity method	(181,965)
Add: 2020 actuarial gain & losses appropriated retained
earnings	(3,586,318)
Add: Proceeds from sale of financial assets at fair value
through other comprehensive income	109,660
Adjusted unappropriated retained earnings	7,877,571,529
Add: 2020 net income	878,425,347
Less: 10% legal reserve appropriated	(87,476,672)
Less: 2020 reversal of special reserve	(1,022,797,330)
Earnings available for distribution	7,645,722,874
Less: 2020 earning distribution
(cash dividend NT$1.2 per share)	(1,014,066,854)
Unappropriated retained earnings	6,631,656,020

• (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 2021 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:

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Matters to Be Discussed

1. To approve the amendment to the “Regulations Governing the Election of Board Directors”.

Explanation:

• (1) The amendment is according to the “Sample Template for XXX Co., Ltd. Procedures for Election of Directors” which is announced by the official letter issued by the Taiwan Stock Exchange Corp. (Letter No. TSG 1090009468), and for complying with the actual operation of the company. Please refer to the attached Amendments Table of the Handbook for amended articles.

• (2) This proposal has been approved by the 8th meeting of the eighteenth-term Board of Directors on March 9, 2021.

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

Resolutions:

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Amendments Table of “Regulations Governing the Election of Board Directors”

No.		After amendment		Before amendment
Article 3		The Company’s directors are elected as independent directors and non- independent directors in that order in accordance with the number of chairs designated in the Articles of Incorporation and the electoral votes from top down. If there are two or more candidates received the same votes of suffrage resulting more candidates elected than the chairs designated, the candidates who received the same votes of suffrage are to take a draw for a solution; also, the Chairman is to take a draw on behalf of the absentees. The Company’s directors are elected in accordance with Article 192-1 of the Company Act. The qualifications, independence conditions, and other matters of the independent directors must comply with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and other relevant regulations.		The Company’sindependent directors and non-independent directorsare elected as independent directors and non-independent directors in that order in accordance with the number of chairs designated in the Articles of Incorporation and the electoral votes from top down. If there are two or more candidates received the same votes of suffrage resulting more candidates elected than the chairs designated, the candidates who received the same votes of suffrage are to take a draw for a solution; also, the Chairman is to take a draw on behalf of the absentees. The Company’s directors are elected in accordance with Article 192-1 of the Company Act. The qualifications, independence conditions, and other matters of the independent directors must comply with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and other relevant regulations.
Article 6		If candidates are natural persons, voters shall enter the person’s name on the ballot. If candidates are government or corporate shareholders, voters shall enter the name of the government or corporation. If candidates are representatives of government or corporate shareholders, voters shall enter the name of the government or corporation and its representative(s).		Candidates shall be natural persons and possess shareholder status. Voters shall enter the candidate’s account name and shareholder account number on the ballot. If candidates are non- shareholders, voters shall enter their names and identification document number. If candidates are government or
				corporate shareholders, voters shall enter their account number and the name of the government agency or corporation or both the name of the government agency or corporation and the name of its representative. If there are multiple representatives, the name of
				each representative shall be specified.
Article 7	Ballots are invalid of one of the following conditions exists: (1) Failure to use ballots specified in these regulations (2) Two or more candidate names are entered on the same ballot		Ballots are invalid of one of the following conditions exists: (1) Failure to use ballots specified in these regulations (2) Two or more candidate names are entered on the same ballot

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No.		After amendment	Before amendment
	(3) (4) (5) (6) **(7) **	Blank ballots not filled out by voters Other words or marks are entered	(3) Blank ballots not filled out by voters (4) Failure to fill out ballots in accordance with the regulations set forth in Article 6 or addition of other written characters (5) Illegible writing which cannot be deciphered (6) Entered candidate information is proven to be inaccurate
		in addition to the candidates and the number of voting rights allotted. Illegible writing which cannot be deciphered The candidate whose name is entered in the ballot does not conform to the director candidate list. The candidate’s the total number of voting rights allotted on the voting ballot exceeds the number of voting rights held by it.

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