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U-MING AGM Information 2025

Jun 4, 2025

52160_rns_2025-06-04_f763fc9b-2505-4631-9e0b-981ea7601d51.pdf

AGM Information

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U-MING MARINE TRANSPORT CORP.

Meeting Minutes for the 2025 Annual Shareholders’ Meeting

Meeting time and date: 9:00 a.m., May 27, 2025

Meeting location: GIS MOTC Convention Center (5th F, No. 24, Sec. 1, Hangzhou S. Rd., Zhongzheng Dist., Taipei City)

Convening method: Hybrid shareholders’ meeting

Video Conferencing Platform: e-Meeting Platform (https://stockservices.tdcc.com.tw) Total number of outstanding shares: 845,055,712 shares

Total shares represented by presence of shareholders: 625,134,318 shares (73.97%)

In attendance: Douglas Jefferson Hsu (Vice Chairman of the board)

Hsu, Shu-Ping (Director)

Lee, Kun-Yen (Director)

Wu, Ling-Ling (Director)

Ong Choo Kiat (Director)

Lee, Kuan-Chun (Director)

Tung, Li-Chen (Director)

Chu, Shao-Hua (Independent Director & Chairman of Audit Committee & Member of Remuneration Committee)

Liu, Chorng-Jian (Independent Director & Member of Audit Committee & Chairman of Remuneration Committee)

Pan, Wen-Yen (Independent Director & Member of Audit Committee and Remuneration Committee)

Liu, Wen-Ling (Auditor)

Chairperson: Douglas Jefferson Hsu

Recorder: Chen, Chang-Sheng

Important Resolutions

I. Matters To Be Reported

1. 2024 Business Report

2. 2024 Financial Statements

3. The Audit Committee’s Review Report on 2024 Business and Financial Statements

4. Distribution of 2024 Remuneration to the Employees and Directors

II. Matters To Be Ratified

1. The 2024 Business Report and Financial Statements

Explanation:

  • (1) The supervisor’s review report is hereby issued after reviewing the 2024 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 the handbook) without any nonconformity identified.

  • (2) Please approve.

Resolved that:

Shareholders who are present represented 625,134,318 votes in total (including electronic votes). 604,326,669 votes (including electronic votes) ratify the motion, accounting to 96.67% of total votes ; 88,771 votes (including electronic votes) against the motion ; 20,718,878 votes (including electronic votes) abstained. The motion is ratified.

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:
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.

Resolved that:

Shareholders who are present represented 625,134,318 votes in total (including electronic votes). 604,698,628 votes (including electronic votes) ratify the motion, accounting to 96.73% of total votes ; 93,911 votes (including electronic votes) against the motion ; 20,341,779 votes (including electronic votes) abstained. The motion is ratified.

III. 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) Please approve.

    • (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
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.
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
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.
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.
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 these Articles of
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
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 these Articles of
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.
8th 2022.

Resolved that:

Shareholders who are present represented 625,134,318 votes in total (including electronic votes). 604,693,709 votes (including electronic votes) ratify the motion, accounting to 96.73% of total votes ; 87,831 votes (including electronic votes) against the motion ; 20,352,778 votes (including electronic votes) abstained. The motion is approved.

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 handbook for the candidate list.

  • (5) Please elect.

Election result:

Title Name Votes Received Name of Institutional
Shareholders
Directors HSU, Shu-Tong 631,509,018 -
HSU, Shu-Ping 564,563,576 -
LEE, Kun-Yen 564,537,936 Asia Cement Corp.
WU, Ling-Ling 564,456,853 Asia Cement Corp.
Title Name Votes Received Name of Institutional
Shareholders
Douglas Jefferson HSU 649,927,582 Asia Cement Corp.
ONG Choo Kiat 620,303,286 Yue DingIndustryCo., Ltd.
LEE, Kuan-Chun 549,210,486 Yuan DingInvestment Co., Ltd.
TUNG, Li-Chen 548,620,475 Far Eastern Construction Co., Ltd.
Independent
Directors
PAN, Wen-Yen 598,565,323 -

CHU, Shao-Hua
563,305,765 -
LIU, Chorng-Jian 563,265,740 -
Li, Pin 604,098,097 -

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 Director, Global Energy Marine Transport Corp.
Hsu
(Representative of
Asia Cement 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.

