U-MING - Annual Report 2020 | FinancialReports.eu

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Disclosed information can be found at: http://mops.twse.com.tw

The First Choice for Customers Employees and Investors

Printed on May 15th, 2021

 Name, Title, Telephone Number, and E-mail Address of the Spokesman

Name：Tsung-Liang , Chang

Title：Senior Vice President Tel.：+886-2- 2737-6008 E-mail： [email protected]

 Name, Title, Telephone Number, and E-mail Address of the Acting

Spokesman

Name：Chang-Sheng, Chen Title：Vice President Tel.：+886-2- 2737-6082 E-mail： [email protected]

 Address and Telephone Number of the Company

Address：29F., No. 207, Sec. 2, Dunhua S. Rd., Da’an Dist., Taipei City 106 , Taiwan Telephone Number：+886-2- 2733-8000

 Name, Address, Website, and Telephone Number of the Agency Handling Shares Transfer

Name：Oriental Securities Corporation Address：13F., No. 16, Xinzhan Rd., Banqiao Dist., New Taipei City 220 , Taiwan Website： www.osc.com.tw

Tel.：+886-2- 7753-1699

 Name of the Certified Public Accountant who Duly Audited the Annual

Financial Report for the Most Recent Fiscal Year, and the Name, Address and Telephone Number of said Person's Accounting Firm.

Name of CPA：Zhen- Ming Li and Yi-Wen Wang Name of Accounting Firm：Deloitte & Touche Address：20F., No. 100, Songren Rd., Xinyi Dist., Taipei City 110 , Taiwan Website： www.deloitte.com.tw

Tel.：+886-2- 2725-9988

 Name of Any Exchanges where the Company's Securities are Traded Offshore, and the Method by which to Access Information on Said Offshore Securities: No

Official Website： www.uming.com.tw

U-Ming Marine 2020 Annual Report Table of Content

I. LETTER TO SHAREHOLDERS ................................................................................ 1 1. INTRODUCTION ............................................................................................................................ 1 2. OPERATION REPORT..................................................................................................................... 2 3. BUSINESS STRATEGIES AND OUTLOOK ......................................................................................... 3 II. COMPANY PROFILE ......................................................................................... 5 1. DATE OF ESTABLISHMENT AND BUSINESS ACTIVITIES ................................................................... 5 2. COMPANY HISTORY ..................................................................................................................... 5 III. CORPORATE GOVERNANCE REPORT .......................................................... 14 1. ORGANIZATION .......................................................................................................................... 14 2. DIRECTORS, SUPERVISORS AND MANAGEMENT TEAM ............................................................... 16 3. REMUNERATION TO DIRECTORS, SUPERVISORS, PRESIDENT AND VICE PRESIDENT IN 2020 ...... 27 4. IMPLEMENTATION OF CORPORATE GOVERNANCE ...................................................................... 34 5. INFORMATION OF FEES TO CPAS ............................................................................................... 81 6. INFORMATION OF CHANGING OF CPAS ..................................................................................... 82 7 、 THE CHAIRMAN, PRESIDENT AND FINANCIAL OR ACCOUNTING MANAGER OF THE COMPANY WHO HAD WORKED FOR THE INDEPENDENT AUDITOR OR THE RELATED PARTY IN THE PAST YEAR: NONE. ........................................................................................................ 83 8 、 CHANGES TO SHAREHOLDING BY DIRECTORS, SUPERVISORS, PRESIDENTS AND SHAREHOLDERS WITH 10% SHAREHOLDINGS OR MORE: ....................................................... 83 9. INFORMATION DISCLOSING THE SPOUSE, KINSHIP WITHIN SECOND DEGREE AND RELATIONSHIP BETWEEN ANY OF THE TOP TEN SHAREHOLDERS:...................................................................... 85 10. THE SHAREHOLDING OF THE COMPANY, ITS DIRECTOR, SUPERVISOR, PRESIDENT AND THE BUSINESS THAT IS CONTROLLED BY THE COMPANY DIRECTLY OR INDIRECTLY ON THE INVESTED COMPANIES ............................................................................................................ 87 IV. CAPITAL RAISED ........................................................................................... 88 1. CAPITAL AND SHARES ................................................................................................................ 88 2. CORPORATE BONDS ................................................................................................................... 97 3. PREFERRED STOCKS .................................................................................................................... 97 4. GLOBAL DEPOSITARY RECEIPTS .................................................................................................. 97 5. EMPLOYEE STOCK OPTIONS ....................................................................................................... 97 6. NEW SHARES TO EMPLOYEES WITH RESTRICTED RIGHTS ............................................................ 97 7. STATUS OF NEW SHARES ISSUANCE IN CONNECTION WITH MERGERS AND ACQUISITIONS ....... 97 8. FINANCING PLANS AND IMPLEMENTATION ................................................................................ 97 V. OPERATION HIGHLIGHTS .............................................................................. 99 1. BUSINESS ACTIVITIES ............................................................................................................... 99

U-MING MARINE ANNUAL REPORT 2020

Table of Content

2. MARKET ANDSALESOVERVIEW ........................................................................................... 105
3. INFORMATION ONEMPLOYEES ............................................................................................ 109
4. INFORMATION ONENVIRONMENTALEXPENDITURE ............................................................. 110
5. LABOR-MANAGEMENTRELATION ........................................................................................ 111
6. IMPORTANTCONTRACTS ..................................................................................................... 115
VI. FINANCIAL HIGHLIGHTS ............................................................................ 118
1. FIVE-YEARFINANCIALSUMMARY ........................................................................................ 118
2. FIVE-YEARFINANCIALANALYSIS ......................................................................................... 122
3. AUDITCOMMITTEE’S REVIEWREPORT .............................................................................. 125
4. ANNUALFINANCIALSTATEMENTS FOR THEMOSTRECENTYEAR ........................................ 126
5. ANNUALFINANCIALSTATEMENTS FOR THEMOSTRECENTYEAR ......................................... 240
6. FINANCIALDIFFICULTYINCURRED TO THECOMPANY ANDITSAFFILIATES FOR THELATEST
YEAR AND AS OF THEDATE OFPUBLISHING THEANNUALREPORT ...................................... 306
VII. REVIEW AND ANALYSIS OF THE FINANCIAL POSITION AND FINANCIAL
RESULTS AND EVALUATION ON MATTERS OF RISK ......................................... 307
1. REVIEW ANDANALYSIS ONFINANCIALPOSITIONS ................................................................. 307
2. REVIEW ANDANALYSIS ONFINANCIALPERFORMANCE ........................................................... 309
3. EXAMINATION ANDANALYSIS ONCASHFLOWS ..................................................................... 311
4. EFFECTS OFSIGNIFICANTCAPITALEXPENDITURE ONFINANCIALOPERATIONS FOR THELATEST
YEAR .................................................................................................................................... 313
5. EXAMINATION ANDANALYSIS ONINVESTMENTPOLICIES FOR THELATESTYEAR .................... 314
6. ANALYSIS ONRISKMATTERS .................................................................................................. 315
7. OTHERSIGNIFICANTEVENTS: NONE. ...................................................................................... 324
VIII. SPECIAL DISCLOSURES ............................................................................. 325
1. RELEVANTINFORMATION OFAFFILIATES ................................................................................. 325
2. PRIVATEOFFERING OFSECURITIES FOR THELATESTYEAR AND AS OF THEDATE OF
PUBLISHING THEANNUALREPORT: NONE. ......................................................................... 332
3. SHARES OF THECOMPANYHELD BY ORDISPOSED OF BYSUBSIDIARIES FOR THELATESTYEAR
AND AS OF THEDATE OFPUBLISHING THEANNUALREPORT: NONE. ................................... 332
4. OTHERNECESSARYSUPPLEMENTARYEXPLANATIONS: NONE. ................................................ 332
5. MATTERSHAVINGSIGNIFICANTEFFECTS ONSHAREHOLDER’S INTERESTS ORSECURITIES
PRICESSTATED UNDERSUBPARAGRAPH2, PARAGRAPH3, ARTICLE36 OF THESECURITIES
EXCHANGEACT FOR THELATESTYEAR AND AS OF THEDATE OFPUBLISHING THEANNUAL
REPORT. ............................................................................................................................... 332

ANNUAL REPORT 2020

U-MING MARINE

Letter to Shareholders

I. Letter to Shareholders

1. Introduction

In 2020, the market experienced a turbulence due to the COVID-19 pandemic. The market conditions were poor in the first two quarters of 2020. The Baltic Dry Index (BDI) fell to a new low of 393 points on May 14. The trade demand for raw materials such as steel and coal fell drastically, since the global economy development nearly came to a halt. In the second half of the year, benefited from the peak season for North American grain exports and governments’ efforts to revitalize the economy and expand domestic demands, the market began to recover. The index climbed to 2,097 points on October 6, reaching an annual average of 1,066 points, a year-on-year decline of 21.21%.

Affected by the pandemic, most of the nations recorded negative economic growth in 2020. According to the International Monetary Fund (IMF), among the countries with the most demands in the commodity market, only China saw a slight GDP growth of 1.9%. Other economies, such as India and emerging markets, respectively declined by 10.3% and 3.3%, and the overall economy was weak.

US-China trade war seems to have been eased as Biden won the 2020 US presidential election. However, China-Australia relations have become increasingly tense since Q4. China has banned the import of at least seven categories of Australian commodities, including coal. Numerous Australia coal cargoes anchored off Chinese ports, waiting to enter and offload the coals. Crew members were stuck in the vessels. Power restrictions and blackouts occurred in China due to an imbalance of coal supply and demand.

On the overall shipping demand, Clarksons estimated that the global volume of bulk cargo shipping in 2020 was approximately 5.138 billion tons, a year-on-year decrease of 2.1%. As for the commodities, the trade volume of coal declined by 9%, while iron ore and grains were still in strong demand. After Q2, China's manufacturing and real estate development/investment sectors gradually recovered as the pandemic subsided, increasing demand for crude steel. According to World Steel Association, China's crude steel production in 2020 reached 1,053.0 Mt, up by 5.2% on 2019. The Chinese market also strongly supported the import of iron ore, coupled with the low ore inventory of Chinese ports, the annual import reached 1.145 billion tons, a year-on-year increase of 9%. The import and export of grain were relatively unaffected by the pandemic. Global grain maritime trade increased by 6% to reach 508 million tons. China's soybean imports grew steadily due to the recovery of pig breeding capacity. The total soybean imports in 2020 exceeded 100 million tons for the first time in history, up by 14% on 2019.

The D.W.T. of ships has been growing rapidly since 2015, which continued in 2020 at a rate of 3.8%. However, with the expected increase in the number of ships installing ballast water management systems, scrubbers and other modifications to meet the IMO environmental regulations, newer ships are required, and older ships have been forced to be eliminated. In 2020, a total of 137 ships were recycled. Furthermore, orders for new ships are decreasing in the future, and market capacity is expected to decline as a result. The over-supply tonnage situation shall be mitigated and come to a more balanced state in 2021, which will help stabilize freight rates.

As of December 31, 2020, U-Ming owns a fleet of 51 ships, including own, joint venture and under-construction ships, with a total capacity of 51 ships, with a total D.W.T. of 7,468,900 tons. A total of 26 ships in the fleet have been equipped with ballast water

management systems, achieving an overall completion rate of 70.27%. Scrubbers have also been installed on 7 of U-Ming’s own ships in response to the IMO 2020 sulphur regulations.

2. Operation Report

In 2020, U-Ming's consolidated revenue for the whole year was NT$8,507,364 thousand, profit after tax was NT$878,425 thousand, and earnings per share (EPS) after tax was NT$1.04. A summary of operation highlights is as follows:

(1) Fleet Expansion

Two VLOC bulk carriers “Grand Pioneer” and "Grand Wisdom" each with a D.W.T. of 325,000 tons which U-Ming commissioned Qingdao Beihai Shipyard to build was delivered in 2020. They are U-Ming 's first two VLOC ships, and they mark the Company’s beginning to conduct the iron ore transportation business from Vale Brazil to China. The contract period is until 2045, and the total revenue will reach up to US$600 million, which will help create long-term stable cash flows and profits for U-Ming. U- Ming’s own and work-in-progress fleet includes up to 44 ships, and the average age of the bulk fleet is around 6.7 years. Taking into account the joint venture fleet, U-Ming’s fleet has a capacity of 51 ships and a total D.W.T. of 7,468,900 tons.

(2) Digital Transformation

U-Ming has cooperated with Ericsson to build a world-leading fleet safety management (FSM) system for four years since 2016. In 2020, the Company newly established a Ship Operation Center, which is capable of monitoring all ships’ key performance indicators in nearly real time, improving operational transparency, and achieving an average fuel saving of at least 2%, which translates to millions of dollars in fuel costs, per voyage. U-Ming has always utilized digital technology to achieve a more environmentally friendly and safer maritime shipping model. It also uses its resources to minimize the impact on marine ecology. The system integration is expected to help U-Ming ensure the efficiency and safety of ship operations.

(3) Strive for Long-Term Contracts

The outbreak of the COVID-19 pandemic has had an unprecedented impact on the demand in global maritime trade. Only with a prudent business strategy and a sound financial structure can a company minimize the impact of the market recession. In 2020, U- Ming and Anglo American plc., a multinational mining company, signed a 10-year transportation contract with four liquefied natural gas (LNG) dual-fuel-powered bulk carriers, which are expected to be delivered in 2023. U-Ming creates stable long-term profits by flexibly allocating spot and long-term contracts.

(4) Corporate Social Responsibility

U-Ming’s consistent efforts in sustainable operations have won recognition domestically and internationally. This year, U-Ming won the Gold Award in the Transportation Industry of the 2020 Taiwan Corporate Sustainability Awards organized by the Taiwan Institute for Sustainable Energy. It also passed the evaluation by FTSE Russell and Taiwan Stock Exchange and has been included in the FTSE4Good Emerging Index and FTSE4Good TIP Taiwan ESG Index, for the fourth consecutive year. Moreover, U-Ming

ANNUAL REPORT 2020

U-MING MARINE

Letter to Shareholders

won the "Excellent Port Operation Performance," "Excellent Industry-Academia Collaboration," "Excellent Green Shipping Development" and "Excellent Fleet Expansion" awards under the 2019 Excellent Shipping Contest by the Ministry of Transportation and Communications. In 2020, it was selected as the most outstanding shipping company in Taiwan by Asiamoney. Every award marks a meaningful affirmation of U-Ming’s competence in environmental protection, corporate social responsibility and ESG.

3. Business Strategies and Outlook

Prospectively, as the world gets vaccinated for COVID-19, the economy is expected to gradually get back on track. The IMF estimated the 2021 global economic growth to be 5.5%. Moreover, the number of ship orders in the market has reached a new low since 2003. The future market demand is expected to exceed the number of ships supplied, supporting the rebounding force of the bulk market. U-Ming is determined to continue its adoption on innovative thinking and digitization, together with cross-functional cooperations and integrated thinking, in order to develop smart ships and to provide sustainable, diversified services.

(1) Reconstruction of Brand Vision

U-Ming realizes its position in a rapidly changing bulk shipping market. In recent years, with rising awareness of environmental protection, safety and digitization we have come to understand how much the industry has changed. Therefore, we have been repositioning our brand and vision since three to four years ago, striving for brand regeneration through active transformation. In 2020, we got a rather complete visual identity system, which has gained good results and won international recognition. In 2021, U-Ming will continue to rebuild its vision, focusing on environmental protection and safety, establishing a better integrated team and a digital communication and operation platform, aiming to become a global maritime logistics company.

(2) Secure Long-Term Revenue

In 2021, despite the global economy recess due to the pandemic and political and economic issues, posing challenges to operations, U-Ming will continue to consolidate its competitive advantages. U-Ming intends to participate in commodities logistics and transportation projects with high-quality clients, expand global business, and reduce geopolitical operation risks. Meanwhile, it will seek cooperation with well-qualified business partners and properly adjust the proportion of long-term contracts to ensure stable long-term revenues.

(3) Smart Ship Development

Digital technologies has driven the shipping industry into a new era. In addition to qualifications as green ships, ship-shore integration is also of great importance for future ships. Ships will be required to reduce the information gap between the sea and the shore, optimize the routes, save time and fuel, conserve energy and reduce carbon emission. The FSM system jointly developed by U-Ming and Ericsson will progress to complete the Drop 2 project in 2021, providing more information regarding fuel consumption. U-Ming is also looking to utilize big data analysis to add more optimization systems, such as customer relations analysis to give customers faster services.

(4) Strengthen Team Work

U-Ming has a group of experienced shipping professionals. The Company plans to properly utilize its human capital through cross-functional cooperation, integrating external market resources, so as to actively expand its chartered ship and shipping agency businesses and to maximize the Company's return on investment.

(5) Sustainable and Diversified Business Development

Environmental protection policies have become increasingly stringent. The Chinese government's promotion of "coal-to-gas" and "replacing blast-furnace (BF) steelmaking with electric arc furnaces" may impact the demand of coal mines and iron ore. U-Ming stays alert to the market status and will actively explore new possibilities in the future. For example, it is evaluating offshore windfarm shipping service business, expanding LNG shipping business, and providing more diversified services.

U-Ming has been consistently fulfilling its corporate social responsibility by reducing the impact of its shipping operations on marine ecology, providing training to its crew and shore staff to strengthen their maritime safety awareness, as well as creating a good workplace for all employees’ career development. Under the prudent management team backed by a very strong balance sheet, U-Ming remains committed to creating the highest value for its shareholders.

Chairman

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ANNUAL REPORT 2020

U-MING MARINE

Company Profile

II. Company Profile

1. Date of Establishment and Business Activities

(1) Date of Establishment: August 29, 1968
(2) Business Activities
A. Vessel Carriers
B. Ship Trading
C. G401011 Shipping Agency
D. All business items that are not prohibited or restricted by law, except those

that are subject to special approval.

2. Company History

mpany	History
1968	August		Established U-Ming Transportation, operating truck
			transportation business.
1980	July		6,100-dwt bulk cement carrier “Asia Cement No. 1” was
			delivered. U-Ming got involved in maritime
			transportation.
1984	June		Reorganized and established U-Ming Marine Transport,
			specializing in maritime transportation.
	July		66,000-dwt Panamax bulk carrier ”Cemtex Pioneer” was
			delivered.
1987	September		11,000-dwt bulk cement carrier “Asia Cement No. 2” was
			delivered.
1989	January		66,000-dwt Panamax bulk carrier ”Cemtex Hunter” and
			“Cemtex Leader” were delivered.
	May		12,000-dwt bulk cement carrier “Asia Cement No. 3” was
			delivered.
1990	April		69,000-dwt Panamax bulk carrier ”Cemtex Fortune” was
			delivered.
	July		70,600-dwt Panamax bulk carrier ”Cemtex Orient” was
			delivered.
	August		149,000-dwt Capesize bulk carrier ”Cape Asia” was
			delivered.
	October		149,000-dwt Capesize bulk carrier ”Cape Australia” was
			delivered.
	December		Initial public offering.
1991	February		149,000-dwt Capesize bulk carrier ”Cape America” was
			delivered.
	August		149,000-dwt Capesize bulk carrier ”Cemtex Africa” was
			delivered.

1993	March		12,000-dwt bulk cement carrier “Asia Cement No. 5” was
			delivered.
	July		Merged with T.Network International Freight Co., Ltd.,
			U-Ming Marine Transport Corp. as the surviving
			company.
1993	August		149,000-dwt Capesize bulk carrier ”Cape Europe” was
			delivered.
	November		149,000-dwt Capesize bulk carrier ”Cape Cathay” was
			delivered.
1994	January		Incorporated U-Ming Marine Transport (Singapore) Pte
			Ltd.
	April		U-Ming Marine Transport (Singapore) Pte Ltd. was
			approved of the Auto Inclusion Scheme (AIS).
	July		149,000-dwt Capesize bulk carrier ”Cape Oceania” was
			delivered.
Continued)
1995	April		Incorporated Yue-Li Investment Corp.
	December		12,000-dwt bulk cement carrier “Asia Cement No. 6” was
			delivered.
1996	January		45,000-dwt handy size bulk carrier ”Asian Glory” was
			delivered.
	March		45,000-dwt handy size bulk carrier ”Asian Excelsior”
			was delivered.
	December		172,000-dwt Capesize bulk carrier ”Cape Venus” was
			delivered.
1997	March		172,000-dwt Capesize bulk carrier ”Cape Jupiter” was
			delivered.
	December		165,000-dwt Capesize bulk carrier ”Cape Mercury” was
			delivered.
1998	January		71,000-dwt Panamax bulk carrier ”Cemtex Renaissance”
			was delivered.
	May		19,000-dwt bulk cement carrier “Asia Cement No. 7” was
			delivered.
1999	May		80,000-dwt Panamax bulk carrier ”Cemtex Sincerity”
			was delivered.
	November		80,000-dwt Panamax bulk carrier ”Cemtex Diligence”
			was delivered.
	December		Incorporated Yue-Tung Investment Corp.

(Continued)

U-MING MARINE ANNUAL REPORT 2020

Company Profile

2000	May		80,000-dwt Panamax bulk carrier ”Cemtex Thrift” was
			delivered.
	July		80,000-dwt Panamax bulk carrier ”Cemtex Prudence”
			was delivered.
2001	November		Officially launched an Enterprise Resource Planning
			(ERP) system.
2003	March		Incorporated U-Ming Marine Transport (Hong Kong)
			Ltd.
	July		175,000-dwt Capesize bulk carrier ”Cape Mars” was
			delivered.
	November		175,000-dwt Capesize bulk carrier ”Cape Saturn” was
			delivered.
			Obtained the Corporate Operation Headquarters
			certificate.
2004	April		77,000-dwt Panamax bulk carrier ”Cemtex Pioneer” was
			delivered.
	June		77,000-dwt Panamax bulk carrier ”Cemtex Wisdom” was
			delivered.
	November		318,000-dwt super tanker "Starlight Venture" ordered by
			the strategic alliance was delivered.
2005	September		175,000-dwt Capesize ”Mineral Capeasia” ordered by the
			strategic alliance was delivered.
	October		Selected as one of “Asia’s 150 best companies” by
			BusinessWeek Asian Edition.
	November		Asia's Best Under A Billion by Forbes Asia.
			Purchased 71,535-dwt Panamax bulk carrier ”Cemtex
			Honor.”
2006	August		74,000-dwt Panamax ”Cemtex Venture” ordered by the
			strategic alliance was delivered.
2007	March		175,000-dwt Capesize ”Cape Shanghai” ordered by the
			strategic alliance was delivered.
	August		With Wah Kwong Hong Kong, jointly ordered a 177,000-
			dwt capesize bulk carrier, which was expected to be
			delivered in 2010.
	November		Ordered two 57,000-dwt Supramax bulk carriers, which
			were expected to be delivered in 2010.

