U-MING — AGM Information 2025

Jun 4, 2025

Stock Code: 2606

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U-MING MARINE TRANSPORT CORP.

Description of the Proposals of the 2025 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 2024 Business Report and Financial Statements

Explanation:

• (1) The audit committee’s review report is hereby issued after reviewing the 2023 financial statements (including the business report and the independent auditor’s report issued by CPA Wen-Ling Liu and CPA Xin-Wei Tai of Deloitte & Touche; please refer to Page 2~22 of the Handbook) without any nonconformity identified.

• (2) Please approve.

Resolution:

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2. The Proposal for Earnings Distribution of 2024

Explanation:

• (1) Please refer to the 2024 Earnings Distribution proposed in accordance with Article 27 of the Company’s Articles of Incorporation as follows:

	NT$
Unappropriated retained earnings of previous year	11,416,516,537
Less: Investment adjusted retained earnings by using equity
method	( 78,665 )
Add: Re-evaluation of defined benefit plans recognized as
retained earnings	10,627,984
Add: Disposal of investments in equity instruments designated
as at fair value through other comprehensive income by
associates	1,153,413,322
Less: Changes in ownership interests in subsidiaries	( 14,360,748 )
Adjusted unappropriated retained earnings	12,566,118,430
Add: 2024 net income	4,681,466,240
Less: 10% legal reserve appropriated	( 583,106,813 )
Earnings available for distribution	16,664,477,857
Less: 2024 earning distribution
(cash dividend NT$3.2 per share)	( 2,704,178,278 )
Unappropriated retained earnings	13,960,299,579

• (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 2025 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 and Elected

1. To approve the amendment to the “Articles of Incorporation”.

Explanation:

• (1) Pursuant to the Financial Supervisory Commission letter No. 1130385442 dated November 8, 2024, and in accordance with Article 14, Paragraph 6 of the Securities and Exchange Act, listed companies are required to stipulate in their Articles of Incorporation a fixed percentage of annual earnings to be allocated for salary adjustments or remuneration distribution to non-executive employees. The amendment to the Articles of Incorporation must be completed no later than the 2025 shareholders’ meeting. Accordingly, certain provisions of the Company’s Articles of Incorporation have been revised as shown in the attached table.

• (2) This proposal has been approved by the 12th meeting of the 19th Board of Directors on March 6, 2025.

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

Resolutions:

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Table of Amendments to the Articles of Incorporation

Articles		After Amendment	Before Amendment	Note
No. 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. Not less than 2% of the employee remuneration shall be allocated to non- executive employees.But if the Corporation still has had losses of the previous years, should remain to make up the losses first. Employee remuneration may be distributed in the form of stock or cash. The actual distribution ratio, amount, method, and number of shares shall be determined by a resolution of the Board of Directors attended by at least two- thirds of the directors and approved by a majority of the directors present, and shall be reported to the shareholders’ meeting. The actual distribution ratio and amount of directors’ remuneration shall also be determined by the Board of Directors and reported to the shareholders’meeting.	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. But if the Corporation still has had losses of the previous years, should remain to make up the losses first. Employee remuneration may be distributed in the form of stock or cash. The actual distribution amount, method, and number of shares shall be determined by a resolution of the Board of Directors attended by at least two-thirds of the directors and approved by a majority of the directors present, and shall be reported to the shareholders’ meeting. The actual distribution ratio and amount of directors’ remuneration shall also be determined by the Board of Directors and reported to the shareholders’ meeting.	Pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act, listed companies are required to specify in their Articles of Incorporation a certain percentage of annual earnings to be allocated for salary adjustment or remuneration distribution to non- executive employees. Amendments were made to align with practical operational requirements.
No. 29		The Articles of Incorporation of the Corporation was stipulated on June 22, 1968 and after resolution was obtained in the shareholders’ regular meeting. It was submitted to the competent authority for approval and became effective on the same day. Subsequent amendment to theseArticles of	The Articles of Incorporation of the Corporation was stipulated on June 22, 1968 and after resolution was obtained in the shareholders’ regular meeting. It was submitted to the competent authority for approval and became effective on the same day. Subsequent amendment to theseArticles of

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		Incorporation shall become effective after being passed at the shareholders’ meeting. The 1st revision was on August 16, 1968. . . . The 50th revision was in June 8th 2022. The 51st revision was in May 27th 2025.	Incorporation shall become effective after being passed at the shareholders’ meeting. The 1st revision was on August 16, 1968. . . . The 50th revision was in June 8th 2022.