Resolved that:

Shareholders who are present represented 625,134,318 votes in total (including electronic votes). 600,759,820 votes (including electronic votes) ratify the motion, accounting to 96.10% of total votes ; 252,510 votes (including electronic votes) against the motion ; 24,121,988 votes (including electronic votes) abstained. The motion is approved.

IV. Shareholders’ Speech:

Shareholder Account Number: 0326364

Summary of Question: What is the proportion of Handy-size vessels in U-Ming's newbuilding orders over the next few years?

Reply (as instructed by the Chairman and responded by President Ong):

Among the new vessels under construction scheduled for delivery between 2027 and 2028, Ultramax bulk carriers account for approximately 32% of the total deadweight tonnage.

V. Extempore Motions: None

VI. Meeting Adjourned

Chairperson: Douglas Jefferson Hsu

Recorder: Chen, Chang-Sheng

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 (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, 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 material accounting policy information (collectively referred to as the “consolidated financial statements”).

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, 2024 and 2023, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of 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, 2024. 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.

Stage of Completion of Freight Contracts

The Group’s freight revenue is recognized by reference to the stage of completion of the contract. Because management is required to exercise judgments and to have estimates to a certain extent when measuring and calculating the stage of completion of freight contracts, revenue recognition and measurement might be affected by the selection and application of calculation methods; therefore, the determination of the stage of completion of freight contracts was deemed to be a key audit matter. Refer to Note 5 to the consolidated financial statements: Material accounting judgments and key sources of estimation uncertainty for information on the stage of completion of freight contracts.

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

  1. We obtained an understanding of and tested the design and implementation of the key controls over the recognition of freight revenue.

  2. We obtained relevant documents and understood the determination of the stage of completion of freight contracts, and we confirmed that the calculation method was appropriate and applied consistently.

  3. We verified the management’s calculation of the percentage of voyages and freight revenue by collating the information on actual voyages, entering/departing reports, sailing schedules 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, 2024 and 2023 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 audit committee, 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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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, 2024, 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 audits resulting in this independent auditors’ report are Wen-Ling Liu and Xin-Wei Tai.