(Continued)

2009 March  Nine Taiwanese ships were allowed to sail directly across the Taiwan Strait.
May  Established the Xiamen Office of U-Ming Marine Transport Corp.
June  No. 2 of the “2008 Outstanding Performance Companies” by Marine Money.
July  VLCC Starlight Venture purchased by Overseas Shipping Private Limited, a subsidiary, was delivered.
2010 June  Purchased 74,000-dwt Panamax bulk carrier "Cemtex Venture" from joint venture company.
Passed the "CG6005 Corporate Governance Evaluation" of Taiwan Corporate Governance Association.
No. 3 of the “2009 Outstanding Performance Companies” by Marine Money.
July  Signed a contract with Guangzhou Zhongchuan Longxue Shipbuilding Limited Company to build two 82,000-dwt Kamsarmax bulk carriers.
Ordered four 206,000-dwt cape size bulk carriers from Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Formed a joint venture with CPC Corporation and Chinese Maritime Transport Ltd. to found Taiwan Global Energy Maritime Co., Ltd., engaging in the transportation of crude oil and refined oil products.
August  177,000-dwt Capesize ”Cape Victory” ordered by the strategic alliance was delivered.
October  Awarded "Taiwan's Best Prestigious Benchmark Enterprise" by CommonWealth Magazine in 2010.
2011 March  Signed "Dianchang No. 5" and "Dianchang No. 7" coal vessel operation agency contracts with Taiwan Power Company.
July  176,000-dwt Capesize ”Cape Asia” ordered by the strategic alliance was delivered.
September  Incorporated U-Ming Marine (Xiamen) Services Co. Ltd.
2012 February  Ordered four 186,300-dwt cape size bulk carriers, along with options for six additional ships of the same model, from Shanghai Waigaoqiao Shipbuilding Co., Ltd.
July  Naming and delivery ceremony of the 57,000-dwt Supramax bulk carrier "Asian Champion" and naming ceremony of "Asian Triumph."
October  Naming and delivery ceremony of the 206,000-dwt cape size bulk carrier "Cape Globe."

U-MING MARINE ANNUAL REPORT 2020

Company Profile

November  Signed a contract to build two 84,000-dwt bulk carriers, along with options for two additional ships of the same model, with Oshima Shipbuilding Co., Ltd. of Sumitomo Corporation.
Purchased a newly built 98,000-dwt bulk carrier from Glocal Maritime Ltd.

(Continued)

2013 April  Naming and delivery ceremony of the 206,000-dwt cape size bulk carrier "Cape Neptune."
June  Naming and delivery ceremony of the 82,000-dwt bulk carrier "Cemtex Innovation" and naming ceremony of 82,000-dwt bulk carrier "Cemtex Creation."
July  Signed a contract to build four 186,300-dwt bulk carriers with Shanghai Waigaoqiao Shipbuilding Co., Ltd.
August  Published the first corporate social responsibility report, disclosing the Company's commitment to developing green shipping and fulfillment of corporate social responsibility.
October  Naming and delivery ceremony of the 206,000-dwt cape size bulk carrier "Cape Stars."
December  Signed a contract to build four 62,000-dwt bulk carriers with Oshima Shipbuilding Co., Ltd. of Sumitomo Corporation.
2014 January  Naming and delivery ceremony of the 206,000-dwt cape size bulk carrier "Cape Splendor."
March  Naming and delivery ceremony of the 187,882-dwt cape size bulk carrier "Cape Australia" and naming ceremony of "Cape America."
April  Naming and delivery ceremony of the 187,882-dwt cape size bulk carrier "Cape Europe" and naming ceremony of "Cape India."
July  Won the A+ level award in the 11th listed company information disclosure appraisal.
August  Published the second corporate social responsibility report, which was verified by DNV GL to meet the standards of AA1000 Type 1 moderate-level assurance and GRI G3.1 B+ Level.
October  Naming and delivery ceremony of the 85,066-dwt Panamax bulk carrier "Cemtex Hunter" and naming ceremony of "Cemtex Leader."
2015 February  U-Ming Marine (Xiamen) Services Co. Ltd. was renamed U-Ming Marine (Xiamen) International Ship

Management Co., Ltd.

			Management Co., Ltd.
	April		Naming and delivery ceremony of the 85,066-dwt
			Panamax bulk carrier "Cemtex Honor."
			Won the A++ level award in the 12th listed company
			information disclosure appraisal.
			Naming and delivery ceremony of the 187,888-dwt cape
			size bulk carrier "Cape Excelsior."
	August		Naming and delivery ceremony of the 85,066-dwt
			Panamax bulk carrier "Cemtex Fortune."
	December		Naming and delivery ceremony of the 187,888-dwt cape
			size bulk carrier "Cape Success."
2016	February		Signed a contract to build two 81,500-dwt bulk carriers
			with Oshima Shipbuilding Co., Ltd. of Sumitomo
			Corporation.
(Continued)
2016	November		Naming and delivery ceremony of the 62,466-dwt
			Ultramax bulk carrier "Asian Majesty."
2017	January		Naming and delivery ceremony of the 187,888-dwt cape
			size bulk carrier "Cape Brilliance" and naming ceremony
	March		of "Cape Galaxy."
			Naming and delivery ceremony of the 62,466-dwt
			Ultramax bulk carrier "Asian Summit" and naming
			ceremony of "Asian Prominence."
	June		U-Ming pioneered to join the Green Corridor project.
			Naming and delivery ceremony of the 62,466-dwt
			Ultramax bulk carrier "Asian Pride."
	August		U-Ming was included in the FTSE4Good Index Series.
			Signed "Dianchang No. 1" and "Dianchang No. 2"
			commissioned operations contract with Taiwan Power
			Company.
	November		U-Ming won the Silver Award in the transportation
	December		industry in the 2017 Corporate Sustainability Report
			Award.
			U-Ming won the "Excellent Project" award of the 2017
			Far Eastern Energy Conservation Golden Award.
2018	January		U-Ming Marine Transport (Singapore) Pte Ltd. signed a
			25-year long-term iron ore shipping contract with Vale
			S.A.
			U-Ming Marine Transport (Singapore) Pte Ltd. signed a
			shipbuilding contract for two 325,000-dwt VLOCs with

ANNUAL REPORT 2020

U-MING MARINE

Company Profile

Qingdao Beihai Shipbuilding Heavy Industry Co., Ltd., a Chinese company.

September  U-Ming was again included in the FTSE4Good Index Series.
U-Ming participated in the Green Corridor project and released a new dual-fuel 260,000-dwt ship model.
October  Naming and delivery ceremony of the 82,200-dwt Panamax bulk carrier "Cemtex Sincerity."
November  U-Ming won the Silver Award in the transportation industry in the 2017 Corporate Sustainability Report Award.
December  U-Ming’s FSM project won the "Honorable Mention" award of the 2018 Far Eastern Spirit Award.
2019 June  Naming and delivery ceremony of the 82,200-dwt Panamax bulk carrier "Cemtex Diligence."
July  Formed a joint venture with Tai Power Company, KUANG MING SHIPPING CORP., and KAWASAKI KISEN KAISHA, LTD. to incorporate a shipping company.
October  Organized a charity event for the 70th anniversary of Far Eastern Group: "Ocean Crisis" board game gifting ceremony, and visiting the National Museum of Marine Science and Technology.
November  Won the Gold Award in the transportation industry in the 12th Corporate Sustainability Report Award in 2019.
December  U-Ming Xiamen won the 2019 Far Eastern Spirit Award "Forward-looking Innovation" honorable mention.

(Continued)

2020 January  U-Ming (Hong Kong), a subsidiary of U-Ming Marine Transport, signed a contract with Sumitomo, Japan, for the construction of four 100,000 dwt bulk carriers at the Oshima Shipbuilding Co., Ltd. in Japan, including the construction of two ships and options of additional two.
August  Naming ceremony of the 325,000-dwt VLOC bulk carrier "Grand Pioneer.”
August  Included in the FTSE4Good Index Series.
September  Most Outstanding Shipping Company in Taiwan by Asiamoney.
November  U-Ming (Singapore) signed a contract with Shanghai Waigaoqiao Shipbuilding Co., Ltd. to build 4 LNG dualfuel Tier III bulk carriers.
November  U-Ming (Singapore) signed a 10-year shipping contract with Anglo American for 4 LNG dual-fuel bulk carriers
November  Gold Award in the Transportation Industry Corporate Sustainability Award of the 2020 Taiwan Corporate Sustainability Awards (TCSA).
December  Naming ceremony of the 325,000-dwt VLOC bulk carrier "Grand Wisdom.”
2021 January  U-Ming (Singapore) contracted Qingdao Beihai Shipbuilding Heavy Industry to build two 210,000-dwt bulk carriers, including options for two additional vessels.
February  Investment in offshore windfarm support vessel projects. April  U-Ming (Hong Kong) signed a contract with Sumitomo, Japan, for the construction of two 100,000 dwt bulk carriers at the Oshima Shipbuilding Co., Ltd. in Japan.
May  U-Ming (Singapore) signed a contract with Qingdao Beihai Shipbuilding Heavy Industry to build two 210,000-dwt bulk carriers.

U-Ming Marine Transport Corp. is one of the eight largest listed companies of the Far Eastern Group in Taiwan. It is mainly engaged in bulk shipping business. U-Ming’s fleet includes various ship models, such as Capesize, Panamax, handy size bulk carrier, cement carrier, very large ore carrier (VLOC) and very large crude carrier (VLCC). As of May 15, 2021, there are a total of 48 ships in the fleet, including joint venture-built and agency operated ships, and additional 12 new ships under construction are planned to be added to the fleet in the next three years, making the total number of ships reach 60, a total D.W.T. of 8.39 million. U-Ming's future fleet operation will aim at low fuel consumption, energy

U-MING MARINE ANNUAL REPORT 2020

Company Profile

saving and carbon emission reduction, in line with Far Eastern Group's environmental protection policies. Through ship replacement projects, U-Ming strives for the goals of rejuvenating the fleet and enhancing its competitive advantages, continuing to seize business opportunities and pioneer in the market.

U-Ming has sufficient funds and a sound financial structure. With Taiwan as its corporate operating headquarters, U-Ming is globally laid out. In addition to reinvesting in U-Ming Marine Transport (Singapore) Pte Ltd. and U-Ming Marine Transport (Hong Kong) Ltd., U-Ming Marine (Xiamen) Services Co. Ltd. was founded in 2011 and renamed U-Ming Marine (Xiamen) International Ship Management Co., Ltd. in 2015, due to the goal of further development and business expansion in the Chinese market. In the future, U-Ming will continue manifesting the Far Eastern motto of "Sincerity, Diligence, Thrift, Prudence, and Innovation," and will stay up-to-date with the global trend by adding digitalization and technological enhancement to its operation policies. With visions such as "shipping as a core expertise," "U-Ming to be a world-class logistics and transportation company," "to become customers’, employees’ and investors’ top choice," U-Ming intends to continue operating with sustainable development as its ultimate principle.

III. Corporate Governance Report

1. Organization

==> picture [464 x 457] intentionally omitted <==

----- Start of picture text -----

(1) Organizational Chart Shareholders’
Meeting
A u d i t
Board of Directors
Committee
Chairman, Vice Compensation
Chairman of Committee
the Board
P r e s i d e n t
Auditing
Division
P r e s i d e n t ’s
O f f i c e
Division
Marine Division Business Division Finance Division
Accounting Division
H e a l t h D i v i s i o n Occupational Safety & Engineering & Material Administration Division
----- End of picture text -----

(2) Major Corporate Functions

1. President’s Office

Implement board resolutions, formulate major operating strategies, evaluate mid- and

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long-term investment benefits, and assist the President in handling daily affairs and assignments.

Auditing Division
Handle audit-related matters of the businesses, conduct internal audit in accordance with the Company’s "Internal Control System," "Internal Audit System and Enforcement Rules" and self-assessed procedures.
Business Division
Operations of Panamax bulk carriers, Handymax bulk carriers and cement carriers, as well as the operations of chartered ships, shipping contracting, cargo dispute settlement, international market research, fuel supply, and the development of measures to stabilize mid- and long-term freight rates, etc.
Marine Division
Handle matters related to navigation, marine technology, crew management, fleet quality control audit, maritime accident handling and safety assurance.
Engineering & Material Division

New ship ordering, new ship plan approval, construction supervision, material

supply, ship maintenance and all other engineering and material related matters.
Finance Division
Capital management related matters such as financing, foreign exchange, cashier and investment; finance related matters such as listed company stock operations, marine insurance claims, etc.
Accounting Division
Accounting, budget preparation, cost calculation, taxation and other accounting related matters, as well as other matters such as business performance evaluation, overall business plan analysis, research and development, and preparation of corporate social responsibility reports.
Administration Division
Staff related matters, such as human resources management, salary and benefits, education and training, labor insurance; administrative tasks such as general affairs, documents, public relations, corporate governance, board of directors and shareholders meetings, implementation of computerized operations, office, etc.
Occupational Safety & Health Division
Planning, execution and supervision of safety and health matters, ship safety inspection, occupational accident prevention, etc.

2. Directors, Supervisors and Management Team

(1) Directors

A. Information on directors

					April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021	April 12, 2021
Title	Nation ality or Locati on of Registr ation	Name	Gen der	Date Elect e d	Te r m	Date First Electe	d Shareholdin g when Elected		Current Shareholdin g		Spouse & Minor Sharehol ding		Experie n c e (Educati o n )	Other Positions	E x e c u t i v e s , D i r e c t o r s or Supervisors w h o a r e s p o u s e s o r w i t h i n t w o d e g r e e s o f k i n s h i p			Rem a r k
							Numbe r of Shares	%	Numbe r of Shares	%	Num ber of Shar es	%			Title	Nam e	Rela tion
Chair man	R.O.C .	Hsu, Shu- Tong	Male	6.13.201 9	3 yea rs	5.15.19 95	992,133	0.12	992,133	0.12	0	0.00	Master’s degree, University of Notre Dame	Chairman of Far Eastern Departmen t Stores Co., Ltd. and Oriental Union Chemical Co., Ltd.	Direct or Direct or	Dougl as Jeffers on Hsu Hsu, Shu- Ping	Son Broth er	N/A
Direct or	R.O.C .	Hsu, Shu- Ping	Male	6.13.201 9	3 yea rs	6.13.201 9	83,595	0.01	83,595	0.01	1,000	0.00	Master’s in Operations Research, Stanford University	Vice Chairman of Far Eastern New Century Corporatio n; President of Ding & Ding Manageme nt Consultant s Co., Ltd.	Chair man	Hsu, Shu- Tong	Broth er	N/A
Direct or	R.O.C .	Represe ntative ~~o~~f Asia Cement : Chang, Tsai- Hsiung	Male	6.13.201 9	3 yea rs	1.16.19 85	331,701,152	39.25	331,701,152	39.25	0	0.00	President, Asia Cement Corporatio n	Managing Director, Asia Cement Corporatio n	N/A	N/A	N/A	N/A
	R.O.C .			6.13.201 9		1.16.19 85	303,997	0.04	303,997	0.04	103,196	0.01
Direct or	R.O.C .	Represe ntative ~~o~~f Asia Cement : Lee,	Male	6.13.201 9	3 yea rs	1.16.19 85	331,701,152	39.25	331,701,152	39.25	0	0.00	Chairman, Ya Tung Ready Mixed Concrete Co., Ltd.	Director/Pr esident, Asia Cement Corp.	N/A	N/A	N/A	N/A
	R.O.C .			6.13.201 9		5.15.20 01	67,558	0.01	67,558	0.01	0	0.00

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		Kun- Yen
Direct or	R.O.C .	Represe ntative ~~o~~f Asia Cement : Dougla s Jeffers on Hsu	Male	6.13.201 9	3 yea rs	1.16.19 85	331,701,152	39.25	331,701,152	39.25	MBA, Mendoza College of Business, University of Notre Dame	Chief Innovation Officer, Far Eastern Group; Executive Vice President, U-Ming Marine Transport Corp.; Director, Far EasTone Telecomm unications	Chair man	Hsu, Shu- Tong	Father	N/A
	U.S.A .			6.13.201 9		6.5.200 7	0	0.00	0	0.00
Direct or	China (Hong Kong)	Tung, Chee- Chen	Male	6.13.201 9	3 yea rs	5.21.20 04	0	0.00	0	0.00	Master in Mechanica l Engineerin g, Massachus etts Institute of Technolog y,USA	Chairman, Island Navigation Corporatio n Internation al Ltd.	N/A	N/A	N/A	N/A
Direct or	R.O.C .	Represe ntative of Yue Ding Industry Co., Ltd.: Choo- Kiat Ong	Male	6.13.201 9	3 yea rs	6.24.201 3	93,000	0.01	93,000	0.01	Bachelor of Industrial and Business Manageme nt, Nanyang University, Republic of Singapore	Director, Taiwan Global Energy Maritime Co., Ltd.; Director, The Steamship Mutual Underwriting Association; President, U- Ming Marin Transport Corp.	N/A	N/A	N/A	N/A
	Singapo re			6.13.201 9		5.15.20 01	41,400	0.00	41,400	0.00

(Continued)

Title	Nation ality or Locati on of Registr ation	Name	Gen der	Date Elect e d	Te r m E	Date First lected	Shareholdin g when Elected	Shareholdin g when Elected	Current Shareholdin g	Current Shareholdin g	Spouse & Minor Sharehol ding	Spouse & Minor Sharehol ding	Experie n c e (Educati o n )	Other Positions	E x e c u t i v e s , D i r e c t o r s or Supervisors w h o a r e s p o u s e s o r w i t h i n t w o d e g r e e s o f k i n s h i p	E x e c u t i v e s , D i r e c t o r s or Supervisors w h o a r e s p o u s e s o r w i t h i n t w o d e g r e e s o f k i n s h i p	E x e c u t i v e s , D i r e c t o r s or Supervisors w h o a r e s p o u s e s o r w i t h i n t w o d e g r e e s o f k i n s h i p	Rem a r k
							Numbe r of Shares	%	Numbe r of Shares	%	Num ber of Shar es	%			Title	Nam e	Rela tion

Direct or	R.O.C .	Represe ntative ~~o~~f Yuan Ding Investm ent Co., Ltd.: Lee, Kuan- Chun	Male	6.13.201 9	3 yea rs	5.15.19 95	0	MBA, Texas A&I University, USA	Director of Far Eastern New Century Corporatio n, Far EasTone Telecomm unications, and Asia Cement Corp.	N/A	N/A	N/A	N/A
	R.O.C .			6.13.201 9		6.15.19 87	0
Indepe ndent Direct or	R.O.C .	Chu, Shao- Hua	Male	6.13.201 9	3 yea rs	6.8.201 6	0	M.S., Chemical Engineerin g and Petroleum Refining, Colorado School of Mines, USA	Executive Director, Taiwan Institute of Chemical Engineers; Director, Taiwan Green Productivit y Foundatio n; Executive Director, Chinese Petroleum Institute	N/A	N/A	N/A	N/A
Indepe ndent Direct or	R.O.C .	Pan, Wen- Yan	Male	6.13.201 9	3 yea rs	6.13.201 9	552	Ph.D. Chemical Engineerin g, University of Wyoming	Chairman, CTCI Foundatio n	N/A	N/A	N/A	N/A
Indepe ndent Direct or	R.O.C .	Liu, Chorng -Jian	Male	6.13.201 9	3 yea rs	6.8.201 6	0	Ph.D. in Social Economic Planning, University of Tsukuba, Japan	Professor, Departmen t of Economics , National Taipei University	N/A	N/A	N/A	N/A

Note 1: Representatives of Asia Cement Corporation as a corporate shareholder: Chang Tsai-Hsiung, Lee Kun-Yen, Douglas Jefferson Hsu

Representative of Yuan Ding Investment Co., Ltd. as a corporate shareholder: Lee Kuan-Chun

Representative of Yue Ding Industry Co., Ltd. as a corporate shareholder: Choo-Kiat Ong

All others are individual directors.

Note 2: The shareholding ratios in this table are based on the total number of shares issued by the Company as of

April 12, 2021 (the closing date), which is 845,055,712 shares.

Note 3: None of the directors hold any shares in the names of others.

Note 4. In this table, information such as the date elected, date first elected, shareholding when electing, current shareholding, and spouse and minor shareholding, belongs to the corporate shareholder while listed former, and belongs to the individual representative while listed latter.
Note 5. There is no situation where the chairman and the president or persons with equivalent positions (top
managers) are the same person, each others’ spouse or relatives.

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(2) Major Shareholders of Corporate Directors and Supervisors

A. Major corporate shareholders

(2) Major Shareholders of Corporate Directors and Supervisors A. Major corporate shareholders	(2) Major Shareholders of Corporate Directors and Supervisors A. Major corporate shareholders	(2) Major Shareholders of Corporate Directors and Supervisors A. Major corporate shareholders
April 12,2021
Name of corporate shareholder (Note 1)	Main shareholders of corporate shareholders (Note 2)	Shareholdin g Ratio
Asia Cement Corporation	Far Eastern New Century Corporation Far Eastern Medical Foundation China Life Insurance Co., Ltd. Employee Retirement Fund Management Committee Cathay United Bank Trust Fund Account for Yuanta/P- shares Taiwan Dividend Plus ETF Far Eastern New Century Corporation Employee Retirement Fund Management Committee Yuan Ding Investment Co., Ltd. Far Eastern Department Stores Co., Ltd. Chunghwa Post Co., Ltd. Yuan Ze University	22.33% 5.40% 2.09% 1.70% 1.70% 1.59% 1.57% 1.49% 1.46% 1.41%
Yue Ding Industry Co., Ltd.	Fu-Da Transport Corp. U-Tong Investment Co., Ltd. An Ho Garment Co., Ltd. Din Yuang Investment Co., Ltd. Tong Fu Investment Co., Ltd. Ya Li Precast Prestressed Concrete Industries Corp. Ltd. Ta Chu Chemical Fiber Co., Ltd. Yuan Ding Co., Ltd. Bai Ding Investment Co., Ltd. Yue MingTradingCompanyLimited	26.95% 25.36% 15.66% 13.20% 4.61% 3.89% 3.89% 2.59% 2.31% 1.53%
Yuan Ding Investment Co., Ltd.	Far Eastern New Century Corporation An Ho Garment Co., Ltd. Ta Chu Chemical Fiber Co., Ltd.	99.40% 0.30% 0.30%

Note 1: If the director is a representative of a corporate shareholder, the name of the corporate shareholder is filled in.