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2. To elect Directors (including Independent Directors) of the Company.

Explanation:

• (1) The current directors (including independent directors) of the Company were elected at the 2022 Annual General Meeting, and their term of office is approaching expiration. In accordance with applicable regulations, re-election shall be conducted at the 2025 Annual General Meeting.

• (2) Pursuant to Article 16 of the Company’s Articles of Incorporation, it is proposed to re-elect 12 directors, including 4 independent directors, for a threeyear term commencing from the date of their election.

• (3) The election of directors and independent directors shall adopt the candidate nomination system. Candidates may be nominated by the Board of Directors or by shareholders holding 1% or more of the Company’s outstanding shares. During the nomination period from March 22 to March 31, 2025, no candidates were nominated by shareholders. The Board of Directors nominated 8 director candidates and 4 independent director candidates, and the list of candidates was reviewed and approved by resolution at the 12th meeting of the 19th Board of Directors held on March 6, 2025, and has been duly announced in accordance with the law.

• (4) Please refer to the following table for the candidate list.

• (5) Please elect.

Resolutions:

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List of The 20[th] Term Director (including Independent Director) Candidates

No	Type	Candidate	Education	Major Experiences	Current position	Name of Institutional Shareholders	Number of shares held
1	Director	Hsu, Shu-Tong	Master, University of Notre Dame, USA	 Chairman, Far Eastern New Century Corp.  Chairman, Asia Cement Corp.  Chairman, Far EasTone Telecommunications Co., Ltd.	 Chairman, Far Eastern New Century Corp.  Chairman, Asia Cement Corp.  Chairman, Far EasTone Telecommunications Co., Ltd.	N/A	992,133
2	Director	Hsu, Shu-Ping	Master in Operation Research, Stanford University, USA	 Vice President, Ding & Ding Management Consults Co., Ltd.	 Vice Chairman, Far Eastern New Century Corp.  President, Ding & Ding Management Consults Co., Ltd.	N/A	83,595
3	Director	Lee, Kun-Yen	Yi-Lan Sanxing Elementary School	 Director, Tamkang University  Supervisor, Far Eastern New Century Corp.  Chairman, Ya Tung Ready- Mixed Concrete Corp.	 Director, Asia Cement Corp.  President, Asia Cement Corp.	Asia Cement Corp.	331,701,152
4	Director	Wu, Ling-Ling	Master of Business Administration (MBA), California State University	 Head of the Financial Planning Department and Chief Internal Auditor, Far EasTone	 Chief Financial Officer and Executive Vice President, Asia Cement Corp.  Director, Asia Cement	Asia Cement Corp.	331,701,152

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No	Type	Candidate	Education	Major Experiences	Current position	Name of Institutional Shareholders	Number of shares held
				Telecommunications Co., Ltd.  Executive Director, Asia Cement (China) Holdings Corp.	Corp.
5	Director	Douglas Jefferson Hsu	MBA, University of Notre Dame, USA	 In the US, had been employed by new funded high technology company, Nestle, DENSO, KIA Motors and Target, under the position of strategy and design consultant.  Served at United States Marine Corps, Ranked Captain	 CIO, Far Eastern Group  Executive Vice President, U- Ming Marine Transport Corp.  Director, Far EasTone Telecommunications Co., Ltd.  Director, Far Eastern New Century Corp.	Asia Cement Corp.	331,701,152
6	Director	Ong Choo Kiat	Bachelor of Industrial and Business Management, Nanyang University, Republic of Singapore	 Supervisor, Far EasTone Telecommunications Co., Ltd.	 Director, Global Energy Marine Transport Corp.  Director, The Steamship Mutual Underwriting Association  President and Director, U- Ming Marine Transport Corp.	Yue Ding Industry Co., Ltd.	93,000
7	Director	Lee, Kuan-Chun	Master in Business Administration, Texas A&I	 Supervisor, Far Eastern New Century Corp.	 Director, Far Eastern New Century Corp.  Director, Far EasTone	Yuan Ding Investment Corp.	8,869,000