Deloitte & Touche Taipei, Taiwan Republic of China

March 6, 2025

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, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 24)
Financial assets at fair value through profit or loss (Notes 7 and 24)
Financial assets at fair value through other comprehensive income (Notes 8, 24 and 25)
Financial assets at amortized cost
Contract assets (Note 18)
Trade receivables from unrelated parties (Note 9)
Trade receivables from related parties (Notes 9 and 24)
Other receivables (Note 24)
Fuel inventory
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost
Investments accounted for using the equity method (Note 11)
Property, plant and equipment (Notes 12, 25 and 26)
Intangible assets
Deferred tax assets (Note 20)
Prepayments for equipment (Notes 12 and 26)
Refundable deposits (Notes 24 and 25)
Long-term receivables from related parties (Note 24)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 14, 24 and 25)
Short-term bills payable (Notes 14 and 25)
Financial liabilities at fair value through profit or loss (Note 7)
Trade payables (Note 24)
Other payables (Note 15)
Current tax liabilities (Note 20)
Current portion of long-term borrowings (Notes 14 and 25)
Other current liabilities (Notes 18 and 24)
Total current liabilities
NON-CURRENT LIABILITIES
Bank loans (Notes 14 and 25)
Deferred tax liabilities (Note 20)
Net defined benefit liabilities (Note 16)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 17)
Common share capital
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of the company
NON-CONTROLLING INTERESTS
Total equity
TOTAL
2024
Amount
%
$ 17,859,129
20
1,400,482
2
6,615,898
8
294,059
-
398,290
1
746,975
1
57,322
-
329,962
-
801,224
1
313,000
-
28,816,341
33
2,360,865
3
1,752,058
2
5,134,834
6
47,956,463
54
34,229
-
451
-
1,654,274
2
99,592
-
302,324
-
59,295,090
67
$ 88,111,431
100
$ 4,830,000
6
799,841
1
2,592
-
265,362
-
1,387,821
2
141,124
-
6,261,689
7
404,679
-
14,093,108
16
33,469,242
38
15,107
-
73,174
-
33,557,523
38
47,650,631
54
8,450,557
10
115,986
-
8,170,778
9
17,247,584
20
25,418,362
29
6,475,895
7
40,460,800
46
-
-
40,460,800
46
$ 88,111,431
100
2023
Amount
%
$ 13,499,793
17
1,317,154
2
7,921,478
10
160,764
-
437,283
1
836,651
1
16,402
-
325,975
-
606,769
1
305,145
-
25,427,414
32
2,397,502
3
1,762,785
2
4,840,703
6
43,810,923
54
39,287
-
1,820
-
1,859,564
2
98,913
-
395,030
1
55,206,527
68
$ 80,633,941
100
$ 10,672,000
13
1,459,349
2
1,292
-
246,100
-
1,069,067
1
203,024
-
3,660,187
5
365,046
1
17,676,065
22
29,032,073
36
13,989
-
88,666
-
29,134,728
36
46,810,793
58
8,450,557
11
119,009
-
7,897,055
10
13,718,373
17
21,615,428
27
3,513,005
4
33,697,999
42
125,149
-
33,823,148
42
$ 80,633,941
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, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Freight revenue (Notes 18 and 24)
Other operating revenue (Note 19)
Total operating revenue
OPERATING COSTS
Freight cost (Notes 19 and 24)
GROSS PROFIT
OPERATING EXPENSES
General and administrative expenses (Notes 19 and
24)
Expected credit loss (Note 9)
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Other income (Note 24)
Finance costs
Share of the profit or loss of associates (Note 11)
Interest income
Dividend income
Gain on disposal of property, plant and equipment
Net gain on foreign currency exchange
Net gain on financial assets and liabilities at fair
value through profit or loss
Other losses
Loss on disposal of investments
Impairment loss
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (BENEFIT) (Note 20)
NET PROFIT FOR THE YEAR
2024
Amount
%
$ 15,995,972
98
346,531
2
16,342,503
100
11,121,538
68
5,220,965
32
735,626
5
452
-
736,078
5
4,484,887
27
18,424
-
(1,486,439)
(9)
315,263
2
959,639
6
116,811
1
24,830
-
4,216
-
460,503
3
(123,235)
(1)
(28)
-
-
-
289,984
2
4,774,871
29
107,542
-
4,667,329
29
2023
Amount
%
$ 14,113,634
98
261,839
2
14,375,473
100
10,993,363
76
3,382,110
24
661,072
5
13,103
-
674,175
5
2,707,935
19
15,568
-
(1,472,927)
(10)
273,042
2
786,776
6
199,541
1
4,705
-
13,450
-
214,004
2
(10,864)
-
-
-
(79,242)
(1)
(55,947)
-
2,651,988
19
(16,882)
-
2,668,870
19

(Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 16)
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive (loss) income of
associates accounted for using the equity
method
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations
Share of the other comprehensive income (loss) of
associates accounted for using the equity
method
Other comprehensive income for the year, net
of income tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
NET PROFIT (LOSS) ATTRIBUTABLE TO
Owners of the Company
Non-controlling interests
TOTAL COMPREHENSIVE INCOME (LOSS)
Owners of the Company
Non-controlling interests
EARNINGS PER SHARE (Note 21)
Basic
Diluted
2024
Amount
%
$ 9,623
-
598,859
3
(19,196)
-
3,418,029
21
119,617
1
4,126,932
25
$ 8,794,261
54
$ 4,681,466
29
(14,137)
-
$ 4,667,329
29
$ 8,808,398
54
(14,137)
-
$ 8,794,261
54
$ 5.54
$ 5.53
2023
Amount
%
$ (12,325)
-
769,389
5
12,961
-
21,508
-
(3,042)
-
788,491
5
$ 3,457,361
24
$ 2,738,915
19
(70,045)
-
$ 2,668,870
19
$ 3,527,406
25
(70,045)
(1)
$ 3,457,361
24
$ 3.24
$ 3.24