Note 2: The names and shareholding ratios of the corporate shareholders’ main shareholders who are corporates and whose shareholding ratios are among the top ten are listed in the next table.

Note 3: If a corporate shareholder is not a company or organization, the name of the shareholder and shareholding ratio, namely the name of the investor or donor and the ratio of capital contribution or donation, shall be disclosed.

B. Major shareholders of main corporate shareholders

B. Major shareholders of main corporate shareholders	B. Major shareholders of main corporate shareholders	B. Major shareholders of main corporate shareholders
April 12,2021
Name of corporate (Note 1)	Main shareholders of corporate (Note 2)	Sharehold ing Ratio
Far Eastern New Century Corporation	Asia Cement Corporation Oriental Institute of Technology Far Eastern Medical Foundation Far Eastern Foundation Yuan Ze University Nan Shan Life Insurance Co., Ltd. Hsu, Shu-Tong Fubon Life Insurance Co., Ltd. Der Ching Investment Corporation China Life Insurance CompanyLimited	23.77% 4.81% 3.61% 3.42% 2.74% 2.23% 1.71% 1.57% 1.55% 1.43%
Far Eastern Medical Foundation	Hsu, Yu-Ziang He, Zong-Yan Wang, Shu-Peng Hsu, Wei-Yuan Huang, Ying-Chong Hsu, Shu-Tong Yang, Ming-Te Hsu, Hsu-Shih Xi, Chia-Yi Hsu, Shu-Song Yu, Wei-San	76.90% 2.31% 2.31% 2.31% 2.31% 2.31% 2.31% 2.31% 2.31% 2.31% 2.31%
China Life Insurance Co., Ltd.	China Development Financial Holding Corporation KGI Securities Videoland Television Network Cathay Life Insurance Company, Ltd. Chan, Ling-Lang Sung, Kuang-Ming iShares MSCI Taiwan Capped ETF Chen, Shih-Chin CitiBank Taiwan Trust Account for the Investment in Central Bank of Norway Huang,Pei- Ju	47.30% 8.66% 2.42% 1.27% 1.24% 0.72% 0.66% 0.63% 0.60% 0.60%
Far Eastern Department Stores Co., Ltd.	Far Eastern New Century Corporation Yuan Ding Investment Co., Ltd. Asia Cement Corporation Yuan Tone Investment Co., Ltd. Chia-Yuan Investment Co., Ltd. Yuan Ze University PJ Asset Management Co., Ltd. Far Eastern Department Stores Ltd. Employee Retirement Fund Management Committee Yu Yuan Investment Co., Ltd. Tranquil Enterprise Ltd.	17.06% 9.87% 5.65% 5.48% 5.31% 4.75% 4.52% 2.11% 2.06% 2.03%
Chunghwa Post Co.,Ltd.	Ministryof Transportation and Communication R.O.C.	100%
Yuan Ze University	U-Ming Marine Transport Corp. Far Eastern Medical Foundation Far Eastern New Century Corporation Fu Ming Transport Corporation Far Eastern Foundation Asia Cement Corporation Hsu, Ju-Fang Hsu,Yu-Ziang	55.21% 26.05% 5.52% 5.25% 4.91% 2.76% 0.28% 0.01%

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	Yu,Chao-Chong	0.01%
(Continued)
Name of corporate (Note 1)	Main shareholders of corporate (Note 2)	Sharehold ing Ratio
Fu-Da Transport Corp.	Fu Ming Transport Corporation Asia Investment Corporation Xi, Chia-Yi Lee, Kun-Yen Wang, Zi-Wen	99.87% 0.03% 0.03% 0.03% 0.03%
U-Tong Investment Co., Ltd.	U-Ming Marine Transport Corp. U-Ming Marine Transport (Singapore) Pte Ltd.	73.54% 26.46%
An Ho Garment Co., Ltd.	Far Eastern New Century Corporation	100.00%
Din Yuang Investment Co., Ltd.	Far Eastern New Century Corporation	100.00%
TongFu Investment Co.,Ltd.	Oriental Union Chemical Co., Ltd.	100.00%
Ya Li Precast Prestressed Concrete Industries Corp. Ltd.	Asia Cement Corporation Far Eastern General Contractor Inc. Chang, Tsai-Hsiung Lee, Kun-Yen Shao, Rui-Hui Yang, Hui-Kuo Hsu, Shu-Tong Hsu, Shu-Song Yang, Hui-Min Cheng, Tsan-Feng	83.81% 16.03% 0.03% 0.03% 0.03% 0.02% 0.01% 0.01% 0.01% 0.01%
Ta Chu Chemical Fiber Co., Ltd.	Yuan Ding Investment Co., Ltd. Yue Ding Industry Co., Ltd. Yue-Li Investment Corp. Yang, Hui-Kuo	41.86% 38.76% 19.38% 0.00%
Yuan Ding Co., Ltd.	Far Eastern New Century Corporation Asia Cement Corporation Der Ching Investment Corporation Yuan Ding Investment Co., Ltd. Yue Ming Trading Company Limited Far Eastern Department Stores Co., Ltd. Hsu, Shu-Tong Hsu, Ju-Fang Jameson Hsu Hsu, Shu-Ping Hsu, He-Fang Hsu, Hsueh-Fang	37.13% 35.50% 14.50% 12.86% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Bai Ding Investment Co., Ltd.	Far Eastern Department Stores Co., Ltd. Bai-Yang Investment Co., Ltd.	66.66% 33.34%
Yue Ming Trading Company Limited	Bai Ding Investment Co., Ltd. Yuan Ding Investment Co., Ltd. Yue Ding Industry Co., Ltd. Ding & Ding Management Consultants Co., Ltd. Yuan Ding Co., Ltd. Yuan DingLeasing Corp.	47.00% 45.50% 5.00% 1.00% 1.00% 0.50%

Note 1: If the director is a representative of a corporate shareholder, the name of the corporate shareholder is filled in.

Note 2: The names and shareholding ratios of the corporate shareholders’ main shareholders whose shareholding ratios are among the top ten. Note 3: If a corporate shareholder is not a company or organization, the name of the shareholder and shareholding ratio, namely the name of the investor or donor and the ratio of capital contribution or donation, shall be disclosed.

C. Directors’ professionalism and independence

December 31, 2020

Criteria Name	Meet One of the Following Professional Qualification R e q u i r e m e n t s , Together with at Least Five Ye a r s Wo r k E x p e r i e n c e	Meet One of the Following Professional Qualification R e q u i r e m e n t s , Together with at Least Five Ye a r s Wo r k E x p e r i e n c e	Meet One of the Following Professional Qualification R e q u i r e m e n t s , Together with at Least Five Ye a r s Wo r k E x p e r i e n c e	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Independence Criteria (Note 1)	Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director
	An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University	A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company	Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company	1	2	3	4	5	6	7	8	9	10	11	12
Hsu, Shu- Tong																N/A
Hsu, Shu- Ping																N/A
Chang, Tsai- Hsiung																N/A
Lee, Kun- Yen																N/A
Douglas Jefferson Hsu																N/A
Tung, Chee-Chen																N/A
Choo-Kiat Ong																N/A
Lee, Kuan- Chun																N/A
Chu, Shao- Hua																N/A
Pan, Wen- Yan																2
Liu,																N/A

Note 1: Please tick the corresponding boxes if directors or supervisors have been any of the following during the two years prior to being elected or during the term of office.

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C o r p o r a t e G o v e r n a n c e R e p o r t

(a) Not an employee of the Company or any of its affiliates.
(b) Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(c) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
(d) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
(e) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. The same does not apply, however, to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(f) If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. The same does not apply, however, to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(g) If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. The same does not apply, however, to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(h) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. The same does not apply, however, where the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company, or to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(i) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration

committee, public tender offer review committee, or special committee for

merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

(j) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
(k) Never been a person of any conditions defined in Article 30 of the Company Act.
(l) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

D. Diversity of Board Members

(1) Formulate and disclose the policy on board member diversity

The Company passed the amendment to the Corporate Governance Principles in the sixth meeting session of the seventeenth Board of Directors on May 3, 2017. It is clearly stipulated in the Principles the diversification policy for the Company’s board members. The provisions are as follows:

Chapter 3 Strengthening of the competence of the board of directors Article 11 The composition of the board shall be based on the principle of diversity, and all members shall possess the necessary knowledge, skills, and cultivation required for the performance of their duties. To achieve the goal of optimal corporate governance, board members shall possess the following skills and abilities:

Ability to exercise operational judgment
Accounting and financial analysis skills
Business management skills
Crisis management skills
Industry knowledge
Global market vision
Leadership skills
Decision-making skills
(2) Specific objectives and implementation status of the policy on board member diversity
Management objectives of the Company's board member diversity:
Each member shall have at least five of the following professional backgrounds: business management, leadership decision-making, industry knowledge, financial accounting, global market vision, crisis management, environmental protection. Each specified background shall be owned by at least two members.
At least one director shall be under 60 years old.
The number of independent directors shall account for 20% or more, and any independent director shall not serve beyond three terms.

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The Company elected the eighteenth board of directors at its 2019 annual shareholders’ meeting. The composition of the board shall be diversified, and every member shall have certain required knowledge, skills and literacy to perform their duties and to achieve the goals of corporate governance. The policy implementation status is as follows:

December 31, 2020

Key Items of Diversity Name	Gender	Age	Nationality	Business Managem ent	Leadership Decision-Making	Industry Knowledge	Financial Accounting	Global Market Vision	Crisis Management	Environmenta l Protection
Hsu, Shu- Tong	Male	Above 70	R.O.C.						
Hsu, Shu-Ping	Male	Above 70	R.O.C.						
Chang, Tsai- Hsiung	Male	Above 70	R.O.C.						
Lee, Kun-Yen	Male	Above 70	R.O.C.						
Douglas Jefferson Hsu	Male	40~50	U.S.A.						
Tung, Chee- Chen	Male	Above 70	Hong Kong, China						
Choo-Kiat Ong	Male	Above 70	Singapore						
Lee, Kuan- Chun	Male	Above 70	R.O.C.						
Chu, Shao- Hua	Male	Above 70	R.O.C.							
Pan, Wen-Yan	Male	Above 70	R.O.C.							
Liu, Chorng- Jian	Male	60~70	R.O.C.						

Note 1: 2 of the Company’s current 11 directors serve concurrently as employees, accounting for 18.2%. There are 3 independent directors, accounting for 27.3%, of which 2 independent directors have a length of service of 3 to 6 years, and one 0 to 3 years.

(2) Information of President, Vice Presidents, Assistant Presidents, and Branch Supervisors

April 12, 2021

Title	Nationality	Name	Gender	Date Effective	Shareholding	Shareholding	S p o u s e & m i n o r s h a r e h o l d i n g	S p o u s e & m i n o r s h a r e h o l d i n g	E x p e r i e n c e ( E d u c a t i o n )	O t h e r p o s i t i o n s	M a n a g e r s wh o a r e S p o u s e o r within two degrees of k i n s h i p	M a n a g e r s wh o a r e S p o u s e o r within two degrees of k i n s h i p	M a n a g e r s wh o a r e S p o u s e o r within two degrees of k i n s h i p	Note
					Shares	%	Shares	%			T i t l e	N a m e	Relatio n
President	Singapore	Choo-Kiat Ong	Male	7.12.2000	41,400	0.00	0	0.00	Bachelor of Industrial and Business Management, Nanyang University, Republic of Singapore	President, U-Ming Marine Transport (Singapore) Pte Ltd.	N / A	N / A	N / A	N / A
Executive Vice President	U.S.A.	Douglas Jefferson Hsu	Male	3.6.2017	0	0.00	0	0.00	MBA, Mendoza College of Business, University of Notre Dame	Director, U-Ming Marine Transport (Singapore) Pte Ltd.	N / A	N / A	N / A	N / A
Senior Vice President	R.O.C.	Chu-Sheng Wu	Male	3.6.2017	0	0.00	0	0.00	Master of Shipping Technology, National Taiwan Ocean University	Director, U-Ming Marine Transport (Singapore) Pte Ltd.	N / A	N / A	N / A	N / A
Senior Vice President (CFO)	R.O.C.	Tsung-Liang , Chang	Male	12.22.2010	1	0.00	0	0.00	Master of Business Administration, Tunghai University	Director, U-Li and U- Tong Investment Co., Ltd.	N / A	N / A	N / A	N / A
General Manager, Finance Division	R.O.C.	Ching-Lin, Wang	Male	5.2.2019	0	0.00	457	0.00	Bachelor of Department of International Business, Soochow University	Director, U-Ming Marine Transport (Hong Kong) Co., Ltd.	N / A	N / A	N / A	N / A
Vice President, Administration Division	R.O.C.	Chang-Sheng, Chen	Male	8.5.2016	0	0.00	0	0.00	Master of Business Administrate School of Business, Oklahoma City University	Director, U-Li and U- Tong Investment Co., Ltd.	N / A	N / A	N / A	N / A
Special Assistant to President, Occupational Safety & Health Divisio	R.O.C.	Huan-Chang, Chen	Male	8.12.2013	0	0.00	0	0.00	Master of Business Administration, National Chengchi University	N/A	N / A	N / A	N / A	N / A
General Manager, Engineering & Material Division	R.O.C.	Jui-Hua, Chang	Male	7.16.2020	0	0.00	0	0.00	Master of Merchant Marine, National Taiwan Ocean University	N/A	N / A	N / A	N / A	N / A
General Manager, Auditing Division	R.O.C.	Bi-Shuang, Tsai	Female	8.10.2015	0	0.00	0	0.00	EMBA, Far Eastern Industry University, College of Management, Yuan Ze University	N/A	N/A	N/A	N/A	N / A
General Manager, Business Division	R.O.C.	Chao-Hung, Chu	Male	3.6.2017	3,617	0.00	0	0.00	Bachelor of Marine, Chinese Cultural University	N/A	N/A	N/A	N/A	N / A
General Manager, Marine Division	R.O.C.	Shou-Lin, Liu	Male	3.6.2017	0	0.00	0	0.00	Bachelor of Marine Mechanical Engineering, R.O.C. Naval Academy	N/A	N/A	N/A	N/A	N / A

Note 1: Information on the president, senior vice presidents, vice presidents, general managers of departments and branches, and all thosed whose positions are equivalent to the president, vice presidents, and general managers, regardless of job title, shall be disclosed in this section.

Note 2: None of the president, senior vice presidents, vice presidents, or any general managers of any departments hold any shares by nominee agreement.

Note 3: There is no situation where the chairman and the president or persons with equivalent positions (top

managers) are the same person, each others’ spouse or first-degree relatives.

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3. Remuneration to Directors, Supervisors, President and Vice President in 2020

(1) Remuneration to directors
i. Remuneration to regular directors and independent directors

(In Thousands of New Taiwan Dollars)

Title	Name (Note 1)	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Ratio of total remuneration (A+B+C+D+E+ F+G) to net income (%) (Note 10)	Ratio of total remuneration (A+B+C+D+E+ F+G) to net income (%) (Note 10)	Relevant Remuneration Received by	Relevant Remuneration Received by	Relevant Remuneration Received by	Relevant Remuneration Received by	Directors Who are Also Employees	Directors Who are Also Employees	Directors Who are Also Employees	Directors Who are Also Employees	Ratio of total compensation (A+B+C+D+E+ F+G) to net income (%) (Note 10)	Ratio of total compensation (A+B+C+D+E+ F+G) to net income (%) (Note 10)	Compensation from invested companies other than the Company’s subsidiaries or from parent company (Note 11)
		Base compensation (A) (Note 2)		Severance pay (B)		Directors Compensation (C) (Note 3)		Allowances (D) (Note 4)				Salary, bonuses, and allowances (E) (Note 5)		Severance pay (F)		Employee compensation (G) (Note 6)
		The Company	All Companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company		All companies in the financial statements (Note 7)		The Company	All companies in the financial statements (Note 7)
																Cash bonus	Employee bonus-in stock	Cash bonus	Empl oyee bonus -in stock
Chairman	Hsu, Shu-Tong	0	0	0	0	5,390	5,390	288	288	0.65	0.65	10,440	15,050	0	0	1,800	0	1,800	0	2.04	2.56	236,813
Director	Hsu, Shu-Ping
Director	Representative of Asia Cement Corporation: Chang, Tsai-Hsiung Lee, Kun-Yen Douglas Jefferson Hsu
Director	Tung, Chee-Chen
Director	Representative of Yue Ding Industry Co., Ltd.: Choo-Kiat Ong
Director	Representative of Yuan Ding Investment Co., Ltd.: Lee, Kuan-Chun
Independent Director	Chu, Shao-Hua	0	0	0	0	3,000	3,000	732	732	0.42	0.42	0	0	0	0	0	0	0	0	0.42	0.42	0
Independent Director	Pan, Wen-Yan
Independent Director	Liu, Chorng-Jian

(Continued)

Directors and Independent Directors’ remuneration policies, procedures, standards and structure, as well as the linkage to responsibilities, risks and time spent: The Company’s Articles of Association provide that the compensation to directors (including independent directors) shall be no more than 1% of annual pre-tax profits less the employee remuneration and directors’ remuneration, and upon approval by the remuneration committee and the board of directors, shall be submitted and reported to the annual shareholders’ meeting in accordance with the law.

The remuneration to independent directors is based on the following principles: (1) remuneration standards of domestic and foreign listed companies in the bulk shipping industry and external remuneration benchmark companies; (2) performance evaluation results in accordance with the Company’s "Rules of Board Performance Evaluation"; (3) the Company's overall operation performance; (4) future development of the industry; (5) business risks.

Other than that disclosed in the above table, remuneration received by the directors of the Company for providing services to any companies mentioned in the financial statements (e.g. serving as an external consultant) in the most recent year: None

ii. Scale of remuneration

ii. Scale of remuneration
Remuneration scale applicable to the Company's directors	Names of Directors
	Total of (A+B+C+D)		Total of (A+B+C+D+E+F+G)
	The company (Note 8)	All companies in the financial statements (Note 9)	The company (Note 8)	All investment businesses (I) (Note 9)
Below NT$1,000,000	N/A	N/A	N/A	N/A
NT$1,000,000`～`NT$1,999,999	Tung, Chee-Chen, Liu, Chorng-Jian, Chu, Shao-Hua, Pan, Wen-Yan, Hsu, Shu-Ping Asia Cement Corporation (Representative-Chang, Tsai-Hsiung, Lee, Kun-Yen, Douglas Jefferson Hsu) Yuan Ding Investment Co., Ltd. (Representative-Lee, Kuan-Chun) Yue Ding Industry Co., Ltd. (Representative-Choo-Kiat Ong) Hsu,Shu-Tong	Tung, Chee-Chen, Liu, Chorng-Jian, Chu, Shao-Hua, Pan, Wen-Yan, Hsu, Shu-Ping Asia Cement Corporation (Representative-Chang, Tsai-Hsiung, Lee, Kun-Yen, Douglas Jefferson Hsu) Yuan Ding Investment Co., Ltd. (Representative-Lee, Kuan-Chun) Yue Ding Industry Co., Ltd. (Representative-Choo-Kiat Ong) Hsu,Shu-Tong	Tung, Chee-Chen, Liu, Chorng-Jian, Chu, Shao-Hua, Pan, Wen-Yan, Hsu, Shu-Ping Asia Cement Corporation (Representative-Chang, Tsai-Hsiung, Lee, Kun-Yen) Yuan Ding Investment Co., Ltd. (Representative-Lee, Kuan-Chun)	Tung, Chee-Chen, Liu, Chorng-Jian, Chu, Shao-Hua, Pan, Wen-Yan
NT$2,000,000`～`NT$3,499,999	N/A	N/A	Hsu,Shu-Tong	N/A
NT$3,500,000`～`NT$4,999,999	N/A	N/A	N/A	N/A
NT$5,000,000`～`NT$9,999,999	N/A	N/A	Yue Ding Industry Co., Ltd. (Representative-Choo-Kiat Ong) Asia Cement Corporation (Representative-Douglas Jefferson Hsu)	Asia Cement Corporation (Representative-Chang, Tsai- Hsiung ) Yuan Ding Investment Co., Ltd. (Representative-Lee, Kuan- Chun) Yue Ding Industry Co., Ltd. (Representative-Choo-Kiat Ong)
NT$10,000,000`～`NT$14,999,999	N/A	N/A	N/A	Asia Cement Corporation (Representative-Lee, Kun-Yen `、`Douglas Jefferson Hsu)
NT$15,000,000`～`NT$29,999,999	N/A	N/A	N/A	N/A
NT$30,000,000`～`NT$49,999,999	N/A	N/A	N/A	Hsu, Shu-Ping
NT$50,000,000`～`NT$99,999,999	N/A	N/A	N/A	N/A
NT$100,000,000 or above	N/A	N/A	N/A	Hsu, Shu-Tong
Total Number of People	11	11	11	11

Note 1: The names of the directors are listed separately, and so are the names of corporate shareholders and their representatives. Regular directors and independent directors are listed separately. The payment amounts are disclosed in summary. Information regarding the director concurrently serving as the president is disclosed in this table and Table iii below.

Note 2: Directors’ remuneration in 2020, including directors’ salaries, bonuses, severance pays, incentives, etc.