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No	Type	Candidate	Education	Major Experiences	Current position	Name of Institutional Shareholders	Number of shares held
			University, USA		Telecommunications Co., Ltd. Director, Asia Cement Corp.
8	Director	Tung, Li-Chen	Commercial Science, National Taiwan University	Vice Chairman and Certified Accountant, Deloitte & Touche Taiwan	Secretary General, Far Eastern Medical Foundation CEO, Far Eastern Memorial Foundation Supervisor, Yuan Ze University	Far Eastern Construction Co., Ltd.	1,589,790
9	Independent Director	Pan, Wen-Yen	Ph.D. in Chemical Engineering, University of Wyoming, USA	Chairman, CPC Corp., Taiwan Chairman, Gintech Energy Corp.	Chairman, CTCI Foundation	N/A	0
10	Independent Director	Chu, Shao-Hua	M.S., Chemical Engineering and Petroleum Refining, Colorado School of Mines, USA	Executive Director, Taiwan Institute of Chemical Engineers Chairman, CPC Corp., Taiwan Chairman, Chinese Petroleum Institute (Taiwan)	Chairman, Chun Pin Enterprise Co., Ltd.	N/A	0
11	Independent Director	Liu, Chorng-Jian	Ph.D. in Socio- economic Planning, University of	Commissioner, National Communications Commission	Professor, Department of Economics, National Taipei University	N/A	0

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No	Type	Candidate	Education	Major Experiences	Current position	Name of Institutional Shareholders	Number of shares held
			Tsukuba, Japan	 Secretary General, Taiwan Telecommunication Industry Development Association  Consultant, Industrial Economics and Knowledge Center, Industrial Technology Research Institute
12	Independent Director	Li, Pin	Master of Accounting, University of Illinois at Urbana- Champaign (UIUC), USA	 President, Far EasTone Telecommunications Co., Ltd.  Chief Business Officer and Chief Financial Officer, Far EasTone Telecommunications Co., Ltd.  Vice President of Department of Strategic Development, Citibank Taiwan  Chief Financial Officer, Standard Chartered Bank (Taiwan) Ltd.	N/A	N/A	0

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3. To approve the release of the relevant Directors from the non-competition restriction under Article 209 of the Company Act.

Explanation:

• (1) This is processed in accordance with Paragraph 1 of Article 209 of the Company Act: “A director who acts for himself or on behalf of another person in a manner that is within the scope of the company’s business shall explain to the shareholders’ meeting the essential contents of such act and obtain the approval from shareholders’ meeting”.

• (2) In light of the potential that the newly appointed directors of the Company may invest in, or engage in the management of, other enterprises operating within the same or similar lines of business as the Company—and may serve as directors or managers of such entities (as detailed in the attachment)—it is hereby proposed, pursuant to Article 209 of the Company Act, that the shareholders' meeting grant approval to exempt the newly appointed directors and their representatives from the restrictions of the non-compete clause.

• (3) Please approve.

Title	Name	Serve as Director/Chairman at other companies in the industry
Director	Hsu, Shu-Tong	Director, Global EnergyMarine Transport Corp.
		Director,Cape Asia Ltd.
		Director,New Cape Asia Ltd.
		Director,Cape Asia Newbuildings(III)Ltd.
		Director, Winyield Investment Ltd.
Director	Douglas Jefferson Hsu (Representative of Asia Cement Corp.)	Director, Global Energy Marine Transport Corp.
		Director, KMU LNG Shipping Pte. Ltd.
Director	Ong Choo Kiat (Representative of Yue Ding Industry Co., Ltd.)	Director,Global EnergyMarine Transport Corp.
		Director,Winyield Investment Ltd.
		Director,ITG-Uming (Xiamen)ShippingCo.,Ltd.
		Director, ITG-UmingShippingCo., Ltd.

Resolutions:

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