U-MING — AGM Information 2023

Jun 16, 2023

Stock Code: 2606

U-MING MARINE TRANSPORT CORP.

Description of the Proposals of the 2023 Annual Meeting of Shareholders

*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 2022 Business Report and Financial Statements

Explanation:

• (1) The audit committee’s review report is hereby issued after reviewing the 2022 financial statements (including the business report and the independent auditor’s report issued by CPA Wen-Ching Lin and CPA Xin-Wei Tai of Deloitte & Touche; please refer to Page 2~27 of the Handbook) without any nonconformity identified.

• (2) Please approve

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2. The Proposal for Earnings Distribution of 2022

Explanation:

• (1) Please refer to the 2022 Earnings Distribution proposed in accordance with Article 27 of the Company’s Articles of Incorporation as follows:

	NT$
Unappropriated retained earnings of previous year	7,303,551,782
Less: Investment adjusted retained earnings by using equity
method	(29,678)
Add: Re-evaluation of defined benefit plans recognized as
retained earnings	21,714,346
Add: Disposal of investments in equity instruments designated
as at fair value through other comprehensive income by
associates	1,633,981
Adjusted unappropriated retained earnings	7,326,870,431
Add: 2022 net income	4,404,311,417
Less: 10% legal reserve appropriated	(442,763,007)
Add: Reversal of legally special earnings reserve	2,227,895,202
Earnings available for distribution	13,516,314,043
Less: 2022 earning distribution
(cash dividend NT$3.0 per share)	(2,535,167,136)
Unappropriated retained earnings	10,981,146,907

• (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 2023 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.

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