Note 3: The amount of directors' remuneration approved by the board meeting in 2020, effective upon the resolution of the annual shareholders’ meeting on June 10, 2021.

Note 4: The directors’ business implementation related expenses in 2020, including transportation allowance, special expenses, various allowances, dormitories, company car, etc.

Note 5: Remuneration received by directors who are concurrently employees (including president, vice president, other managers and employees) in 2020, including salary, post bonus, severance pay, various bonuses, incentives, transportation allowance, special expenses, various allowances, dormitory, company car, etc. The amount of

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severance pay is an appropriated amount, instead of an actual payment. Mr. Choo-Kiat Ong, Director and President, was allocated a rental car which charged NT$579 thousand in rent per year and a house which charged NT$2,160 thousand in rent per year. Mr. Douglas Jefferson Hsu, Director and Executive Vice President, rented a house and payed a rent of NT$1,843 thousand per year. The salary recognized in accordance with IFRS 2 "Share-Based Payment", such as obtaining employee share option certificates, restricted stock awards, and participating in capital increase by cash, shall also be included in the remuneration.

Note 6: The employee remuneration (including stocks and cash) received by directors who are concurrently employees (including president, vice president, other managers and employees) in 2020. It is a disclosure of the amount of employee remuneration approved by the board meeting in the most recent year, based on the proportion of amount distributed last year. The situations of directors who are concurrently employees receiving employ remuneration are disclosed in Table iv below.
Note 7: Disclosure of the total amount of remuneration paid to the directors by all companies (including U-Ming itself) in the consolidated financial statements.
Note 8: The total amount of remuneration paid by the Company to each director, whose names are revealed in respective scale fields.
Note 9: Disclosure of the total amount of remuneration paid to the directors by all companies (including U-Ming itself) in the consolidated financial statements. The directors’ names are revealed in respective scale fields.
Note 10: Net income refers to the income after tax as disclosed in the standalone financial statements for 2020.
Note 11: a. This column shall clearly disclose the amount of remuneration received by the directors of the Company from invested companies which are not subsidiaries or parent-company-related remuneration (if there is none, fill in "N/A").
b. If a director receive remuneration from any non-subsidiary invested businesses or parent company, such remuneration shall be incorporated into column I of the remuneration scale table, and the column shall be named "parent company and all invested businesses."
c. Remuneration refers to the compensation or remuneration (including remuneration to employees, directors and supervisors) and business implementation expenses received by the Company’s directors as directors, supervisors or managers of non-subsidiary invested businesses or of parent company.
＊ The calculation mechanism of the remuneration disclosed in this table is different from that of the income tax law. Therefore, the purpose of this table is information disclosure instead of taxation.

(2) Remuneration to president and vice presidents
i. Remuneration to president and vice presidents

								(In Thousands of New Taiwan Dollars)	(In Thousands of New Taiwan Dollars)	(In Thousands of New Taiwan Dollars)	(In Thousands of New Taiwan Dollars)	(In Thousands of New Taiwan Dollars)	(In Thousands of New Taiwan Dollars)	(In Thousands of New Taiwan Dollars)
Title	Name (Note 1)	Salary (A)(Note 2)		Severance pay (B)		Bonuses and Allowances (C)(Note 3)		Employee Compensation (D)(Note 4)				Ratio of total compensation (A+B+C+D to ne t i nc o me (%) (Note 8)		Compensation from invested companies other than the Company’s subsidiaries or from parent company (Note 9)
		The Company	All companies in the financial statements (Note 5)	The Company	All companies in the financial statements (Note 5)	The Company	All companies in the financial statements (Note 5)	The Company		All companies in the financial statements (Note 5)		The Company	All companies in the financial statements (Note 5)
								Cash	Stock	Cash	Stock
President	Choo-Kiat Ong	15,759	20,369	413	413	4,155	4,155	2,754	0	2,754	0	2.63	3.15	4,542
Executive Vice President	Douglas Jefferson Hsu
Senior Vice President	Tsung-Liang Chang
Senior Vice President	Chu-Sheng Wu
Vice Presiden	t Chang- Sheng Chen

ii. Scale of remuneration

ii. Scale of remuneration
Bracket	Names of President and VPs
	The Company (Note 6)	Parent company and all invested businesses(E) (Note 7)
Below NT$1,000,000	N/A	N/A
NT$1,000,000`～`NT$1,999,999	N/A	N/A
NT$2,000,000`～`NT$3,499,999	Chang-ShengChen	Chang-ShengChen
NT$3,500,000`～`NT$5,000,000	Tsung-LiangChang,Chu-ShengWu	Tsung-LiangChang,Chu-ShengWu
NT$5,000,000`～`NT$9,999,999	Choo-Kiat Ong`、`Douglas Jefferson Hsu	Choo-Kiat Ong
NT$10,000,000`～`NT$14,999,999	N/A	Douglas Jefferson Hsu
NT$15,000,000`～`NT$29,999,999	N/A	N/A
NT$30,000,000`～`NT$49,999,999	N/A	N/A
NT$50,000,000`～`NT$99,999,999	N/A	N/A
NT$100,000,000 or above	N/A	N/A
Total Number of People	5	5

Note 1: The payment amounts are disclosed in summary. Information regarding the president concurrently serving as a director is disclosed in this table and Table i above.

Note 2: The salary, bonuses, and severance pays to the president and vice presidents in 2020; the disclosed severance pay is an appropriated and actually paid amount.

Note 3: Remuneration received by the president and vice president in 2020, including various bonuses, incentives,

transportation allowance, special expenses, various allowances, dormitory, company car, etc. Mr. Choo-Kiat Ong, Director and President, was allocated a rental car which charged NT$579 thousand in rent per year and a house which charged NT$2,160 thousand in rent per year. Mr. Douglas Jefferson Hsu, Director and Executive Vice

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President, rented a house and payed a rent of NT$1,843 thousand per year. The salary recognized in accordance with IFRS 2 "Share-Based Payment", such as obtaining employee share option certificates, restricted stock awards, and participating in capital increase by cash, shall also be included in the remuneration.

Note 4: The employee remuneration (including stocks and cash) received by the president or vice presidnets in 2020, which is an estimated amount based on the proportion of amount distributed last year, and shall be disclosed in Table iv below. The about numbers are estimated and tentative, and the implementation shall be subject to the shareholders’ meeting resolution on June 10, 2021.
Note 5: Disclosure of the total amount of remuneration paid to the president and vice presidents by all companies (including U-Ming itself) in the consolidated financial statements.
Note 6: The total amount of remuneration paid by the Company to the president and vice presidents, whose names are revealed in respective scale fields.
Note 7: Disclosure of the total amount of remuneration paid to the president and vice presidents by all companies (including U-Ming itself) in the consolidated financial statements. The names of the president and vice presidents are revealed in respective scale fields.
Note 8: Net income refers to the income after tax as disclosed in the standalone financial statements for 2020.
Note 9: a. This column shall disclose the amount of remuneration received by the Company’s president and vice presidents from invested companies which are not subsidiaries or parent-company-related remuneration.
b. If the president or vice presidnets receive any remuneration from invested companies which are not subsidiaries or from the parent company, such remuneration shall be incorporated into column E of the remuneration scale table, and the column shall be named "parent company and all invested businesses."
c. Remuneration refers to the compensation or remuneration (including remuneration to employees, directors and supervisors) and business implementation expenses received by the Company’s president and vice presidents as directors, supervisors or managers of non-subsidiary invested businesses or of parent company.
＊ The calculation mechanism of the remuneration disclosed in this table is different from that of the income tax law. Therefore, the purpose of this table is information disclosure instead of taxation.

(3) Names of and distribution to managers who were distributed employee compensation

				December 31, 2020 (In Thousands of New Taiwan Dollars) Employee Compensation inCash Total Ratio to Total Amount of Net Income(%) 3,529 3,529 0.40	December 31, 2020 (In Thousands of New Taiwan Dollars) Employee Compensation inCash Total Ratio to Total Amount of Net Income(%) 3,529 3,529 0.40	December 31, 2020 (In Thousands of New Taiwan Dollars) Employee Compensation inCash Total Ratio to Total Amount of Net Income(%) 3,529 3,529 0.40
Presidents	Title	Name	Employee Compensation inStock	Employee Compensation inCash	Total	Ratio to Total Amount of Net Income(%)
	President	Choo-Kiat Ong	0	3,529	3,529	0.40
	Executive Vice President	Douglas Jefferson Hsu
	Senior Vice President	Chu-Sheng Wu
	Senior Vice President	Tsung-Liang Chang
	Special Assistant to President	Huan-Chang Chen
	Vice President	Chang- Sheng Chen
	General Manager	Bi-Shuang Tsai
	General Manager	Chao-Hung Chu
	General Manager	Shou-Lin Liu
	General Manager	Ching-Lin Wang
	General Manager	Jui-Hua Chang

Note 1: This table discloses the respective names and titles of the Company’s managers. The distributed amounts are disclosed in summary.

Note 2: The amount of employee compensation (including stocks and cash) to the managers approved by the board of directors in 2020. The proposed distribution amount for this year was calculated based on the proportion of distribution amount last year. Net income refers to the income after tax as disclosed in the standalone financial statements for 2020, in accordance with the International Financial Reporting Standards. The Company's employee compensation approved by the board of directors in 2020 was NT8,389,794 yuan, and the employee compensation in stock was NT$0.
Note 3: The scope of application of managers is based on the letter from the Financial Supervisory Commission Taiwan on March 27, 2003, the Taiwanese Certificate of Finance (Tai-Cai-Zheng-San-Zi) No. 0920001301, the scope of which is as follows:
(1) President and equivalent
(2) Senior Vice President and equivalent
(3) Vice President and equivalent
(4) Head of Finance Department
(5) Head of Accounting Department
(6) Other persons who have the right to manage affairs and sign on behalf of the Company
Note 4: The status of the Company’s directors, presidents and managers receiving employee compensation (including stocks and cash) has been completely disclosed in Table i and Table iii above, as well as in this table.

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(4) Information reagrding the remuneration to directors, supervisors and presidents

i. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the most recent two fiscal years to directors, supervisors, the president, and vice presidents of the Company, to the net income.

Item Year	Ratio of total remuneration to net income	Ratio of total remuneration to net income
	The Company	All companies in the financial statements
2020	3.67%	4.20%
2019	3.01%	3.30%

ii. The policies, standard, and portfolios of the payment of remuneration, the procedures for determining remuneration, and the correlation with risks and business performance

According to the Company's Articles of Association, the remuneration to the directors and managers shall be no more than 1% of the annual profit, and shall be approved by the Compensation Committee and the Board of Directors before being submitted and reported to the annual shareholders’ meeting report in accordance with the laws.

The procedures for determining the remuneration are based on the salary standards of domestic and foreign listed companies in the bulk shipping industry and external remuneration benchmarking companies. The directors’ remuneration is also based on the performance evaluation results in accordance with the Company’s “Rules of Board Performance Evaluation,” criteria including participation in the Company’s operations, quality of board decisions, composition and structure of the board, selection and continuous education of directors, internal control, etc., taking into account the Company's overall operating performance, future development of the industry and operating risks. The managers’ remuneration is handled in accordance with the Company’s bonus system, which takes into account the Company’s operating performance and personal performance at work, including financial indicators (e.g. company revenue, net income before tax, EPS, etc.) and non-financial indicators (e.g. practice of the company’s core value, leadership and management capabilities, operation management abilities, continuous education, participation in sustainable operation, other special contribution, etc.).

The standards, portfolios and systems of the remuneration payment to directors and managers depend on the Company’s annual operating performance and future risk control and are in accordance with the proportion stipulated in the Company’s Articles of Association, adjustable to actual operating conditions and laws and regulations. Furthermore, the Company's Compensation Committee regularly reviews and evaluates directors and managers' compensation policies, systems, standards and structures, and submits their advice to the board for discussion, with the aim of balancing the Company's sustainable operation and risk management.

4. Implementation of Corporate Governance

(1) Board of Directors

a. A total of 4 ( A ) meetings of the board of directors were held in the previous period. The attendance was as follows:

Title	Name (Note 1)	Attendance in Person (`Ｂ`)	Attendance by Proxy	Attendance Rate (%) `【`B/A`】` (Note 2)	Remark
Chairman	Hsu, Shu-Tong	4	0	100	N/A
Director	Hsu, Shu-Ping	4	0	100	N/A
Director	Asia Cement Corporation Representative`：` Chang, Tsai- Hsiung	3	1	75	N/A
Director	Asia Cement Corporation Representative`：` Lee,Kun-Yen	4	0	100	N/A
Director	Asia Cement Corporation Representative`：` Douglas Jefferson Hsu	4	0	100	N/A
Director	Tung, Chee-Chen	4	0	100	N/A
Director	Yue Ding Industry Co., Ltd. Representative`：` Choo-Kiat Ong	4	0	100	N/A
Director	Yuan Ding Investment Co., Ltd. Representative`：` Lee, Kuan- Chun	4	0	100	N/A
Independent Director	Chu, Shao-Hua	4	0	100	N/A
Independent Director	Pan, Wen-Yan	4	0	100	N/A
Independent Director	Liu, Chorng-Jian	4	0	100	N/A

Note 1: In case of the directors belonging to corporate shareholders, disclose the names of corporate shareholders as well as their representatives.

Note 2: (1) If a director resigns by the end of the fiscal year, the date of resignation shall be indicated in the remarks column. The attendance rate (%) shall calculated based on the number of board meetings and the directors’ number of attendance during their term of office.

(2) If any director reelection occurs by the end of the fiscal year, both the new and old directors shall be listed, and the remarks column should indicate whether the director is the old, new or re-elected and the date of re-election. The attendance rate (%) shall calculated based on the number of board meetings and the directors’ number of attendance during their term of office.

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b. Attendence of independent directors at board meetings in 2020:

Title	Name	18th Term 4th Meeting 03.10.2020	18th Term 5th Meeting 05.07.2020	18th Term 6th Meeting 08.10.2020	18th Term 7th Meeting 11.10.2020
Independent Director	Chu, Shao-Hua				
Independent Director	Pan, Wen-Yan				
Independent Director	Liu, Chorng- Jian				

Note 1: “  ” indicates attendance in person.

c. Other disclosures:

(1) If any of the following circumstances occur during the board meetings, the date, term, content of proposal, all independent directors' opinions and the company's handling of such opinions shall be stated:

i. Matters listed in Article 14-3 of the Securities and Exchange Act. ii. Other board meeting resolutions with records or statements of an independent director having a dissenting opinion or qualified opinion.

Board Meeting	Proposal and Result	Matter listed in Article 14-3 of the Securities and Exchange Act
18th Term 4th Meeting 03.10.2020	1. Appointment and independence assessment of the Company's CPA for 2020 financial statements	
	2. Master list of the Company and its subsidiaries’ acquisition and disposal of equipment	
	Opinions of independent directors: None of the 3 independent directors have any dissentingorqualified opinion
	Handling of independent directors’ opinion: N/A
	Resolution: Approved by all directors present.
18th Term 5th Meeting 05.07.2020	1. 1Q20 master list of the Company and its subsidiaries’ acquisition and disposal of equipment	
	Opinions of independent directors: None of the 3 independent directors have any dissenting orqualified opinion
	Handling of independent directors’ opinion: N/A
	Resolution: Approved by all directors present.
18thTerm 6thMeeting 08.10.2020	1. June 2020 shipping report on the long-term freight solicitationagreement	
	Opinions of independent directors: None of the 3 independent directors have any dissenting orqualified opinion
	Handling of independent directors’ opinion: N/A
	Resolution: The board of directors authorizes the chairman and president to negotiate rental and commission contracts: (1) Anglo American – 4 units of 190K LNG Dual Fuel, 10-year Time Charter long-term contract of affreightment (2) Rio Tinto – 2 units of 210K Conventional, 5-year Time Charter long-term contract of affreightment
	2. 1H20 master list of the Company and its subsidiaries’ acquisition and disposal of equipment	
	Opinions of independent directors: None of the 3 independent directors have any dissentingorqualified opinion
	Handling of independent directors’ opinion: N/A
	Resolution: Approved by all directors present.

(Continued)

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Board Meeting	Proposal and Result	Matter listed in Article 14- 3 of the Securities and Exchange Act
18thTerm 7thMeeting 109.11.10	1. September 2020 shipping report on the long-term freight solicitation agreement	
	Opinions of independent directors: None of the 3 independent directors have any dissenting orqualified opinion
	Handling of independent directors’ opinion: N/A
	Resolution: Subsidiary U-Ming (Singapore) signed a 10-year Time Charter long- term contract of affreightment with Anglo American and a shipbuilding contract for four 190K LNG Dual Fuel with Shanghai Waigaoqiao Shipbuilding Co., Ltd. The contracts were signed on November 10 and submitted to the board of directors for approval.
	2. 1Q20–3Q20 master list of the Company and its subsidiaries’ acquisition and disposal of equipment	
	3. Investment project of offshore wind farm support vessels	
	Opinions of independent directors: None of the 3 independent directors have any dissentingorqualified opinion
	Handling of independent directors’ opinion: N/A
	Resolution: Approved by all directors present.
	4. To transfer the donation originally for Yuan Ze University to the Far Eastern Foundation to assist in the construction of the "International Conference Center."	
	Opinions of independent directors: None of the 3 independent directors have any dissenting orqualified opinion
	Handling of independent directors’ opinion: N/A
	Resolution: The proposal was chaired by Director Lee Kun-Yen and approved by all directors present, except Chairman Hsu Shu-Tong, Director Hsu Shu-Ping, Director Douglas Jefferson Hsu, Director Choo-Kiat Ong and Director Chang Tsai-Hsiung, who did not participate in the discussion and voting procedure due to the conflict of interest as directors and supervisors of Far Eastern Foundation.

(2) Recusals of directors due to conflicts of interests - names of the directors, content of the proposal, reason for recusal, and voting status:

In the 7th meeting of the 18th board of directors on November 10, 2020, for the proposal regarding the donation of funds for the construction of the "International Conference Center," according to Article 11 of the Company’s Rules of Procedures of the Board Meeting, Chairman Hsu Shu-Tong, Director Hsu Shu-Ping, Director Douglas Jefferson Hsu, and Director Choo-Kiat Ong, who are directors of the Far Eastern Foundation, and Director Chang TsaiHsiung, who is a supervisor of the Far Eastern Foundation, recused from voting due to conflicts of interests. Director Lee Kun-Yen presided over this proposal during the meeting.

(3) Board of Directors’ Performance Evaluation Implementation Status

Evaluation Cycle	Evaluation Period	Evaluation Scope	Evaluation Method	Evaluation Aspects
The Company conducts the board performance evaluation once a year.	January 1, 2020 to December 31, 2020	The scope includes the Board of Directors as a whole, the individual directors, Audit Committee, and Compensation Committee	Methods include internal assessment of the Board and self-assessments by each board member.	The Board of Directors are assessed on the following five aspects: 1. Involvement in the Company’s operation 2. Enhancement of the quality of the board’s decision- making 3. Makeup and structure of the board 4. Election of board members and continuing knowledge development 5. Internal controls The individual directors are assessed on the following six aspects: 1. Understanding of the Company’s goals and mission 2. Awareness of director’s duties 3. Involvement in the Company’s operations 4. Internal relationship and communication 5. Director’s professionalism and continuing knowledge development 6. Internal controls The functional committees are assessed on the following five aspects: 1. Involvement in the Company’s operation 2. Awareness of the committee’s duties 3. Enhancement of the quality of the committee’s decision-making 4. Makeup of the committee and election of its members 5. Internal controls

(4) Objectives of strengthening the functions of the board of directors in the current and recent years (e.g. establishing an audit committee, enhancing information transparency, etc.) and evaluation of the implementation:

In order to strengthen the functions of the board and enable the board to make objective and independent judgments on the company's finance, the Company elected of the 18th board of directors and established an audit committee at the annual shareholders' meeting on June 13, 2019.

Proposals which, according the Article 14-3 of the Compnay Act and Article 14-5 of the Securities and Exchange Act, shall be submitted to the audit committee for approval before submitting to the board of directors for meeting, as of the annual report publication date of 2020, have been approved by the audit committee, passed by the board meeting, and implemented.

In the 14th meeting of the 17[th] board meeting on May 2, 2019, of the Company passed a resolution to amend the company’s “Rules of Procedures of the Board Meeting,” stipulating standard operating procedures for handling directors’ requests (including personnel and processing deadlines, etc.) in order to respond appropriately and to the request of the directors in a timely manner.

The Company stipulated the "Board Performance Evaluation Measures" at the 3rd meeting of the 18th board of directors on November 13, 2019 and announced it on the Company's website. The executive unit conducts annual performance evaluations of the board of directors, individual directors and functional committees, reports the evaluation results to the board of directors and disclose them on the Company's website.

Since the 16th board meeting in 2013, the Company has announced its important resolutions and minutes of each board meeting in the corporate governance section of the Company's website to enhance the transparency of information and ensure the rights and interests of shareholders.

In order to strengthen corporate governance, the Company took out an liability insurance for directors, supervisors and key employees on June 8, 2016, and renewed the insurance on June 8, 2020.

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(2) Status of Audit Committee

a. Status of Audit Committee

(1) A total of 4 ( A ) meetings of the Audit Committee were held in 2020. The attendance of independent directors was as follows:

Title	Name	Attendance in Person (B)	Attendance Rate (%) `【`B/A`】`	Remark
Independent Director	Chu, Shao-Hua	4	100	N/A
Independent Director	Pan, Wen-Yan	4	100	N/A
Independent Director	Liu, Chorng- Jian	4	100	N/A

(2) The Audit Committee is composed of all independent directors and meets at least once a quarter. The deliberations mainly include:
Establish or amend the internal control system in accordance with Article 141 of the Securities and Exchange Act.
Evaluation of the effectiveness of the internal control system.

 In accordance with the provisions of Article 36-1 of the Securities and Exchange Act, stipulate or amend the procedures for major financial or operational actions such as acquisition or disposal of assets, engaging in derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.

Matters involving the directors’ interests.
Significant asset or derivatives transactions.
Significant loans, endorsements or guarantees.
Raising, issuing or private placement of equity securities.
Appointment, dismissal or remuneration of certified public accountants.
Appointment and removal of financial, accounting or internal audit supervisors.
Annual financial statements and semi-annual financial statements.
Other significant matters specified by the company or the competent authority.