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, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2023
Appropriation of 2022 earnings
Legal reserve
Reversal of special reserve
Cash dividends distributed by the Company
Changes in capital surplus from investments in associates accounted for
using the equity method
Net profit (loss) for the year ended December 31, 2023
Other comprehensive income (loss) for the year ended December 31,
2023, net of income tax
Total comprehensive income (loss) for the year ended December 31,
2023
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
Cash dividends claimed after over prescription by shareholders
Changes from investments in associates accounted for using the equity
method
BALANCE AT DECEMBER 31, 2023
Appropriation of 2023 earnings
Legal reserve
Cash dividends distributed by the Company
Changes in capital surplus from investments in associates accounted for
using the equity method
Net profit (loss) for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31,
2024, net of income tax
Total comprehensive income (loss) for the year ended December 31,
2024
Actual acquisition of interests in subsidiaries
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
Cash dividends claimed after over prescription by shareholders
Changes from investments in associates accounted for using the equity
method
BALANCE AT DECEMBER 31, 2024
Equity Attri butable to Owners of the Company Total Equity to
Owners of the
Company
Non-controlling
Interests
$ 32,705,309
$ 195,194
-
-
-
-
(2,535,167)
-
517
-
2,738,915
(70,045)
788,491
-
3,527,406
(70,045)
-
-
(53)
-
(13)
-
33,697,999
125,149
-
-
(2,028,134)
-
(352)
-
4,681,466
(14,137)
4,126,932
-
8,808,398
(14,137)
(17,024)
(111,012)
-
-
(8)
-
(79)
-
$ 40,460,800
$ -
Total Equity
$ 32,900,503
-
-
(2,535,167)
517
2,668,870
788,491
3,457,361
-
(53)
(13)
33,823,148
-
(2,028,134)
(352)
4,667,329
4,126,932
8,794,261
(128,036)
-
(8)
(79)
$ 40,460,800
Common Share
Capital
Capital Surplus
$ 8,450,557
$ 118,545
-
-
-
-
-
-
-
517
-
-
-
-
-
-
-
-
-
(53)
-
-
8,450,557
119,009
-
-
-
-
-
(352)
-
-
-
-
-
-
-
(2,663)
-
-
-
(8)
-
-
$ 8,450,557
$ 115,986
Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 7,454,292
$ 2,227,895
$ 11,731,182
442,763
-
(442,763)
-
(2,227,895)
2,227,895
-
-
(2,535,167)
-
-
-
-
-
2,738,915
-
-
(9,232)
-
-
2,729,683
-
-
7,556
-
-
-
-
-
(13)
7,897,055
-
13,718,373
273,723
-
(273,723)
-
-
(2,028,134)
-
-
-
-
-
4,681,466
-
-
10,629
-
-
4,692,095
-
-
(14,361)
-
-
1,153,413
-
-
-
-
-
(79)
$ 8,170,778
$ -
$ 17,247,584
Other Equity
Total
$ 2,722,838
-
-
-
-
-
797,723
797,723
(7,556)
-
-
3,513,005
-
-
-
-
4,116,303
4,116,303
-
(1,153,413)
-
-
$ 6,475,895
Exchange
Differences on
Translation of the
Financial
Unrealized
Valuation Gain
(Loss) on Financial
Assets at Fair
Value through
Other

Statements of
Foreign Operations
Comprehensive
Income
$ (709,638)
$ 3,432,306
-
-
-
-
-
-
-
-
-
-
18,466
779,257
18,466
779,257
-
(7,556)
-
-
-
-
(691,172)
4,204,007
-
-
-
-
-
-
-
-
3,537,645
578,740
3,537,645
578,740
-
-
-
(1,153,413)
-
-
-
-
$ 2,846,473
$ 3,629,334
Gain (Loss) on
Hedging
Instruments
G
$ 1
-
-
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
-
$ 1
ain on Property
Revaluation
$ 169
-
-
-
-
-
-
-
-
-
-
169
-
-
-
-
(82)
(82)
-
-
-
-
$ 87