Focus in 2020:

Reviewing financial statements

The board of directors prepared the Company’s 2020 annual business report, earningsdistribution proposal, and the financial statements verified by Deloitte Certified Public Accountants Zhen- Ming Li and Yi-Wen Wang. The audit committee has completed the audit and concluded that there is no discrepancy.

(3)Other Disclosure:

(A) If any of the following circumstances occur during the Audit Committee meeting, the date, term, content of proposal, the Committee’s resolution and the Company's handling of the Committee’s opinions shall be stated:
i. Matters listed in Article 14-5 of the Securities and Exchange Act.

Audit Committee Meeting	Proposal and Result	Matter listed in Article 14-5 of the Securities and Exchange Act	Audit Committee’s Resolution and the Company’s Hadling
1stTerm 3rdMeeting 3.9.2020	1. November–December 2019 annual internal audit implementation report		The members of the Audit Committee and the Board of Directors unanimously approved.
	2. 2020 financial statements CPA appointment and independence assessment	
	3. 2019 master list of the Company and its subsidiaries’ acquisition and disposal of equipment	
	4. Minutes of the 2nd meeting of the 4th term Compensation Committee and 2019 employee, directors and supervisors’ remunerationproposal
	4. The Company and its subsidiaries' 2019 standalone and consolidated financial statements, business reports and earningsappropriationproposals	
	5. 2019 internal control system declaration	
1stTerm 4thMeeting 5.7.2020	1. January–March 2020 annual internal audit implementation report		The members of the Audit Committee and the Board of Directors unanimously approved.
	2. 1Q20 master list of the Company and its subsidiaries’ acquisition and disposal of equipment	
	3. The Company and its subsidiaries' 1Q20 consolidated financial statements
	4. Partial amendments to the Company's "Code of Management with Integrity" and "Code of Ethical Conduct"
1stTerm 5th Meeting 8.10.2020	1. April–July 2020 annual internal audit implementation report		The members of the Audit Committee and the Board of Directors unanimously approved.
	2. 1H20 master list of the Company and its subsidiaries’ acquisition and disposal of equipment	
	3. The Company and its subsidiaries' 1H20 consolidated financial statements
1stTerm 6th Meeting 11.10.2020	1. August–October 2020 annual internal audit implementation report		The members of the Audit Committee and the Board of Directors unanimously approved.
	2. 1Q20–3Q20 master list of the Company and its subsidiaries’ acquisition and disposal of equipment	
	3. 2021 operating budgets of the Company and its subsidiaries
	4. Investment project of offshore wind farm support vessels
	5. Transfer of the Company’s donation for Yuan Ze University to a donation for the Far Eastern Foundation to assist in the construction of the "International Conference Center."	
	6. Partial amendments to the Company's " Code of Corporate Governance," "Board Meeting Rules of Procedure" and "Compensation Committee Organization Rules."
	7. 2021 annual adudit plans	

ii. There were no other resolutions which was not approved by the Audit Committee but was approved by two thirds or more of all directors in 2020.

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(B) Recusals of independent directors due to conflicts of interests - names of the independent directors, content of the proposal, reason for recusal, and voting status: There were no recusals of independent directors due to conflicts of interests in 2020.
(C) Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors (which should include the material items, channels, and results of the audits on the corporate finance and/or operations, etc.):
The internal and independent auditors may directly contact the independent directors by email or phone as needed. The communication channel functioned well.
The internal auditor submits audit reports to independent directors monthly, occasionally discusses relevant issues raised by the independent directors via emails or phone calls, and holds meetings to report when necessary, to ensure effective communication.
The internal auditor reports/communicates to the independent directors in the quarterly audit committee meetinga. A total of 4 meetings were held in 2020. The internal auditors all attended the meetings and reported on the implementation of auditing and major internal control and audit matters. The independent directors had no particular recommendations for the reports.
The independent auditors report to the independent directors in writing or in meetings on the issues raised by the independent directors based on the results of the annual financial statement review.
The independent auditors report/communicate to the independent directors at the audit committee meeting once every six months. In 2020, the independent auditors attended 2 meetings, where they reported on the financial statements reviews. The independent directors had no particular recommendations for the reports.
The communications between the independent directors, the internal auditors, and the independent auditors are listed in the table below:

Audit Committee Meeting	Communications between the Independent Directors and the Internal Auditors	Communications between the Independent Directors and the Independent Auditors
1stTerm 3rdMeeting 3.9.2020	 November–December 2019 annual internal audit implementation report  2019 internal control system declaration	 Review results of 2019 Q4 consolidated financial statements
1stTerm 4thMeeting 5.7.2020	 January–March 2020 annual internal audit implementation report	N/A
1stTerm 5thMeeting 8.10.2020	 April–July 2020 annual internal audit implementation report	 Review results of 2020 Q2 consolidated financial statements
1stTerm 6thMeeting 11.10.2020	 August–October 2020 annual internal audit implementation report  2021 annual aduditplans	N/A

(3) Taiwan Corporate Governance Implementation as Required by the Taiwan Financial Supervisory Commission

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	N o n - i m p l e m e n t a t i o n a n d I t s R e a s o n ( s )
	Yes	No	E x p l a n a t i o n
1. Does Company follow “Taiwan Corporate Governance Implementation” to establish and disclose its corporate governance practices?			The Company’s “Code of Corporate Governance” was approved by the board of directors on March 17, 2011, the amendments to which was passed on November 10, 2020. The Company has implemented the matter as required and disclosed the information on its website and the Market Observation Post System.	N/A
2. Shareholding Structure & Shareholders’ Rights (1) Does Company have Internal Operation Procedures for handling shareholders’ suggestions, concerns, disputes and litigation matters. If yes, has these procedures been implemented accordingly? (2) Does Company possess a list of major shareholders and beneficial owners of these major shareholders? (3) Has the Company built and executed a risk management system and “firewall” between the Company and its affiliates? (4) Has the Company established internal rules prohibiting insider trading on undisclosed information?	   		The company has appointed a spokesperson and a deputy spokesperson. Issues regarding suggestions from or disputes with shareholders are handled by specialists and the stock affairs agency Oriental Securities Corporation. The Company keeps abreast of the list of major shareholders who have substantial control over the company and who have ultimate control of major shareholders, and declares such information in accordance with the regulations on listed company information declaration. The management rights and responsibilities of assets, finance and accounting of the Company and its affiliates are all independent. Risk assessment is carried out in accordance with the "procedures for acquiring or disposing of assets," "procedures for fund loaning," and " procedures endorsement and guarantee." A risk management system and “firewall” have been built and implemented between the Company and its affiliates. On December 24, 2009, the eleventh meeting of the fourteenth board of directors passed the “procedure for handling significant internal information,” which has been observed and implemented as guidelines for the handling and control of the Company's material financial and business information, preventing the possibilities of negligence, violations and insider transactions.	N/A N/A N/A N/A
3. Composition and Responsibilities of the Board of Directors (1) Has the Company established a diversification policy for the composition of its Board of Directors and has it been implemented accordingly?			On May 3, 2017, the sixth meeting of the seventeenth Board of Directors passed the amendment to the " Code of Corporate Governance ," clearly stipulating a policy for board member diversity. The nomination and selection of board members adopt a candidate nomination system, and comply with the "Director Election Measures" and the "Code of Corporate Governance." Performance evaluation is carried out annually to ensure the competence, diversity and independence of members, and that the opinions of stakeholders are taken into consideration. The composition of the company’s eighteenth board of directors adopts the diversification policy. The members shall not ony possess the knowledge, skills and competence necessary to perform their duties, but also have various professional backgrounds, to achieve the ideal of corporate governance. The diversification policies, specific goals and implementation status are detailed in the board of directors section of the Company's website.	N/A

(Continued)

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A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	N o n - i m p l e m e n t a t i o n a n d I t s R e a s o n ( s )
	Yes	No	E x p l a n a t i o n
(2) Other than the Compensation Committee and the Audit Committee which are required by law, does the Company plan to set up other Board committees? (3) Has the Company established methodology for evaluating the performance of its Board of Directors, on an annual basis, reported the results of performance to the Board of Directors, and use the results as reference for directors’ remuneration and renewal? (4) Does the Company regularly evaluate its external auditors’ independence?	  		Other than the Compensation Committee and the Audit Committee as required by law, the Company has an Employee Benefits Committee based on the concepts of corporate social responsibility and sustainability. The Employee Benefits Committee coordinates to promote welfare related matters, providing comprehensive benefit policies, and aiming to improve employee productivity and morale. There is also an Information Security Committee to implement matters related to strengthening the management of the Company's information security. The Company passed the amendments to the Code of Corporate Governance at the 14th meeting of the 17th board of directors on May 8, 2019, clearly stipulating that the board of directors, functional committees and individual directors shall be properly evaluated every year. The Company stipulated the "Board Performance Evaluation Measures" at the 3rd meeting of the 18th board of directors on November 13, 2019 and disclosed the Measures on its website. The executive unit conducts performance evaluations of the board of directors, individual directors and functional committees on an annual basis, where the evaluation results are reported to the board of directors and disclosed on the Company's website. Furthermore, it is specified that external evaluations shall be carried out at least every three years. The results of directors’ performance evaluation shall be incorporated into the procedures for determining directors’ remuneration. A reasonable remuneration shall be issued considering the Company’s overall operating performance, the future development of the industry and operating risks. The evaluation results shall also be incorporated into the next directors’ nomination and re-appointment. To assess whether the Company’s CPAs maintain independence as stipulated in the Bulletin No. 10 of the Code of Professional Ethics for Certified Public Accountant, the Company’s accounting department requires the CPAs to provide a "Declaration of Extraordinary Independence" and regularly evaluates the independence of the CPAs based on the 5 aspects specified in the "Checklist for the CPA Independence Assessment:" 1. The interest relations between the CPA and the Company; 2. Whether the CPA has dual role; 3. The familiarity between the CPA and the staff of the Company; 4. Whether the CPA is coerced by the company, and 5. During the CPA’s term of practice, a comprehensive assessment shall be made by relevant departments before proceeding with the CPA’s appointment and compensation estimation. The CPAs in the recent years have been approved by the 9th meeting of the 17th board of directors, the 4th meeting of the 18th board of directors and the 8th meeting of the 18th board of directors in the past three years. The currently employed CPAs are all independent and competent.	N/A N/A N/A

(Continued)

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	N o n - i m p l e m e n t a t i o n a n d I t s R e a s o n ( s )
	Yes	No	E x p l a n a t i o n
4. Does the Company appoint competent and appropriate corporate governance personnel and corporate governance officer to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors, assisting directors’ compliance of law, handling matters related to board meetings and shareholders’ meetings according to law, and recording minutes of board meetings and shareholders’ meetings)?			The Company has appointed the Secretariat of the Administration Division as the unit responsible for corporate governance. At the 14th meeting of the 17th Board of Directors On May 2, 2019, Alex Chen, Vice President of the Administration Division was designated as the Chief Corporate Governance Officer, which is the top executive of corporate governance related affairs. Chen holds a Master’s degree in financial management from Oklahoma City University, and has served as the head of the company’s audit department. He is currently the head of the Administration Division and has been engaged in stock affairs and deliberation for over three years, meeting the official requirement, “a chief corporate governance officer shall be a qualified, practice- eligible lawyer or accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, legal compliance, internal audit, financial affairs, stock affairs, or corporate governance affairs." The main duties of the chief corporate governance officer include the following: 1. Handle matters related to the board meetings and the shareholders’ meetings in accordance with the laws. 2. Prepare the minutes of the board meetings and the shareholders’ meetings. 3. Assist the directors in the appointment and continuing education. 4. Provide information necessary for directors to conduct business. 5. Assist directors in complying with the laws and regulations. 6. Other matters stipulated in the Company's Articles of Association or contracts. The focuses of the chief corporate governance officer’s work in 2020 are as follows: 1. Research and plan appropriate systems and organizational structures for the Company to enhance the independence of the board of directors, the Company's transparency and compliance with laws and regulations, as well as the implementation of internal audits and internal controls. 2. A total of 4 board meetings were held in 2020. All directors were consulted before the meetings to plan the agenda. The directors were also notified to attend the meetings and provided meeting materials at least 7 days in advance so that they could properly understand the relevant issues. If there are topics related to certain stakeholders who should recuse, the parties concerned would be reminded in advance. The minutes of the board meetings shall be completed within 20 days after the meeting. 3. Ensure that the board members are informed of the company's major news in a timely manner. 4. Evaluate the purchase of "Liability Insurance for Directors, Supervisors and Important Employees," renew the contract in June 2020 and report to the latest board meeting.	N/A

(Continued)

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A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	N o n - i m p l e m e n t a t i o n a n d I t s R e a s o n ( s )
	Yes	No	E x p l a n a t i o n
			5. Stipulate the "Board Performance Evaluation Measures," complete the evaluation of the board of directors and functional committees in accordance with the Measures in 2020, and fully disclose the self-evaluation results on the board of directors section of the Company's website. 6. Register the date of 2020 shareholders’ meeting (June 9) in accordance with the laws, prepare and report the meeting notice, meeting handbook and minutes by the deadline, and handle the change registration for the amendments to the Articles of Association or the re-election of directors. 7. Handle Audit Committee meeting related matters. Held 4 meetings in 2020, submitted relevant proposals to the Audit Committee for review in accordance with the laws, and invited relevant department heads, internal or external auditors to attend.
5. Has the Company established a means of communicating with its Stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) or created a Stakeholders Section on its Company website? Does the Company respond to stakeholders’ questions on corporate responsibilities?			Other than appointing spokespersons, the Company has set up a stakeholder contact section, an investor relations contact section, and general contact page on its website (https://www.uming.com.tw/). Specilaists responsible for different types of contact window respond to the stakeholers’ suggestions or questions in a proper manner. The Company also utilizes online questionnaires to understand the identities of its stakeholders and the corporate social responsibility issues about which the stakeholders are concerned. The stock affairs agency Oriental Securites Corporation also reports shareholders’ suggestions to the Company, maintaining communication channels with stakeholders and ensuring their legitimate rights and interests. The communication situation with stakeholders is reported to the board of directors on an annual basis.	N/A
6. Has the Company appointed a professional registrar for its Shareholders’ Meetings?			The Company has appointed a professional stock affairs agency, Oriental Securites Corporation, to handle matters related to shareholders’ meetings.	N/A
7. Information Disclosure (1) Has the Company established a corporate website to disclose information regarding its financials, business and corporate governance status? (2) Does the Company use other information disclosure channels?	 		The Company’s website is http://www.uming.com.tw The company discloses financial, business and corporate governance related information on its website in a timely manner. The company has a website in both Mandarin and English, with specialists collecting and disclosing information related to finance, business and investor conferences. The Company also implements a spokesperson system.	N/A N/A

(Continued)

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	N o n - i m p l e m e n t a t i o n a n d I t s R e a s o n ( s )
	Yes	No	E x p l a n a t i o n
(3) Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second, and third quarter financial statements as well as the operating status of each month before the prescribed deadline?			The Company handles such matters in accordance with Article 36 of the Securities and Exchange Act. The Company’s financial statements and monthly operation reports are reported to the Market Observation Post System: https://mops.twse.com.tw/mops/web/index	N/A
8. Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (e.g. including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors)?			(1) Employee rights and employee wellness: The Company handles such matters in accordance with the Labor Standards Act and its human resource regulations to ensure the rights and interests of employees. Please refer to pages 112~115 of this annual report for employee wellness situations such as employee benefits, advanced training, retirement system, various employee rights measures and labor safety and health measures. (2) The Company's relations with investors, suppliers, and stakeholders: The Company maintains a good cooperative relationship with its suppliers, striving to enhance mutual trust. the Company’s spokesperson holds investor conferences for its corporate shareholders and the media on a regular and occasional basis, and uploads significant information regarding finance and business to the Market Observation Post System on a regular and occasional basis, in order to keep the information available for stakeholders and investors to inquire online. The Company’s webpage includes a dedicated mailbox as a communication channel for all investors, suppliers, and stakeholders. Moreover, provisions on the rights and interests of stakeholders are also clearly stipulated in the company’s Code of Corporate Governance to ensure the stakeholders’ legitimate rights. (3) Directors' continuing education: The Company handles such matters in accordance with "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies" stipulated by Taiwan Stock Exchange. The Company's situation of directors' continuing education is disclosed on pages 69-72 of this annual report. (4) Implementation of risk management policies and measurement standards:	N/A

(Continued)

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A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s
	Yes	No	E x p l a n a t i o n
			The Company has adopted the “Risk Management Policies and Measures” at the 5 meeting of the 15th board of directors on March 17, 2011. The Company’s risk management is handled by relevant management units according to the nature of business, and the audit division is responsible for the evaluation of existing or potential risks of each operation, based on which an annual audit plan is drawn up. Risk management related information is disclosed on pages 268 to 272 of this annual report. (5) Implementation of customer policy: The Company adheres to its visions of "core expertise of shipping as the foundation," "U- Ming to be a world-class logistics and transportation company," and "to be the customers’, employees’ and investors’ top choice," committed to providing customers with diversified options and high-quality service. Through a comprehensive customer relationship management (CRM) system, the Company keeps track of the dynamics of customers and the industry. The well functioning e-platform enables the Company to obtain real-time market information, so that it can properly understand customer and market trends to flexibly adjust its operating strategies and improve efficiency. (6) Purchase of liability insurance for directors: The directors of the Company have all legally exercised their duties during their tenure. Therefore, the risk of litigation due to mistakes or negligence is fairly low. In order to implement corporate governance, the Company has taken out liability insurance for its directors, supervisors and important employees on June 8, 2016, and renewed the insurance on June 8, 2020.
9. The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange Corporate governance evaluation is an important task among the "Blueprint for Strengthening Corporate Governance." The Corporate Governance Center of Taiwan Stock Exchange has been conducting comprehensive evaluations of all listed companies since 2014. The Company's results of the first to sixth corporate governance evaluation were above average among the industry, ranking in the top 6% ~ 20% of listed companies. Description of the Company’s improvements regarding the corporate governance evaluation results released in 2020 is as follows: (items in which the Company did not succed in the 4thevaluation but improved and succeded in the 5thevaluation) (1) The Company does not have government agencies or a single listed company and its subsidiaries composing more than one-third of its board of directors. (2) The Company has set up an audit committee in accordance with the requirements, and discloses the work highlights and operations of the audit committee in the annual report in detail. (3) The Company has set up a conpensation committee in accordance with the requirements, and discloses in the annual report discussions and resolution of the compensation committee, as well as the Company's handling of members' opinions. (4) The Company discloses the communication (e.g. the communication methods, matters and results regarding the Company's financial statements and finance status) between its independent directors and internal and external auditors on the company's website.

(Continued)

A s s e s s m e n t I t e m I m p l e m e n t a t i o n S t a t u s N o n - i m p l e m e n t a t i o n Yes No E x p l a n a t i o n a n d I t s R e a s o n ( s )
(5) The Company stipulated the "Board Performance Evaluation Measures," which was approved by the Board of Directors, specifically stipulating that an external evaluation shall be performed at least once every three years in accordance with the Measures. The implementation status and evaluation results shall be disclosed on the Company’s website.
(6) The Company encouarges its internal auditors to obtain certifications such as international internal auditors, international computer auditors or accountant certificates.
(7) The Company has a annual specific dividend policy for annual report disclosure, as stipulated in the Company's Articles of Incorporation, " 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, when distributing shareholders’ dividend, which is not less than 50% of the final earningsof after-tax profit in same year to withhold accumulated losses, legal reserve and special reserve, the cash dividend shall not be lower than 10% of shareholders bonus of that year.”
(8) The Company has made succession plans for board members and important management members, and discloses related operations on the Company's website.
(9) The Company has established a framework of information security risk management, formulating information security policies and specific management plans, which are disclosed on the Company's website.
(10) The Company uploaded the English version of the handbook and supplementary materials of the annual shareholders’ meeting 30 days before.
(11) The Company's annual report and website fully disclose the protection measures and implementation status of employees' workplace and personal safety.
(12) The Company encourages its independent directors are to attend the board meetings. Every board meeting was attended by at least two independent directors in person.
(13) The Company appointed a chief corporate governance officer who is responsible for corporate governance-related matters. The chief corporate governance officer’s scope of responsibilites, the focus of the current year's tasks and continuing education status are disclosed on the Company's website and annual report.
(14) The Company's website and corporate social responsibility report disclose the Company's supplier management policies, including measures such as requiring compliance of regulations on issues such as environmental protection, safety and hygiene, in cooperation with suppliers. The implementation status is also specified.
Explanation of the items in the corporate governance evaluation results released in 2020 which the Company has yet to improve, and the priority items and measures to improve: (items in which the Company did not succed in the 5[th] evaluation but which will be given priority in improvement for the 6[th] evaluation) (1) Formulate a diversification policy for board members, and disclose the specific management goals and implementation status of the diversification policy on the Company's website and annual report.
(2) Upload the annual standalone and consolidated financial reports in English to the Market Observation Post System 7 days prior to the annual shareholders’ meeting.
(3) Disclose the correlation between directors’ performance evaluation and remuneration in the annual report. (4) Convene at least two investor conferences, with the interval between the first and last meeting in the year evaluated being more than three months.
(5) With reference to international human rights conventions, formulate human rights policies and specific management plans, which shall be disclosed on the Company's website or annual report.
(6) Stipulate risk management policies and procedures approved by the board of directors, and disclose the scope of risk management, organizational structure and operating conditions.
(7) Develop an intellectual property management plan with connection to operational goals, disclose the implementation status on the Company's website or annual report, and report to the board of directors at least once a year.
(8) Disclose on the Company’s website the approval method of internal auditors’ appointment and dismissal, evaluation, salary and remuneration being determined by the audit supervisor and reported to the chairman.
(9) The Company's financial report shall be approved by the board of directors or submitted to the board 7 days before the announcement deadline, and the financial report shall be announced within 1 day after the date of approval or submission.
(10) Encourage more than half of the directors, including at least one independent director, and the chairperson of the audit committee to attend the shareholders' meeting in person, and disclose the list of attendance in the minutes.
(11) Upload the annual report 16 days before the general shareholders’ meeting. (12) Encourage directors to attend board meetings. The goal is that the actual attendance rate of all directors to the meetings averages over 85%.
(13) The annual report shall disclose the correlation between the performance evaluation of directors and managers and their remuneration. (14) According to the internationally accepted guidelines for the preparation of reports, prepare and upload the corporate social responsibility report to the Market Observation Post System and the Company’s website by the end of September.
(15) Disclose the annual greenhouse gas emissions, water consumption and total weight of wastes in the past two years, and formulate energy saving and carbon reduction, greenhouse gas reduction, water reduction or other waste management policies, assess the potentials and risks arising from the climate change for the Company currently and in the future, and take action in response to climate-related issues.