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

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net gain 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 associates
Gain on disposal of property, plant and equipment
Impairment loss recognized on property, plant and equipment
Net (gain) loss on foreign currency exchange
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Contract assets
Trade receivables (including related parties)
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
Proceeds from sale of financial assets at fair value through other
comprehensive income
Proceeds from sale of (purchase of) financial assets at amortized cost
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease in financing provided - related parties
Payments for intangible assets
Increase in prepayments for equipment
2024
$ 4,774,871
3,525,290
20,681
452
(460,503)
1,486,439
(959,639)
(440,229)
(315,263)
(24,830)
-
(29,505)
464,667
66,271
91,557
58,413
(153,786)
(8,080)
19,262
271,729
39,633
(5,868)
8,421,562
966,094
440,229
(1,486,090)
(166,961)
8,174,834
1,961,981
7,577
(3,140,291)
25,245
2,173
173,082
(13,007)
(1,396,760)
2023
$ 2,651,988
3,246,256
22,963
13,103
(214,004)
1,472,927
(786,776)
(454,657)
(273,042)
(4,705)
79,242
40,077
351,099
(228,288)
45,173
143,287
(82,699)
(50,144)
3,328
(71,688)
103,448
(7,594)
5,999,294
697,603
454,657
(1,415,617)
(25,147)
5,710,790
115,165
(124,878)
(7,275,829)
495,214
(21,993)
-
(1,540)
(777,581)
(Continued)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Dividends received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayments of) proceeds from short-term borrowings
Repayments of short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Dividends paid to owners of the Company
Changes in non-controlling interest
Net cash (used in) generated from financing activities
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2024
$ 198,282
(2,181,718)
(5,952,000)
(660,000)
25,917,504
(19,755,189)
(2,028,136)
(128,036)
(2,605,857)
972,077
4,359,336
13,499,793
$ 17,859,129
2023
$ 71,310
(7,520,132)
3,590,000
(2,362,000)
14,902,315
(12,859,662)
(2,535,220)
-
735,433
15,103
(1,058,806)
14,558,599
$ 13,499,793

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

(Concluded)

INDEPENDENT AUDITORS’ REPORT

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

Opinion

We have audited the accompanying parent company only financial statements of U-Ming Marine Transport Corporation (collectively referred to as the “Company”), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company 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 parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Stage of Completion of Freight Contracts

The Company’s freight revenue is recognized by reference to the stage of completion of the contract. Because management is required to exercise judgments and to have estimates to a certain extent when measuring and calculating the stage of completion of freight contracts, revenue recognition and expression might be affected by the selection and application of calculation methods; therefore, the determination of the stage of completion of freight contracts was deemed to be a key audit matter. Refer to Note 5 to the parent company only financial statements: material accounting judgments and key sources of estimation uncertainty for information on the stage of completion of freight contracts.

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

  1. We obtained an understanding of and tested the design and implementation of the key controls over the recognition of freight revenue.

  2. 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.

  3. We verified the management’s calculation of the percentage of voyages and freight revenue by collating the information on actual voyages, entering/departing reports, sailing schedules and freight contracts.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’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 Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only 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:

  1. Identify and assess the risks of material misstatement of the parent company only 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.

  2. 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 Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 Company’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 parent company only 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 Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the company 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 parent company only financial statements for the year ended December 31, 2024 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 Wen-Ling Liu and Xin-Wei Tai.

Deloitte & Touche Taipei, Taiwan Republic of China

March 6, 2025

Notice to Readers

The translation version is intended for reference only. If any inconsistency between the Chinese and English versions, the Chinese version shall govern.

U-MING MARINE TRANSPORT CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6 and 22)
Financial assets at fair value through other comprehensive income - current (Note 7 and 23)
Contract assets (Note 16)
Trade receivables from unrelated parties (Note 8)
Trade receivables from related parties (Note 8 and 22)
Other receivables (Note 22)
Fuel inventory
Other current assets (Note 22)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (Note 7)
Investments accounted for using equity method (Note 9)
Property, plant and equipment (Note 10 and 23)
Intangible assets
Deferred tax assets (Note 18)
Prepayments for equipment
Refundable deposits (Note 22 and 23)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 12, 22 and 23)
Short-term bills payable (Note 12)
Trade payables (Note 22)
Other payables (Note 13)
Current tax liabilities (Note 18)
Current portion of long-term borrowings (Note 12)
Other current liabilities (Note 16 and 22)
Total current liabilities
NON-CURRENT LIABILITIES
Bank loans (Note 12 and 23)
Deferred tax liabilities (Note 18)
Net defined benefit liabilities (Note 14)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 15)
Common share capital
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity
TOTAL
2024
Amount
%
$ 80,185
-
2,381,827
4
45,559
-
21,454
-
92,872
-
15,671
-
41,021
-
67,417
-
2,746,006
4
848,753
1
64,832,076
91
2,530,540
4
27,754
-
451
-
21,560
-
53,613
-
68,314,747
96
$ 71,060,753
100
$ 4,780,000
7
749,960
1
46,640
-
457,179
-
81,188
-
4,030,000
6
26,680
-
10,171,647
14
20,350,000
29
15,107
-
63,199
-
20,428,306
29
30,599,953
43
8,450,557
12
115,986
-
8,170,778
12
17,247,584
24
25,418,362
36
6,475,895
9
40,460,800
57
$ 71,060,753
100
2023