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(4) Compensation Committee: Composition, Responsibilities and Operations

In accordance with the “ Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” stipulated in the Financial Supervisory Commission’s Order No. 1000009747 dated March 18, 2011, the Company has established a Compensation Committee and its organizing regulations.

1. Composition and responsibilities of the Compensation Committee

The Board of Dirctors appointed members of the 4th Compensation Committee to be Mr. Liu Chorng-Jian, Mr. Chu Shao-Hua and Ms. Tung, Li-Chen, who shall serve the same term (from June 13, 2019 to June 12, 2022) as the Board of Directors. The members elected Mr. Liu Chorng-Jian as the convener of the Committee and the chairman of its meetings.

The responsibilities of the Committee include formulating and and reviewing the policies, systems, standards and structures of the evaluation and remuneration of directors, supervisors and managers, as well as regularly evaluating and determining the remuneration of such staff members, and submitting its recommendations to the board of directors for discussion.

2. Profile of Compensation Committee members

Title	Criteria Name	Meet the Following Professional Q u a l i f i c a t i o n R e q u i r e m e n t s , Together with at Least Five Years Work E x p e r i e n c e	Meet the Following Professional Q u a l i f i c a t i o n R e q u i r e m e n t s , Together with at Least Five Years Work E x p e r i e n c e	Meet the Following Professional Q u a l i f i c a t i o n R e q u i r e m e n t s , Together with at Least Five Years Work E x p e r i e n c e	Independence (Note 1)	Independence (Note 1)	Independence (Note 1)	Independence (Note 1)	Independence (Note 1)	Independence (Note 1)	Independence (Note 1)	Independence (Note 1)	Independence (Note 1)	Independence (Note 1)	Number of Other Taiwanese Public Companies Concurrent ly Serving as a Compensati on Committee Member	Remar k
		An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University	A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialists Who Has Passed a National Examination and Been Awarded a Certificate in a Profession Necessary for the Business of the Company	Have Work Experienc e in the Area of Commerc e, Law, Finance, or Accountin g, or Otherwise Necessary for the Business of the Company	a	b	c	d	e	f	g	h	i	j
Independent Director	Liu, Chorng- Jian														0	N/A
Independent Director	Chu, Shao- Hua														0	N/A
Others	Tung, Li-Chen														1	N/A

Note 1: Please tick the corresponding boxes if the Compensation Committee members have been any of the following during the two years prior to being elected or during the term of office.

(a) Not an employee of the Company or any of its affiliates.
(b) Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(c) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
(d) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
(e) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. The same does not apply, however, to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public

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company and its parent or subsidiary or a subsidiary of the same parent.

(f) If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company. The same does not apply, however, to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(g) If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. The same does not apply, however, to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(h) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. The same does not apply, however, where the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company, or to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
(i) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
(j) Never been a person of any conditions defined in Article 30 of the Company Act.

3. Compensation Committee Meeting Status:

A total of three members are on the Company's Compensation Committee Current members’ term of office: June 13, 2019 to June 12, 2022. A total of 2

(A) meetings of the Compensation Committee were held in 2020. The attendance was as follows:

Title	Name	Attendance in Person (B)	By Proxy	Attendance Rate (%) `【`B/A`】`(Note)	Remark
Chairperso n	Liu, Chorng- Jian	2	`－`	100	N/A
Member	Chu, Shao- Hua	2	`－`	100	N/A
Member	Tung, Li- Chen	2	`－`	100	N/A

Note: 1. If a member of the Compensation Committee resigns before the end of the year, the date of resignation shall be indicated in the remarks column. The attendance rate (%) shall be calculated based on the number of meetings during their tenure and their actual attendance records.

By the end of the year, if the Compensation Committee is re-elected, the new and old Compensation Committee members shall all be listed, and the remarks column should indicate whether the member is old, new or re-elected and the date of reelection. The attendance rate (%) shall be calculated based on the number of meetings during their tenure and their actual attendance records.

4. Other Disclosure:

(1) If the board of directors reject or amend the Compensation Committee’s recommendations, state the date of the board meeting, the term of the board of directors, the content of proposal, board resolutions, and the company's handling of the Compensation Committee’s opinions. If the compensation approved by the board of directors is higher than the recommendations of the Committee, state the differences and reasons.: Such a situation did not occur to the Company.
(2) If there are Compensation Committee meeting resolutions with records or statements of a member having a dissenting opinion or qualified opinion, state the date of the Compensation Committee meeting, term of the Committee, content of proposal, all members’ opinions and the handling of their opinions: Such a situation did not occur to the Company.

Such a	situation did not occur to the Company.
Compensation Committee Meeting	Proposal	Resolution	The Company’s Handling of the Compensation Committee’s Recommendation
4thTerm, 2ndMeeting 109.2.25	1. 2019 employees’, directors’ and supervisors’ proportion of remuneration	(1) Unanimous approval of all attending members. (2)To be reported to the Board of Directors	(1) Implemented in accordance with the Compensation Committee’s resolution. (2) Submitted and approved by all directors present in the board meeting.
4thTerm, 3rd Meeting 109.10.23	1. Comparison of the company's 2019 directors’, supervisors’ and employees’ remuneration within the industry 2. 2019 evaluation results of the Company's senior managers' performance 3. 2020 senior managers' performance targets	Unanimous approval of all attending members.	Implemented in accordance with the Compensation Committee’s resolution.

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(5) Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory Commission

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-implementation and its reason(s)
	Yes	No	S u m m a r y
1. Does the Company follow materiality principle to conduct risk assessment for environmental, social and corporate governance topics related to company operation, and establish risk management related policy or strategy? (Note 1) 2. Does the Company have a dedicated (or ad-hoc) CSR organization with Board of Directors authorization for senior management, which reports to the Board of Directors? 3. Environmental Topic (1) Has the Company set an environmental management system designed to industry characteristics?	  		The Company has a team dedicated to sustainable development. The team organizes environmental, social and corporate governance issues and make strategies, based on the GRI Standards by the Global Reporting Initiative and the United Nations Sustainable Development Goals (SDGs), the Company’s ESG goals, and stakeholders' concerns. The information is disclosed in the corporate social responsibility report and the Company’s website. The Company has a team dedicated to sustainable development, which is responsible for the proposal and implementation of corporate social responsibility policies, systems, related management guidelines and specific action plans. The team regularly reports to the board of directors. The team is composed of the heads of different divisions and is supervised by the board of directors. Their main duties are to discuss, plan and implement the "environment," "society," and "governance" related management plans in accordance with the Guidelines of Corporate Social Responsibility by the board of directors, annual targets and atakeholders’ concerns, evaluate and review the effectiveness of implementation, and report to the board of directors on an annual basis. The board of directors resolves by voting on sustainable development goals to be implemented in every department. The Planning Department coordinates all the proposals, prepares corporate social responsibility reports, which contain the Company's views and strategies on sustainability issues such as corporate social responsibility, and discloses specific results. The Company’s safety management policy is established from the philosophy of “Sincerity, Diligence, Thrift, Prudence and Innovation,” aiming to enhance the safe operation of ships, ensure people’s maritime safety, and avoid ocean pollution. The Company’s fleet implements various environmental protection measures in accordance with the ISM Code and MARPOL. The Company and its entire fleet have implemented the environmental management system ISO 14001, hoping to more actively and effectively enhance its contribution to environmental protection. The Company’s newly-built ships are equipped with ballast water management systems, which prevents ecological hazards caused by the ships carrying foreign creatures.	N/A N/A N/A

(Continued)

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-implementation and its reason(s)
	Yes	No	S u m m a r y
(2) Is the Company committed to improving resource efficiency and to the use of renewable materials with low environmental impact?			The Company is committed to improving the efficiency of various resources: (1) The Company’s building centrally control the air- conditioning temperature based on the outdoor temperature, to achieve energy saving and carbon emission reduction. (2) The Company uses induction faucets and adjusts the water output to save water. (3) The Company implements elevator loading control to save electricity. (4) The Company recycles trash and implements environmental protection policies. (5) The company’s existing fleet is equipped with fuel homogenizers. The ships’ general screw caps are replaced with PBCF, and the ships’ Alfa Romeo Fuel Injectors are modified to reduce fuel and lubricating oil consumption. The underwater outer panels of the hull adopt automatic polishing paint without organic tin and receive regular screw polishing, to reduce ship resistance and improve propulsion efficiency. The fleet has implemented the environmental management system ISO 14001, and it promotes environmental protection policies and guidelines, aiming for the targets of wisely using natural resources and maintaining a green environment. The fleet also evaluates its environmental considerations and changes in laws and regulations in a timely manner and makes corresponding plans, implementations, reviews, and improvements, so that the crew has the awareness of environmental protection during the operation of the ship and the use of materials. (6) Shipbuilding: a. The company has installed energy-saving devices for new ships delivered after 2012, including Asian Champion and Asian Triumph (57K DWT), Asian Majesty, Asian Summit, Asian Prominence, and Asian Pride (62K DWT), Cemtex Sincerity and Cemtex Diligence (82K DWT), Cemtex Hunter, Cemtex Leader, Cemtex Honor, and Cemtex Fortune (84K DWT), Cemtex Innovation and Cemtex Creation (82K DWT), Cape Australia, Cape America, Cape Europe, Cape India, Cape Excelsior, Cape Success, Cape Brilliance, and Cape Galaxy (188K DWT), Grand Pioneer and Grand Wisdom (325K DWT). It has been verified that these new ships can save fuel by5% to 10%.	N/A

(Continued)

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A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-implementation and its reason(s)
	Yes	No	S u m m a r y
(3) Does the Company evaluate current and future climate change potential risks and opportunities and take measures related to climate related topics?			b. The Company's ships which are under construction at the moment include 2 bulk carriers (100K) which are expected to be delivered by Oshima Shipbuilding in 2022, and 4 dual-fuel bulk carriers (Dual Fuel 190K DWT) which are expected to be delivered by Shanghai Waigaoqiao Shipbuilding in 2023, two bulk carriers (210K DWT) which are expected to be delivered by Qingdao Beihai Shipbuilding in late 2022 and early 2023. The new ships are designed for special routes. In order to optimize eco-design, the new ships will be equipped with various energy-saving equipment and are estimated to save more fuel and carry bigger capacity then the older traditional ships do. Their energy-saving and carbon- reduction benefits will reach over 20%. The new ships are also equipped with ballast water management systems, which prevents ecological hazards caused by the ships carrying foreign creatures. c. The Company is one of the few pioneering shipping companies in the world to customize and operate bulk carriers using liquefied natural gas, which has been proved to significantly reduce greenhouse gas emissions. In 2020, the Company has signed a shipbuilding contract with Shanghai Waigaoqiao Shipbuilding for 4 dual-fuel bulk carriers of 190,000 dwt which adopt an advanced dual-use of fuel oil and liquefied natural gas. The ships are expected to be delivered respectively in 2023. The shipps will be equipped with the most advanced MAN B&W GI dual- fuel main engine, which is eco-friendly, and their silicon controlled rectifiers (SCR) comply with Tier III Nox emission standards. The Company provides the most professional green logistics and transportation services, and reduces greenhouse gas emissions in the iron ore transportation supply chain. (7) Since 2012, the Company has made SEEMP and CEEMP ship energy efficiency management plans to implement ship energy saving and carbon reduction management. It is expected that through the implementation of the plan, the ships’ efficiency and carbon reduction performance will be further improved. In response to the climate change and to reduce potential risks, the Company is one of the very few pioneering shipping companies in the world to customize and operate bulk carriers using liquefied natural gas, which has been proved to significantly reduce greenhouse gas emissions. In 2020, the Company has signed a shipbuilding contract with Shanghai Waigaoqiao Shipbuilding for 4 dual-fuel bulk carriers of 190,000 dwt which adopt an advanced dual-use of fuel oil and liquefied natural gas. The ships are expected to be delivered respectively in 2023. The shipps will be equipped with the most advanced MAN B&W GI dual-fuel main engine, which is eco- friendly, and their silicon controlled rectifiers (SCR) comply with Tier III Nox emission standards.	N/A

(Continued)

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-implementation and its reason(s)
	Yes	No	S u m m a r y
(4) Does the Company collect data for greenhouse gas emissions, water usage and waste quantity in the past two years, and set energy conservation, greenhouse gas emissions reduction, water usage reduction and other waste management policies?			In September and December 2020, the company received the delivery of two 325,000 dwt VLOCs, with advanced designs which are LNG ready. The ships are equipped with the most advanced eco- friendly MAN B&W main engine, and their silicon controlled rectifier, SO2 Scrubber, complies with the 2020 International Convention on Civil Liability for Bunker Oil Pollution Damage requirement to use low-sulfur fuel (less than 0.5m/m). The Company provides the most professional green logistics and transportation services, and reduces greenhouse gas emissions in the iron ore transportation supply chain. U-Ming implements CDSB’s Climate Change Reporting Framework and the Recommendations of the Task Force on Climate-related Financial Disclosures. The Company follows UN SDG13 as the basis for the its overall climate change report and management. The Company also discloses related issues in its corporate social responsibility report. The company’s existing fleet is equipped with various eco-friendly mechanisms. For example, the ships are equipped with fuel homogenizers. The ships’ general screw caps are replaced with PBCF, and the their Alfa Romeo Fuel Injectors are modified to reduce fuel and lubricating oil consumption. The underwater outer panels of the hull adopt automatic polishing paint without organic tin and receive regular screw polishing, to reduce ship resistance and improve propulsion efficiency. The ships adopt maritime meteorologically guided routes to reduce fuel consumption during voyages. Maintenance of main and auxiliary engines adopts MAN Condition Base Overhaul (CBO). The machine operating records are always kept track of to maintain the best fuel-saving condition. The air conditioner and water cooler adopt R-407C environmentally friendly refrigerant, reducing damages to the ozone layer. Since 2012, the Company has made SEEMP and CEEMP ship energy efficiency management plans to implement ship energy saving and carbon reduction management. It is expected that through the implementation of the plan, the ships’ efficiency and carbon reduction performance will be further improved.	N/A

(Continued)

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A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-implementation and its reason(s)
	Yes	No	S u m m a r y
			In order to keep track of greenhouse gas emissions, and have a reference for promoting greenhouse gas reduction based on the inventory, the Company's fleet submits monthly reports on fuel and lubricant consumption. The reports are used to calculate EEOI and fuel consumption per hundred nautical miles. The numbers are then compared with the standard values set by International Maritime Organization and to improve energy efficiency. The information on greenhouse gas emissions and energy consumption of the Company's fleet in the past two years is disclosed on pages 74-75 of this annual report. In recent years, the Company's ships have been equipped with energy-saving and carbon-reducing devices and adopted environmentally friendly speeds, which has reduced the fuel consumption per unit of ship per nautical miles and further reduced greenhouse gas emissions. In the future, old ships will be gradually eliminated. With the addition of new environmentally friendly ship models, it is expected that the fleet will maintain a reasonable emission ratio.
4. Social Topic (1) Does the Company set policies and procedures in compliance with regulations and internationally recognized human rights principles? (2) Has the Company established appropriately managed employee welfare measures (include salary and compensation, leave and others), and link operational performance or achievements with employee salary and compensation?	 		The company values labor rights and strives to ensure the basic human rights of employees, complying to domestic labor-related laws and regulations and international human rights conventions, such as United Nations Universal Declaration of Human Rights, United Nations Global Compact, and the International Labor Organization Declaration of Fundamental Principles and Rights at Work, etc. The Company fully takes on its responsibility to respect and protect human rights and has no tolerance for any violations of human rights. Refer to the Company's website for more information about the Company’s human rights policy, implementation and specific management plans. The "CSR Commitment Statement" (https://www.uming.com.tw/investors/Index.aspx ?CID=IGC0007&ID=INV0026) disclosed on the Company's website also incluses "Labor and Human Rights" clauses, which the Company and its stakeholders must abide by. The Company's remuneration to directors and managers is based on the the salary standards of listed companies in the bulk shipping industry in Taiwan and abroad, as well as the salary benchmark companies. The Company's procedure for determining remuneration is conducted by the board of directors, which takes into account the salary standards of domestic and foreign bulk shipping companies and listed companies. The Company pays directors’ and employees’ remuneration based on the Company’s operating performance each year and future risk management, and in accordance with the proportion set in the Company’s Articles of Incorporation. Therefore, the remuneration is highly correlated with the Company’s operating performance and risk management. The Company sets annual performance targets for employees in accordance with the Company’s Work Regulation and other related rules. The targets serve as the basis for rewards and punishments. Employee’s ethics is also an important evaluation indicator. The company has established a "Shore Party Staff Bonus Measures," issuing annual bonuses based on the Company's ship operation and managementperformance.	N/A N/A

(Continued)

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-implementation and its reason(s)
	Yes	No	S u m m a r y
(3) Does the Company provide employees with a safe and healthy working environment, with regular safety and health training? (4) Has the Company established effective career development training plans?	 		The company has established an Occupational Safety and Health Division and an Occupational Safety Committee and formulated various safety measures such as firefighting facilities, emergency evacuation routes and notification systems. Meanwhile, to prevent occupational accidents and protect the safety and health of employees, the Company has stipulated a Code of Occupational Safety and Health based on the Occupational Safety and Health Actand ISM Code, which the employees are required to follow to ensure a safe workplace. Contracted on-site nursing staff comes to the Company every month to provide the employees with health consultation, education and training. The Company implements regular maintenance of elevator fire-fighting facilities, strengthens access control management, and arranges regular occupational safety training and fire- fighting drills, to maintain staff safety. In order to create harmony between genders, prevent workplace sexual harassments, protect the rights of employees, and ensure a safe workplace, the Company has established sexual harassment prevention, complaints and punishment measures to protect its employees. The company creates a good environment for the employees’ career development, and establishes effective career development training programs. (1) In order to pass down the Company's culture and business philosophy, and to realize the goals of cultivating talents, new personnel training and ISM Code training are organized every year. (2) The Company selects suitable employees, based on the requirements of their work and their personal potentials, to participate in the Far Eastern Group Human Resource Developmen Center’s annual training courses, as well as various professional courses and seminars organized by relevant training institutions, aiming to achieve the goal of integrating training and practice. (3) In order to broaden the employees’ horizons, the Company selects employess to be assigned to take advanced English courses in foreign countries based on their needs at work and English proficiency, and encourages the employees to participate in Toastmaster clubs, comprehensively improving the employee’s language skills and creatinga trend of learning.	N/A N/A

(Continued)

U-MING MARINE ANNUAL REPORT 2020

C o r p o r a t e G o v e r n a n c e R e p o r t

A s s e s s m e n t I t e m			I m p l e m e n t a t i o n S t a t u s	Non-implementation and its reason(s)
	Yes	No	S u m m a r y
(5) Does the Company’s product and service comply with related regulations and international rules for customers’ health and safety, privacy, sales, labelling and set polices to protect consumers’ rights and consumer appeal procedures?			The company is dedicated to providing diversified options and high-quality services. The Company selects and cultivates excellent crews, regularly maintains its ships and acquires Rightship certification to ensure its transportation quality. The Company provides customers with the best transportation quality by ensuring 100% maritime safety. In order to ensure the rights and interests of customers, the company provides customers with a transparent and effective complaint channel. A dedicated mailbox has been set up on the Company's webpage as a communication channel for all investors, suppliers, and stakeholders to safeguard their rights. The company and its fleet comply with the standards of the International Safety Management (ISM) Code, the Maritime Labour Convention (MLC), and the International Ship and Port Facility Security (ISPS) Code, all of which have been verified by classification societies. The Company’s ships are also certified with the International Oil Pollution Prevention Certificate (IOPP) issued by a classification society, complying with norms and standards by the International Maritime Organization (IMO). The company and its fleet comply with the standards of the International Safety Management (ISM) Code, the Maritime Labour Convention (MLC), and the International Ship and Port Facility Security (ISPS) Code, all of which have been verified by classification societies. The Company’s ships are also certified with the International Oil Pollution Prevention Certificate (IOPP) issued by a classification society, complying with norms and standards by the International Maritime Organization(IMO).	N/A
(6) Does the Company set supplier management policy and request suppliers to comply with related standards on the topics of environmental, occupational safety and health or labor right, and their implementation status?			Marine transportation is an important part of the supply chain and is closely related to global trade. U-Ming carefully formulates different rules of supplier management based on the life cycle of the ship (shipbuilding → use (including maintenance) → dismantling), and evaluates the suppliers. For related management methods, refer to the "Ship Repairing Occupational Safety and Health Agreement Organization and Environmental Management Procedures," "Occupational Safety and Health Contractor Management Plan" and "Occupational Safety and Health Procurement Management Plan" on the official website of U- Ming.	N/A
5. Does the Company refer to international reporting rules or guidelines to publish CSR Report to disclose non-financial information of the Company? Has the said Report acquire 3rd certification party verification or statement of assurance?			The Company prepares its corporate social responsibility report based on the GRI Standards by the Global Reporting Initiative, as well as the United Nations Sustainable Development Goals (SDGs). The Company has also obtained a moderate level of assurance under DNV GL VeriSustain.	N/A

(Continued)

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s
	Yes	No	S u m m a r y
6. If the company has established its corporate social responsibility code of practice according to “Listed Companies Corporate Social Responsibility Code of Practice,” please describe the operational status and differences. The Company refers to the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies to formulate its corporate social responsibility policies. The 2nd meeting of the 16th Board of Directors on August 12, 2013 approved the "U-Ming Marine Transport Corp. Code of Corporate Social Responsibility,” which was amended at the 7thmeeting of the 17th Board of Directors on August 11, 2017, and it has been implemented accordingly. So far, there has not been any deviation.
7. Other important information to facilitate better understanding of the company’s implementation of corporate social responsibility: (1) The Company cares for charity, donating occassionally to the Far Eastern Y. Z. Hsu Science and Technology Memorial Foundation and the Far Eastern Medical Foundation, and assisting Far Eastern Hospital to improve service quality and Yuan Ze University in cultivating scientific and technological talents. (2) The Company occasionally purchases gift boxes from various charities, doing its best to help socially disadvantaged groups. (3) The Company occasionally participates in beach cleaning activities organized by the Maritime & Port Bureau, making efforts for environmental protection. (4) When invited, the Company gives lectures and speeches to domestic maritime education institutions, through which the Company establishes mutual assistance and cooperation with the institutions, helping students better understand the Company's management and operation of bulk shipping. (5) The company has established a scholarship and built audio-visual classrooms for Yuan Ze University, encouraging students to learn. The Company also provides priority employment opportunities to Yuan Ze students. (6)The company highly values the cultivation of shipping talents. For many years, it has cooperated with schools and universities such as National Kaohsiung Marine University, Taipei University of Marine Technology, National Keelung Maritime Vocational High School, National Su-ao Marine & Fisheries Vocational High School, National Tung Kang Maritime and Fishery Vocational High School and Penghu Vocational High Schooland to organize U-Ming Shipping Seminars and industry-academia collaboration courses, where the Company send lecturers to share their practical experience. It is a part of U-Ming’s efforts to fulfill its corporate social responsibility of education. (7) The company and its fleet comply with the standards of the International Safety Management (ISM) Code, the Maritime Labour Convention (MLC), and the International Ship and Port Facility Security (ISPS) Code, all of which have been verified by classification societies. All crew members are equipped with steel-toed safety work boots and helmets, and regular fire drills are held. The Company’s ships are also certified with the International Oil Pollution Prevention Certificate (IOPP) issued by a classification society, complying with norms and standards by the International Maritime Organization (IMO). (8) Through eco policies and ships equipped with energy-efficient and carbon-reducing equipment, the Company is committed to reducing the pollution that the shipping industry causes to the environment, and consistently strives to work as a eco guardian. The Company does not only improve the energy efficiency of ships, but also strengthen the crews’ environmental awareness. In the future, the Company will work hard to fulfill its corporate social responsibilities and be dedicated to environmental protection. (9) In response to the government's energy conservation and carbon reduction policies, the Company purchased green certificates issued by the Industrial Technology Research Institute Liujia Branch, to practice corporate social responsibility as a role model. (10) The Company pioneers in the industry in joining the international Green Corridor project. This is the joint research and development of new LNG fuel-powered bulk carriers by international environmentally conscious cargo owners and shipowners to reduce the emission of nitrogen oxides, sulfur oxides, carbon dioxide and carbon particles, aiming for environmental protection. (11) The Company won the Gold Award in the Transportation Industry of the 2020 Taiwan Corporate Sustainability Awards organized by the Taiwan Institute for Sustainable Energy. It also passed the evaluation by FTSE Russell and Taiwan Stock Exchange and has been included in the FTSE4Good Emerging Index and FTSE4Good TIP Taiwan ESG Index, for the fourth consecutive year. Moreover, U- Ming won the "Excellent Port Operation Performance," "Excellent Industry-Academia Collaboration," "Excellent Green Shipping Development" and "Excellent Fleet Expansion" awards under the 2019 Excellent Shipping Contest by the Ministry of Transportation and Communications. In 2020, it was selected as the most outstanding shipping company in Taiwan by Asiamoney. Every award marks a meaningful affirmation of U-Ming’s competence in environmental protection, corporate social responsibility and ESG.
8. Describe if the Company's product or corporate social responsibility report has been verified by any relevant certification bodies: (1) The Company obtained the ISO 14001 environmental management system certification and obtained the ISO 14001:2004 certificate verified by DNV in August 2012. The Company has been consistent and effective in its implementation for three consecutive years and passed every reinspection. The Company has always been commited to environmental protection and sustainability. It renewed its ISO 14001:2015 certification in August 2018. The new certificate is valid from August 2018 to August 2021. (2) The Company’s 2019 corporate social responsibility report published in June 2020 was prepared based on the GRI Standards by the Global Reporting Initiative, disclosing the Company’s efforts to develop green shipping, to fulfill its corporate social responsibilities, and the specific results of energy conservation and carbon reduction. The report also obtained a moderate level of assurance under DNV GL VeriSustain.

(Continued)

U-MING MARINE ANNUAL REPORT 2020

C o r p o r a t e G o v e r n a n c e R e p o r t

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-implementation and its reason(s)
	Yes	No	S u m m a r y
9. Corporate Social Responsibility Governing Structure, Specific Action Plans and Results: The Company has a team dedicated to sustainable development, which is responsible for the proposal and implementation of corporate social responsibility policies, systems, related management guidelines and specific action plans. The team regularly reports to the board of directors. The team is composed of the heads of different divisions and is supervised by the board of directors. Their main duties are to discuss, plan and implement the "environment," "society," and "governance" related management plans in accordance with the Guidelines of Corporate Social Responsibility by the board of directors, annual targets and atakeholders’ concerns, evaluate and review the effectiveness of implementation, and report to the board of directors on an annual basis. The board of directors resolves by voting on sustainable development goals to be implemented in every department. The Planning Department coordinates all the proposals, prepares corporate social responsibility reports, which contain the Company's views and strategies on sustainability issues such as corporate social responsibility, and discloses specific results. 2020 Achievements The Company is committed to ensure shareholders' rights and interests, actively strengthening corporate governance, valuing risk management, internal control mechanisms, investor communication and information disclosure. The Company was ranked among the top 6% to 20% of the sixth corporate governance evaluation by Taiwan Stock Exchange. It also won the Gold Award in the Transportation Industry of the 2020 Taiwan Corporate Sustainability Awards organized by the Taiwan Institute for Sustainable Energy. It also passed the evaluation by FTSE Russell and Taiwan Stock Exchange and has been included in the FTSE4Good Emerging Index and FTSE4Good TIP Taiwan ESG Index, for the fourth consecutive year. Every achievement marks a meaningful affirmation of U- Ming’s competence in environmental protection, corporate social responsibility and ESG. Other Achievements: (1) The company has established a scholarship and built audio-visual classrooms for Yuan Ze University, encouraging students to learn. The Company also provides priority employment opportunities to Yuan Ze students. (2) The company highly values the cultivation of shipping talents. For many years, it has cooperated with schools and universities such as National Kaohsiung Marine University, Taipei University of Marine Technology, National Keelung Maritime Vocational High School, National Su-ao Marine & Fisheries Vocational High School, National Tung Kang Maritime and Fishery Vocational High School and Penghu Vocational High Schooland to organize U-Ming Shipping Seminars and industry-academia collaboration courses, where the Company send lecturers to share their practical experience. It is a part of U-Ming’s efforts to fulfill its corporate social responsibility of education. (3) In response to the government's energy conservation and carbon reduction policies, the Company purchased green certificates issued by the Industrial Technology Research Institute Liujia Branch, to practice corporate social responsibility as a role model. 2021 Plans (1) Conduct eegular evaluations of the board of directors, individual directors and functional committees base on the Board of Directors Evaluation Measure. The evaluation results shall be reported to the board of directors and disclosed on the Company's website. Furthermore, external evaluations shall be carried out at least once every three years. (2) Actively discuss and plan to establish functional committees other than the requirements of laws, with more than half of the members being independent directors. (3) Plan the re-election of the board of directors and make sure that it is in line with the diversification policy of board members to achieve the diversification goals. (4) With reference to the International Bill of Human Rights, formulate human rights policies and specific management plans, and disclose on the Company's website. (5) Develop the Company's intellectual property management plans and disclose them on the Company's website, with connection to to operational targets and strengthening the supervisory function of the board of directors. (6) Participate in the Taiwan Corporate Sustainability Awards contest organized by the Taiwan Institute for Sustainable Energy, and strive to become a role model of corporate governance among the industry. (7) Continue to promote green energy and emission reduction plans for ships, and innovate ship design ands equipment. For instance, designing the new ships as LNG dual-fuel powered bulk carrier will significantly reduce greenhouse gas emissions and contribute to the maintenance of the climate and marine ecology.

Note 1: The principle of materiality refers to environmental, social and corporate governance issues which have significant impact on the company's investors and other stakeholders.

(6) Taiwan Corporate Conduct and Ethics Implementation as Required by the Taiwan Financial Supervisory Commission

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-i mp le me ntat io n a nd its r e a s o n ( s )
	Yes	No	S u m m a r y
1. Establishment of Corporate Conduct and Ethics Policy and Implementation Measures (1) Does the company have a clear ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? (2) Whether the company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates within a business context, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies?	 		In order to strengthen and implement corporate governance, the Company has stipulated "Ethical Corporate Management Best Practice Principles" and "Code of Ethical Conduct," which were approved by the 2nd meeting of the 16th Board of Directors on August 12, 2013 and reported to the shareholders' meeting on June 9, 2014. Partial amendments in accordance with the laws were approved by the board of directors on May 7, 2020 and reported to the shareholders’ meeting on June 9, 2020. In order to ensure the implementation of "Ethical Corporate Management Best Practice Principles" and "Code of Ethical Conduct," the Company promoted the "Ethical Corporate Management Best Practice Principles" and "Code of Ethical Conduct" to its employees on the website, implementing the concept of ethical management to all employees' daily work. The website is also regularly updated to disclose the specific situations of ethics management. The Company’s board meeting rules of procedure have been revised in line with the Securities and Exchange Act and the Company Act to strengthen the resolution procedures for major donations and the disclosure of directors' recusal due to conflicts of interests. All directors and supervisors sign a declaration of understanding of the laws and regulations. The Company occasionally educates the board of directors and management about disclosure of transactions with related parties, in order to prevent any violations. The company has stipulated the "Measures for Declaring Gifts Received by Employees" as a part of employees' integrity and ethical standards, ensuring absolute honesty and preventing business activities with risks of dishonest behavior. All political donations of the Company strictly abide by the Political Donations Act of the Ministry of the Interior. The Company's policy to prevent dishonest behaviors covers the following items: (1) Criteria for determining the provision or acceptance of illegitimate benefits. (2) Procedures for making legal political donations. (3) Procedures and amount standards for legitimate charitable donations or sponsorships. (4) Provisions and declaration and handling procedures on avoiding conflicts of interest. (5) Code of confidentiality for confidential and commercially sensitive information obtained in business. (6) Regulations and procedures for suppliers, customers and business partners involved in unethical conduct.	N/A N/A

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C o r p o r a t e G o v e r n a n c e R e p o r t

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-i mp le me ntat io n a nd its r e a s o n ( s )
	Yes	No	S u m m a r y
(3) Whether the company has established relevant policies that are duly enforced to prevent unethical conduct, provided implementation procedures, guidelines, consequences of violation and complaint procedures, and periodically reviews and revises such policies?			(7)Handling of violation of Ethical Corporate Management Best Practice Principles (8) Disciplinary sanctions for violators. In order to establish a corporate culture of integrity and to prevent unethical behaviors, the Company regularly promotes the signing of the "Declaration of Loyalty" for employees every year, and clearly stipulates the punishment for unethical conduct in the "Work Regulations" of employees, so that the employees can fully understand the Company’s determination, policy, and precautious plans for ethical management and the consequences of violations. Relevant operating procedures and standards are publicly disclosed on the Company’s website www.uming.com.tw With reference to the Whistleblower system in the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Company has stipulated the “Guidelines for Ethical Operation Procedures and Behaviors” based on Taiwan Stock Exchange’s policy and reference templates, clearly defining the reporting and investigation procedures for violations.	N/A
2. Ethic Management Practice (1) Whether the company has assessed the ethics records of whom it has business relationship with and include business conduct and ethics related clauses in the business contracts			The Company always carefully selects customers with good credit ratings and stable asset portfolios, and strives for long-term contracts of affreightment (COA) to reduce operational risks. All major purchases are handled through the Group's dedicated joint purchase center, strictly following the standard procurement procedures within the internal control system. The Company conducts business activities in a fair and transparent manner. Before business dealings, it considers the legality of suppliers, customers and other counterparties and whether they have records of unethical conduct. The Company also requires its business partners to comply with the Company's Ethical Corporate Management Best Practice Principles. The Company invites relevant stakeholders to fill in the social responsibility commitment statement, hoping that the stakeholders’ values are consistent with the Company’s The Company also hopes that the stakeholders respect social and ethical standards, understand and follow the laws, actively engage in environmental and social issues during the partnership, take on responsibilities and constantly improve and upgrade. The form is disclosed on the Company’s website https://www.uming.com.tw/investors/Index.aspx ?CID=IGC0007&ID=INV0026	N/A

(Continued)

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-i mp le me ntat io n a nd its r e a s o n ( s )
	Yes	No	S u m m a r y
(2) Whether the company has set up a unit which is dedicated to promoting the company’s ethical standards and regularly (at least once a year) reports directly to the Board of Directors on its ethical corporate management policy and relevant matters, and program to prevent unethical conduct and monitor its implementation? (3) Whether the company has established policies to prevent conflict of interests, provide appropriate communication and complaint channels and implement such policies properly? (4) To implement relevant policies on ethical conducts, has the company established effective accounting and internal control systems, audit plans based on the assessment of unethical conduct, and have its ethical conduct program audited by internal auditors or CPA periodically?	  		The Company's chief corporate governance officer under the board of directors and human resources department are dedicated to the promotion and operation of corporate integrity management, responsible for the stipulation, supervision and implementation of ethical management policies and preventative plans. These units are supervised by the board of directors, and their main responsibility is to ensure anti-corruption measures for ethical management, make plans to prevent unethical behaviors, organize internally, reduce the risk of unethical business behaviors, promote ethics related policies and training, plan and implement the whistleblowing system, based on the Ethical Corporate Management Best Practice Principles approved by the Company’s board of directors, and assist the board of directors and management to evaluate the implementation, and report to the board of directors on an annual basis. The Company’s board of directors works with the care of a good administrator and establishes organizations and channels, such as audit committee, compensation committee, internal audit, etc., to supervise the Company and prevent unethical behaviors. The board also reviews the effectiveness of implementation and constantly improves to ensure ethical management. Relevant operating procedures and standards are disclosed in the corporate governance section of the Company’s website (https://www.uming.com.tw/) While handling business, the staff of the Company shall comply to laws and regulations and preventive plans, handle official duties in an objective and efficient manner, proactively report to the company should there be potential conflicts of interests, and handle such matters in accordance with the company’s code of conduct to prevent conflicts of interests. The Company has a dedicated human resources mailboxe and internal audit mailboxe as communication channels for internal and external communications. The directors of the Company shall be highly self-disciplined. If any proposals to the board of directors contain interests involving themselves or the institutions which they represent, and may be harmful to the interests of the Company, the directors may state their opinions and respond to inquiries, but shall not participate in discussions and voting. The directors shall recuse from discussions and voting in the event of conflicts of interests, and shall not cast a proxy vote. The Company has a rigorous accounting system and a dedicated accounting division. The financial statements are reviewed by certified public accountants and announced in accordance with regulations to ensure the accuracy and transparency of financial information. In order to implement the "Regulations Governing Establishment of Internal Control Systems by Public Companies" and the Ethical Corporate Management Best Practice Principles, the Company has established an internal audit division to set up internal control systems and regularly review and amend for effectiveness. The internal audit division formulates and implements the annual internal audit plan based on the risk assessment results, and reports the audit results to the Audit Committee and the Board of Directors. Moreover, through the annual internal control self-evaluation, the Company and its subsidiaries self-examine the design and implementation of the internal control system in order to achieve truly ethical management.	N/A N/A N/A

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U-MING MARINE ANNUAL REPORT 2020

C o r p o r a t e G o v e r n a n c e R e p o r t

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-i mp le me ntat io n a nd its r e a s o n ( s )
	Yes	No	S u m m a r y
(5) Does the company provide internal and external ethical conduct training programs on a regular basis?			The Company regularly arranges for directors and independent directors to participate in training courses organized by the Human Resources Development Center of the Group's affiliates, and for senior executives to participate in the Group's annual joint meeting to strengthen the implementation of corporate social responsibility and ethics management. Occasionally, the Company also sends employees to participate in corporate social responsibility related courses held by external organizations and announces relevant regulations at meetings, and on internal and external websites. The Company is committed to promoting corporate ethics and strengthening employee ehtics education, stipulating relevant provisions in documents such as the Work Regulations of employees.	N/A
3. Implementation of Complaint Procedures (1) Does the company establish specific complaint and reward procedures, set up conveniently accessible complaint channels, and designate responsible individuals to handle the complaint received? (2) Whether the company has established standard operation procedures for investigating the complaints received, follow-up measures after investigation are completed, and ensuring such complaints are handled in a confidential manner?	 		The 13th meeting of the 16th Board of Directors on November 6, 2015 approved the partial amendments to provisions of the Code of Ethical Conduct, and stipulated the Procedures for Ethical Management and Guidelines for Conduct, which specify the handling units, whistleblower channels, handling procedures, punishment and reward system, etc., giving the Company’s managers and other employees guidelines to comply with the Company’s Code of Ethical Conduct and Ethical Corporate Management Best Practice Principles. For the whistleblowing cases, the Company has a dedicated human resources mailbox, crew department mailbox, complaint and reporting mailbox for violation of ethical management, internal audit mailbox, etc., which serve as communication channels for employees and internal and external complaints. Should the Company’s staff, suppliers, customers, or stakeholders, etc., be found to have violated the Ethical Corporate Management Best Practice Principles, witnesses shall proactively report to the Company’s chief corporate governance officer, managers, internal audit supervisor, human resources department, or other executives through the above channels. For complaints related to ethical management which do not clearly elaborate on the facts, the Company shall still conduct audits on the operation items and scope concerned in the complaint. If it is found that there are internal control deficiencies or management problems, recommendations for improvement will be made. If there is indeed a major negligence or improper conduct in operations, a punishment recommendation will be made. Relevant operating procedures and standards are disclosed in the corporate governance section of the Company’s website. (https://www.uming.com.tw/) The investigation standards, operating procedures and confidentiality mechanisms for information such as the job title, name, date of violation, details of violation, rules violated, and handling status of the violator, shall be specified in accordance with the Company’s Procedures for Ethical Management and Guidelines for Conduct.	N/A N/A

(Continued)

A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	I m p l e m e n t a t i o n S t a t u s	Non-imp le me ntat io n a nd its r e a s o n ( s )
	Yes	No	S u m m a r y
(3) Does the company adopt proper measures to prevent a complainant from retaliation for his/her filing a complaint?	 		The Company has established an appeal system for those suspected of violating the codes to appeal and seek assistance in accordance with the regulations. In the investigation of the reported case, if it is determined that the informant fabricated or provide false information, the Company will conduct punishment in accordance with relevant regulations or handle the matter with legal approach. When a reported case is confirmed to be true and the ruling is made, the relevant investigation data and reports shall be documented and retained by the Human Resources Department, and the decision shall be ensured to implement properly. The company shall keep the informants and the contents of the report confidential, and the information shall be verified through independent channels.	N/A
4. Information Disclosure (1) Does the company disclose its guidelines on business ethics as well as information about implementation of such guidelines on its website and Market Observation Post System (MOPS)?			The Company implements ethical management in accordance with the laws. All information is disclosed in the Public Observasion Post System in accordance with the laws, as well as on the Company's website. The Company publishes its Code of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and Ethical Corporate Management Operating Procedures and Behavior Guidelines in the corporate governance section and the Articles of Incorporation and Regulations on the Company’s website. Also, the Company announces and promotes the Code of Ethical Conduct and Ethical Conduct Operation Procedures and Behavior Guidelines on the internal website for employees, implementing ethical management to all employees' daily work. In order to enhnce ethical management, the Company has appointed a chief corporate governance officer under the board of directors and the human resources department to handle the stipulation and supervision of the ethical management policy and preventative plans. The relevant units report to the board of directors on an annual basis. Since the board of directors passed the relevant codes and measures, there has been no situations which require the Company to disclose violation of ethical management.Relevant operating procedures and standards are disclosed in the corporate governance section of the Company’s website. (https://www.uming.com.tw/) The Company’s website fully discloses the provisions of its Ethical Corporate Management Best Practice Principles, Code of Ethical Conduct, as well as the Ethical Corporate Management Operating Procedures and Behavior Guide." For the reporting and punishment of violations of ethical conduct, promotion status of ethical management, detailed and specific practices regarding internal control self- evaluation results, refer to: (https://www.uming.com.tw/)	N/A
(Continued)
A s s e s s m e n t I t e m	I m p l e m e n t a t i o n S t a t u s			Non-imp le me ntat io n a nd its

U-MING MARINE ANNUAL REPORT 2020

C o r p o r a t e G o v e r n a n c e R e p o r t

	Yes	No	S u m m a r y	r e a s o n ( s )
5. . If the company has established corporate governance policies based on Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe any discrepancy between the policies and their implementation. In order to strengthen and implement corporate governance, establish a corporate culture of integrity, and enhance operations, the Company referred to the examples listed in the "Code of Ethical Conduct for TWSE/GTSM Listed Companies" and the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies" to stipulate its own Ethical Corporate Management Best Practice Principles and Code of Ethical Conduct, which were approved in the second meeting of the 16th Board of Directors on August 12, 2013. The Company has handled related matters accordingly and strictly followed related laws such as the Company Act, Securities and Exchange Act, Business Entity Accounting Act, and Political Donations Acts, to implement ethical management. So far, there has been no deviation from the laws and regulations. The Company referred to the examples listed in the "Code of Ethical Conduct for TWSE/GTSM Listed Companies" by Taiwan Stock Exchange and partial provisions of "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies," as well as the operating conditions of the Company, to partially amend the Company’s "Ethical Corporate Management Best Practice Principles" and "Code of Ethical Conduct," which was approved by the 4th meeting of the 18th board of directors on May 07, 2020 and reported to the shareholders’ meeting on June 9, 2020.
6. Other important information to facilitate better understanding of the company’s corporate conduct and ethics compliance practices (e.g., review the company’s corporate conduct and ethics policy). The company implements ethical management in accordance with government regulations. All information is disclosed in the Market Observation Post System as required by law. With a well-rounded audit system, the Company discloses the operations of its internal audit unit, the board meeting rules of procedure and various resolutions on its website. Moreover, the Company takes out employee honesty gurantee insurance, and carefully selects companies with good reputation and stable operations, such as Taipower, BHP, and RIO TINTO, as its partners. The Company has been certified by the CG6005 Corporate Governance System Evaluation of Taiwan Corporate Governance Association, which demonstrates the Company’s determination to implement ethical management. The Company adds important information regarding ethical standards on its procurement system to ensure that suppliers have a smooth complaint procedure to follow if their rights or interests are harmed in any way during the process of procurement. The Company has always upheld the highest standards of ethics for its employees and external partners. Any illegal conduct of suppliers or employees such as bribery shall be prosecuted by law.