Amount
%
$ 186,820
-
2,255,095
4
-
-
154,319
-
16,402
-
14,291
-
59,292
-
42,693
-
2,728,912
4
831,123
1
58,040,905
91
1,698,025
3
39,287
-
1,820
-
395,677
1
66,495
-
61,073,332
96
$ 63,802,244
100
$ 10,150,000
16
1,459,349
2
45,528
-
377,430
1
197,287
1
1,470,000
2
84,213
-
13,783,807
22
16,230,000
25
13,989
-
76,449
-
16,320,438
25
30,104,245
47
8,450,557
13
119,009
-
7,897,055
12
13,718,373
22
21,615,428
34
3,513,005
6
33,697,999
53
$ 63,802,244
100

The accompanying notes are an integral part of the parent company only financial statements.

U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Note 16 and 22)
OPERATING COSTS (Note 17 and 22)
GROSS PROFIT
OPERATING EXPENSES (Note 17 and 22)
(LOSS) PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Other income (Note 22)
Financial costs
Share of the profit or loss of subsidiaries and
associates (Note 9)
Interest income
Dividend income
Net gain on foreign currency exchange
Other losses
Gain (loss) on disposal of property, plant and
equipment
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE(BENEFIT) (Note 18)
NET PROFIT FOR THE YEAR
2024 %
100
75
25
27
(2)
1
(31)
283
-
6
-
-
2
261
259
2
257
2023
Amount
$ 1,820,284
1,357,852
462,432
495,266
(32,834)
23,744
(564,844)
5,149,137
2,260
114,266
2,060
(4,386)
24,830
4,747,067
4,714,233
32,767
4,681,466
Amount
%
$ 1,873,771
100
1,523,092
81
350,679
19
423,170
23
(72,491)
(4)
21,963
1
(511,262)
(27)
3,052,452
163
6,446
-
195,226
10
14,332
1
(4,726)
-
(18)
-
2,774,413
148
2,701,922
144
(36,993)
(2)
2,738,915
146
(Continued)

U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 14)
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
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
Share of the other comprehensive income of
subsidiaries, associates and joint ventures using
the equity method
Other comprehensive income for the year, net
of income tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
EARNINGS PER SHARE (Note 19)
Basic
Diluted
2024
Amount
%
$ 6,395
1
144,362
8
438,530
24
3,415,636
187
122,009
7
4,126,932
227
$ 8,808,398
484
$ 5.54
$ 5.53
2024
Amount
%
$ 6,395
1
144,362
8
438,530
24
3,415,636
187
122,009
7
4,126,932
227
$ 8,808,398
484
$ 5.54
$ 5.53
2023 2023
Amount
$ (9,377)
75,495
703,906
19,104
(637)
788,491
$ 3,527,406
$ 3.24
$ 3.24
%
(1)
4
38
1
-
42
188
$ $




The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Common Share
Capital
Capital Surplus
BALANCE AT JANUARY 1, 2023
$ 8,450,557
$ 118,545
Appropriation of 2022 earnings
Legal reserve
-
-
Special reserve
-
-
Cash dividends distributed by the Company
-
-
Changes in capital surplus from investments in associates and joint
ventures accounted for using the equity method
-
517
Net profit for the year ended December 31, 2023
-
-
Other comprehensive income for the year ended December 31, 2023, net
of income tax
-
-
Total comprehensive income for the year ended December 31, 2023
-
-
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income by associate
-
-
Cash dividends claimed after over prescription by shareholders
-
(53)
Changes from investments in associates and joint ventures accounted for
using the equity method
-
-
BALANCE AT DECEMBER 31, 2023
$ 8,450,557
$ 119,009
Appropriation of 2023 earnings
Legal reserve
-
-
Cash dividends distributed by the Company
-
-
Changes in capital surplus from investments in associates and joint
ventures accounted for using the equity method
-
(352)
Net profit for the year ended December 31, 2024
-
-
Other comprehensive income (loss) for the year ended December 31, 2024,
net of income tax
-
-
Total comprehensive income (loss) for the year ended December 31, 2024
-
-
Actual acquisition of interests in subsidiaries
-
(2,663)
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income by associate
-
-
Cash dividends claimed after over prescription by shareholders
-
(8)
Changes from investments in associates and joint ventures accounted for
using the equity method
-
-
BALANCE AT DECEMBER 31, 2024
$ 8,450,557
$ 115,986
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 7,454,292
$ 2,227,895
$ 11,731,182
442,763
-
(442,763 )
-
(2,227,895)
2,227,895
-
-
(2,535,167 )
-
-
-
-
-
2,738,915
-
-
(9,232)
-
-
2,729,683
-
-
7,556
-
-
-
-
-
(13)
$ 7,897,055
$ -
$ 13,718,373
273,723
-
(273,723 )
-
-
(2,028,134 )
-
-
-
-
-
4,681,466
-
-
10,629
-
-
4,692,095
-
-
(14,361)
-
-
1,153,413
-
-
-
-
-
(79)
$ 8,170,778
$ -
$ 17,247,584
Other Equity Total
$ 2,722,838

-
-
-
-
-
797,723
797,723
(7,556)
-
-
$ 3,513,005

-
-
-
-
4,116,303
4,116,303
-
(1,153,413)
-
-
$ 6,475,895
Total Equity
$ 32,705,309
-
-
(2,535,167 )
517
2,738,915
788,491
3,527,406
-
(53)
(13)
$ 33,697,999
-
(2,028,134 )
(352)
4,681,466
4,126,932
8,808,398
(17,024)
-
(8)
(79)
$ 40,460,800
Unrealized
Exchange
Valuation Gain
Differences on
(Loss) on
Translating the
Financial Assets
Financial
at Fair Value
Statements of
through Other
Gain (Loss) on
Foreign
Comprehensive
Hedging
Gain on Property
Operations
Income
Instruments
Revaluation
$ (709,638 )
$ 3,432,306
$ 1
$ 169

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,466
779,257
-
-
18,466
779,257
-
-
-
(7,556)
-
-
-
-
-
-
-
-
-
-
$ (691,172 )
$ 4,204,007
$ 1
$ 169

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,537,645
578,740
-
(82)
3,537,645
578,740
-
(82)
-
-
-
-
-
(1,153,413)
-
-
-
-
-
-
-
-
-
-
$ 2,846,473
$ 3,629,334
$ 1
$ 87


The accompanying notes are an integral part of the parent company only financial statements.

U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Finance costs
Interest income
Dividend income
Share of the profit of subsidiaries, associates and joint ventures
Gain on (loss) on disposal of property, plant and equipment
Net gain on foreign currency exchange
Changes in operating assets and liabilities
Contract assets
Trade receivables (including related parties)
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 used generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Payments for intangible assets
Increase in prepayment for equipment
Dividends received from investments accounted for using equity
method
Net cash generated from investing activities
2024
$ 4,714,233

219,862
20,681
564,844
(2,260)
(114,266)
(5,149,137)
(24,830)
(4,391)
(45,559)
56,395
(1,498)
18,271
(24,724)
1,112
75,186
(57,533)
(6,855)
239,531
2,378
114,266
(559,676)
(146,379)
(349,880)
(664,963)
25,245
12,882
(6,664)
(16,196)
2,444,722
1,795,026
2023
$ 2,701,922
204,202
21,761
511,262
(6,446)
(195,226)
(3,052,452)
18
(1,346)
-
44,397
8,979
(34,628)
(2,576)
11,065
(70,058)
67,511
(8,259)
200,126
6,628
195,226
(518,085)
(545)
(116,650)
(34,279)
-
(18,164)
(1,540)
(230,415)
1,838,328
1,553,930
(Continued)

U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
(Repayments of) proceeds from short-term borrowings

Repayments of short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Dividends paid
Changes in non-controlling interest
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
2024
$ (5,480,000)

(710,000)
23,720,000
(16,930,000)
(2,028,136)
(128,036)
(1,556,172)
4,391
(106,635)
186,820
$ 80,185
2023
$ 3,650,000
(2,340,000)
9,000,000
(9,145,000)
(2,535,220)
-
(1,370,220)
1,346
68,406
118,414
$ 186,820

The accompanying notes are an integral part of the parent company only financial statements.

(Concluded)