(7) Describe the channels to look up the Company’s diclosure of its code of corporate governance code and related regulations:
The company referred to the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" to stipulate its "Code of Corporate Governance," which was approved in the 5th meeting of the 15th Board of Directors on March 17, 2011. In order to enhance corporate governance, the 7th meeting of the 18th Board of Directors on November 10, 2020 passed the amendments to the Company’s “ Code of Corporate Governance,” which has been implemented and disclosed on the Company’s website and the Market Observation Post System. For inquiries. The company has established relevant procedures and rules for corporate governance. Information such as the shareholders’ meeting and board meeting rules of procedure, director election measures, major resolutions, major information processing procedures, asset acquisition and disposal processing procedures, loaning procedures, endorsement and guarantee procedures, Code of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and code of corporate social responsibility, have been disclosed in detail on the Company’s website.
The Company’s corporate governance related regulations have been fully disclosed on its website and the Market Observation Post System. The Company’s website: http://www.uming.com.tw Market Observation Post System: http ： //mops.twse.com.tw

(8) Supplementary Information Regarding Corporate Governance

Continuing Education/Training of Directors (Including Independent Directors)

T i t l e	Name	Date	Date	Host by	T r a i n i n g T i t l e	Durati o n
		From	To
Chairman	Hsu, Shu-Tong	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.12.24	2018.12.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.12.09	2020.12.09	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
Director	Hsu, Shu-Ping	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.08.01	2018.08.01	Taiwan Corporate Governance Association	Liability Insurance for Directors, Supervisors and Important Employees	3.0
		2019.05.08	2019.05.08	Taiwan Corporate Governance Association	Important issues regarding group corporate governance	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.31	2020.07.31	Taiwan Corporate Governance Association	Enterprise operation risks and corporate governance	3.0
		2020.12.09	2020.12.09	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
Director	Asia Cement Corporation Representative`：` Chang, Tsai- Hsiung	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.12.24	2018.12.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.12.09	2020.12.09	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0

(Continued)

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C o r p o r a t e G o v e r n a n c e R e p o r t

T i t l e	Name	Date	Date	Host by	T r a i n i n g T i t l e	Durati o n
		From	To
Director	Asia Cement Corporation Representative`：` Lee, Kun-Yen	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.12.24	2018.12.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.04.25	2019.04.25	Center for Corporate Sustainability	CEO lectures speeches	2.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.07.24	2019.07.24	Center for Corporate Sustainability	CEO Lecture	2.0
		2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.12.09	2020.12.09	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
Director	Asia Cement Corporation Representative`：` Douglas Jefferson Hsu	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.08.01	2018.08.01	Taiwan Corporate Governance Association	Liability Insurance for Directors, Supervisors and Important Employees	3.0
		2019.05.08	2019.05.08	Taiwan Corporate Governance Association	Important issues regarding group corporate governance	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.31	2020.07.31	Taiwan Corporate Governance Association	Enterprise operation risks and corporate governance	3.0
Director	Tung, Chee-Chen	2018.01.12	2018.01.12	Law Dept., OOIL	Quarterly Cyber Security Update	2.0
		2018.03.23	2018.03.23	Our Hong Kong Foundation	Judicial civilization with Chinese characteristics	2.5
		2018.05.14	2018.05.14	Law Dept., OOIL	Quarterly Cyber SecurityUpdate	2.0
		2018.06.08	2018.06.08	Eric A., Posner & E. Glen Weyl	Radical Market Uprooting Capitalism and Democracy for a just Society	4.0
		2018.09.20	2018.09.21	The Hong Kong Jockey Club Charities Trust	Philanthropy for Better Cities Forum	18.5
		2019.01.28	2019.01.28	One Country Two Systems Research Institute	AI Generation: Workplace, Talent, Education	2.5
		2019.01.28	2019.01.28	One Country Two Systems Research Institute	AI Generation: Workplace, Talent, Education	2.5
		2019.05.28	2019.05.28	KPMG	KPMG Belt & Road Initiative Forum	2.25
		2019.06.04	2019.06.04	HSBC	HSBC Mid Year Investment Outlook	3.5

(Continued)

T i t l e	Name	Date	Date	Host by	T r a i n i n g T i t l e	Durati o n
		From	To
Director	Tung, Chee-Chen	2020.01.09	2020.01.09	HSBC	HSBC Investment Outlook Luncheon	1.5
		2020.07.23	2020.07.23	JP Morgan	Global China Summit	4.0
		2020.07.30	2020.07.30	Standard Chartered Bank	Live Webinar: Private Bank Global Macro Outlook amid US- China Tensions	1.0
		2020.07.31	2020.07.31	UBS	Expert call – US-China relation and China economic/financial sector outlook	1.0
		2020.08.05	2020.08.05	UBS	Expert call – Outlook for the US-China Relations	1.0
		2021.01.21	2021.01.21	Centre for Asian Philanthrophy and Society	CAPS 3rd 2020 Philanthropy Conference Series	2.0
		2021.01.26	2021.01.28	CUSEF & CCIEE	Hong Kong Forum on U.S.-China Relations	8.5
Director	Yue Ding Industry Co., Ltd. Representative`：` Choo-Kiat Ong	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.08.10	2018.08.10	Taiwan Corporate Governance Association	Corporate Governance – An Analysis of the Latest Amendments to the Company Act	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.08.12	2020.08.12	Taiwan Corporate Governance Association	How directors and supervisors should lead their companies to do a good job in corporate risk crisis management	3.0
Director	Yuan Ding Investment Co., Ltd. Representative`：` Lee, Kuan-Chun	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.12.24	2018.12.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.04.26	2019.04.26	Securities and Futures Institute	2019 Annual Conference on Preventing Insider Trading	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.12.09	2020.12.09	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0

(Continued)

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T i t l e	Name	Date	Date	Host by	T r a i n i n g T i t l e	Durati o n
		From	To
Independent Director	Chu, Shao-Hua	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.12.24	2018.12.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.12.09	2020.12.09	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
Independent Director	Liu, Chorng-Jian	2018.05.18	2018.05.18	Taiwan Corporate Governance Association	How directors should fulfill their "duty of care"	3.0
		2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.12.24	2018.12.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.08.06	2019.08.06	Taipei Foundation Of Finance	The liability risk of business operators with false financial reports	3.0
		2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.10.15	2020.10.15	Taipei Foundation Of Finance	Latest ESG trends – sustainable business strategy in the finance industry as an example	3.0
		2020.12.09	2020.12.09	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
Independent Director	Pan, Wen-Yan	2019.01.23	2019.01.23	Taiwan Corporate Governance Association	Board Performance Evaluation	3.0
		2019.05.03	2019.05.03	Taiwan Corporate Governance Association	New trend of sustainable decision- making – Task Force on Climate-related Financial Disclosures	3.0
		2020.05.06	2020.05.06	Taiwan Corporate Governance Association	Analysis of Financial Situations During Stressful Events – the Sino-U.S. Trade War and COVID-19 as Examples	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0

Note: The continuing education for the Company’s directors and supervisors is handled in accordance with the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies by Taiwan Stock Exchange. The Company’s directors and supervisors in Taiwan regularly take training courses. While the Company's foreign directors do not participate in training courses in Taiwan due to geographical restrictions, they acquire new knowledge by participating in foreign seminars, forums, etc.

Continuing Education Training of Managers in 2020

T i t l e	Name	Date	Date	Host by	T r a i n i n g T i t l e	Durati o n
		From	To
President	Choo- Kiat Ong	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.08.10	2018.08.10	Taiwan Corporate Governance Association	Corporate Governance – An Analysis of the Latest Amendments to the Company Act	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.08.12	2020.08.12	Taiwan Corporate Governance Association	How directors and supervisors should lead their companies to do a good job in corporate risk crisis management	3.0
Executive Vice President	Douglas Jefferson Hsu	2018.07.24	2018.07.24	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2018.08.01	2018.08.01	Taiwan Corporate Governance Association	Liability Insurance for Directors, Supervisors and Important Employees	3.0
		2019.05.08	2019.05.08	Taiwan Corporate Governance Association	Important issues regarding group corporate governance	3.0
		2019.07.23	2019.07.23	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
		2020.07.31	2020.07.31	Taiwan Corporate Governance Association	Company operation risks and corporate governance	3.0
Senior Vice President, President's Office	Bismark Chang	2018.04.23	2018.04.24	Accounting Research and Development Foundation	Continuing training courses for issuers, securities firms, and stock exchange accounting supervisors	12.0
		2019.10.28	2019.10.29	Accounting Research and Development Foundation	Continuing training courses for issuers, securities firms, and stock exchange accounting supervisors	12.0
		2020.07.23	2020.07.24	Accounting Research and Development Foundation	Continuing training courses for issuers, securities firms, and stock exchange accounting supervisors	12.0
Chief Corporate Governance Officer	Alex Chen	2019.10.24	2019.10.24	Securities and Futures Institute	Directors, (Independent) Supervisors, and Corporate Governance Executives Advanced Seminar – Corporate Governance and the Latest Amendment of Regulations	3.0
		2019.11.05	2019.11.05	Taiwan Academy of Banking and Finance	Corporate Governance Lecture – on strengthening corporate governance, from the perspective of liability insurance for directors and supervisors	3.0

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C o r p o r a t e G o v e r n a n c e R e p o r t

Date	Date	Host by	T r a i n i n g T i t l e	Durati o n
From	To
2019.11.06	2019.11.06	Taiwan Stock Exchange	Conference on effective function of directors	3.0
2019.11.14	2019.11.14	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0
2020.04.17	2020.04.17	Taiwan Corporate Governance Association	Corporate Governance and Legal Compliance Case Study	3.0
2020.04.28	2020.04.28	Taiwan Corporate Governance Association	Behind the scenes of corporate governance: the practices of corporate governance specialists	3.0
2020.07.22	2020.07.22	Taiwan Academy of Banking and Finance	Seminar on Practical Board Operation and Corporate Governance	3.0

The Company’s 11th meeting of the 14th Board of Directors on December 24, 2009 approved the stipulation of "Internal Significant Information Processing Procedures." The Company has disclosed its internal major information processing procedures on the website, so that all employees, managers and directors have guidelines for handling and controlling the Company's material finance information and can avoid violations and insider transactions.
Greenhouse gas emissions and energy consumption of the Company's fleet in the past two years

Category	2019	2020
Total diesel consumption (MT)	14,185	13,972
Total fuel oil consumption (MT)	236,972	198,368
CO2 emission (ton)	783,503	710,432
Carbon emission per ton of the ship	0.1633	0.1426

Existing Vessel Design Index (EVDI) was established by an international ship evaluation company, RightShip. A Green House Gas Emissions Rating is established based on EVDI to evaluate the fuel efficiency of ships and the carbon dioxide emissions per ton and per nautical mile. The ratings A to G indicate high to low, where A represents best fuel efficiency and the least greenhouse gas emission, and D and above is average and above. In 2020, more than 86% of U-Ming’s fleet was rated a higher-than-average D.

Energy Efficiency Operational Indicator (EEOI) of the Company’s Fleet in 2020

2020
Model / EEOI	Year 2020	EEOI reference value	Difference from the reference value
Self loading and unloading cement carrier	35.18	37	-4.92%
Handy-sized bulk carrier	7.82	15	-47.87%

Paramax bulk carrier	7.16	10	-28.40%
Cape sized bulk carrier	4.71	6	-21.50%
Supramax bulk carrier	3.60	4.5	-20.00%

Unit: Ton ／ Ton-Nautical Mile Note: EEOI ＝（ Grams of carbon dioxide emitted by fuel combustion ） / （ tons of cargo carried x nautical miles traveled ）

The Energy Efficiency Operational Index (EEOI) is the amount of carbon dioxide emitted per ship's unit of transportation operations (combustion coefficient: heavy oil 3.1144; low-sulfur oil 3.151; diesel 3.206). In other words, it is the ratio of the amount of carbon dioxide emitted from fuel oil to the cargo quantity times transportation distance. It is the efficiency index of the ship’s energy consumption at a specific operating speed during the measurement period.

The amendments to Annex VI of MARPOL established two energy efficiency standards, the Energy Efficiency Design Index (EEDI) for new ships and the Ship Energy Efficiency Management Plan (SEEMP), setting mandatory requirements for new ships in international voyages of 400 gross tonnage or more (1) to reduce energy efficiency index by 10% from 2015 to 2019; (2) to reduce the index by an additional 10% from 2020 to 2024, and (3) reduce emission by 30% by 2025.

U-Ming pioneers to reduce greenhouse gas emissions through energy management and emission prevention. In 2020, U-Ming’s bulk carrier unit emission had been reduced by 20.59% since 2013 (unit emission = CO2/DWT). The medium-term goal is to reduce unit emission by 30% by 2025 compared to 2013 (unit emissions = CO2/DWT), and to plan and expand high-efficiency environmentally friendly fleet, energy sources such as LNG, and carbon neutrality, with a goal of zero carbon emissions.

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(9) Implementation of internal control system

a. Statement of Internal Control System

U-MING MARINE TRANSPORT CORP. Statement of Internal Control System

Date: March 9, 2021

In 2020 the Company conducted an internal audit in accordance with its Internal Control Regulations and hereby declares as follows:

The Company acknowledges and understands that the establishment, implementation and maintenance of the internal control system are the responsibility of the Board and managerial officers, and that the Company has already established such a system. The purpose is to provide reasonable assurance to the effectiveness and efficiency of business operations (including profitability, performance and security of assets), reliability of financial reporting and compliance with relevant regulatory requirements.
There are inherent limitations to even the most well designed internal control system. As such, an effective internal control system can only reasonably ensure the achievement of the aforementioned goals. Moreover, the operating environment and situation may change, impacting the effectiveness of the internal control system. The internal control system of the Company features a selfmonitoring mechanism. Once identified, any deficiency will be rectified immediately
The Company determines the effectiveness of the internal control system in design and implementation in accordance with the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as "the Regulations").The Regulations are instituted for judging the effectiveness of the design and implementation of the internal control system. There are five components of effective internal control as specified in the Regulations with which the procedure for effective internal control is measured, namely: (1) Control Environment, (2) Risk Evaluation, (3) Control Operation, (4) Information and Communication, and (5) Monitoring. Each of the elements in turn contains certain audit items. Refer to the Regulations for details.
The Company has adopted the aforementioned internal control system for an internal audit on the effectiveness of the design and enforcement of the internal control system
Based on the aforementioned audit findings, the Company holds that it has reasonably preserved the achievement of the aforementioned with the internal control system as of December 31, 2020 (including the monitoring over the subsidiaries), including the effectiveness and efficiency in operation, reliability and transparency in financial reporting and compliance with relevant regulatory requirements, and that the design and enforcement of internal control are effective.
This statement shall form an integral part of the annual report and prospectus of the Company and will be publicly announced. If any fraudulent information, concealment or unlawful practices are discovered in the content of the aforementioned information, the Company shall be held liable under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.
This statement of declaration was approved by the Board on March 9, 2021, in the presence of 11 directors, who concurred unanimously.

U-Ming Marine Transport Corp.

Signature

Chairman: President:

Signature

If CPA Was Engaged to Conduct a Special Audit of Internal Control System, Provide Its Audit Report: None.
(10) Penalty on the Company and its personnel, punishment imposed by the Company on personnel in violation of internal control system regulations, major deficiencies and improvement in 2020 and during the current fiscal year up to the date of publication of the annual report: None.
(11) Important resolutions of shareholders meeting and board meeting in 2014 and during the current fiscal year up to the date of publication of the annual report:
A. Important resolutions at the 2020 Annual Shareholders’ Meeting

Date	Important Resolutions	Implementation
06.09.202 0	Matters To Be Reported 1. 2019 Business Report 2. 2019 Financial Statements 3. The Audit Committee’s Review Report on 2019 Business and Financial Statements 4. Distribution of 2019 Remuneration to the Employees and Directors 5. The amendments to “Ethical Corporate Management Best Practice Principles” and “Code of Ethical Conduct” of the Company Matters To Be Ratified 1. The 2019 Business Report and Financial Statements 2. The proposal for Earnings Distribution of 2019 (Equity cash dividend of NT$1.9 per share) Matters to Be Discussed 1. The Amendment to the Company Corporate Charter (Articles of Incorporation) 2. The Amendment to the “Rules of Procedure for Shareholders’ Meetings” of the Company	The 2019 cash dividend is NT$1.9 per share. The Company has set July 7, 2020 as the dividend base date, and will distribute cash d i v i d e n d s o n J u l y 3 1 , 2 0 2 0 . Implemented in accordance with the amended Charter. Implemented in accordance with the amended Rules.

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1. Important resolutions of board meetings in 2020 and during the current fiscal year up to the date of publication of the annual report:

Meeting	Date	Major Resolutions
18th Term 4th Meeting	03.10.2020	1. Approved January 2020 report on the long-term freight solicitation contracts. 2. The Company assessed that it was able to prepare a draft of its four major financial statements and all notes and appendices for its financial report, and then submit to CPA for review. 3. Approved November – December 2019 internal audit plan implementation report. 4. Approved 2020 financial report CPA appointment and independence assessment. 5. Approved the 2019 mater list of the Company and its subsidiaries’ equipment acquisition and disposal. 6. Approved the Company's senior executive personnel proposal. 7. Approved the minutes of the 2nd meeting of the 4th Compensation Committee and the proposal of 2019 employees’ and directors’ remuneration. 8. Approved the Company's 2019 standalone and consolidated financial statements. 9. Approved the Company's 2019 earnings distribution proposal. 10. Approved the Company's 2019 business report. 11. Approved matters related to the Company's 2020 annual shareholders’ meeting. 12. Approved the amendments to the Company’s Corporate Charter. 13. Approved amendments to the " Shareholders' Meeting Rules of Procedure." 14. Approved the Company's [2019 Statement of Internal Control System].
18th Term 5th Meeting	05.07.2020	1. Approved March 2020 report on the long-term freight solicitation contracts. 2. Approved January – March 2020 internal audit plan implementation report. 3. Approved the 2020 Q1 mater list of the Company and its subsidiaries’ equipment acquisition and disposal. 4. Approved U-Ming Marine Transport Corp. 2020 Q1 consolidated financial statements 5. Approved the amendments to the Company’s “Ethical Corporate Management Best Practice Principles” and “Code of Ethical Conduct.” 6. Approved the personnelchange ofexecutive.
18th Term 6th Meeting	08.10.2020	1. Approved June 2020 report on the long-term freight solicitation contracts. 2. Approved April – July 2020 internal audit plan implementation report. 3. Approved the Company’s 2019 Corporate Social Responsibility Report. 4. Approved the renewal of Director and Officers (D&O) Liability Insurance. 5. Approved the 1H20 mater list of the Company and its subsidiaries’ equipment acquisition and disposal. 6. Approved U-Ming Marine Transport Corp. 1H20 consolidated

Meeting	Date	Major Resolutions
		financial statements
18th Term 7th Meeting	11.10.2020	1. Approved September 2020 report on the long-term freight solicitation contracts. 2. Approved August – October 2020 internal audit plan implementation report. 3. Approved the minutes of the 3rd meeting of the 4th Compensation Committee. 4. Approved 2020 Q1 – Q3 mater list of the Company and its subsidiaries’ equipment acquisition and disposal. 5. Approved the company's senior executive personnel proposal. 6. Approved U-Ming Marine Transport Corp. 2020 Q1 – Q3 consolidated financial statements. 7. Approved 2021 operating budgets of the Company and its subsidiaries. 8. Approved the investment in offshore wind farm support vessels. 9. Approved the proposal to transfer the donation for Yuan Ze University to the Far Eastern Foundation to assist in the construction of its "International Conference Center." 10. Approved amendments to the company’s "Code of Corporate Governance," "Board Meeting Rules of Procedures" and "Organizational Rules of the Compensation Committee." 11. Approved the Company's [2021 Audit Plans].

(Continued)

Meeting	Date	Major Resolutions
18th Term 8th Meeting	03.09.2021	1. Approved January 2021 report on the long-term freight solicitation contracts. 2. Approved November – December 2020 internal audit plan implementation report. 3. Approved the signing of a 10-year shipping contract for 4 LNG dual- fuel powered bulk carriers by U-Ming (Singapore), the Company’s subsidiary, with Anglo American. 4. Approved the signing of a shipbuilding contract of four 190,000 DWT dual fuel cape sized bulk carriers by U-Ming (Singapore), the Company’s subsidiary, with Shanghai Waigaoqiao Shipbuilding Co., Ltd. 5. Approved the endorsement and guarantee for U-Ming (Singapore) to order 4 190K DWT Capesize (natural gas/diesel dual fuel) bulk carriers from Shanghai Waigaoqiao Shipbuilding Co., Ltd. 6. Approved the signing of a shipbuilding contract of two 210,000 DWT bulk carrier and two additional 210,000 DWT bulk carrier option agreements by U-Ming (Singapore), the Company’s subsidiary, with Qingdao Beihai Shipbuilding Heavy Industry Co., Ltd. 7. Approved the endorsement and guarantee for U-Ming (Singapore) to order 2 210K DWT bulk carriers from Qingdao Beihai. 8. Approved the sale of a subsidiary’s cape sized bulk carrier. 9. Approved 2021 financial report CPA appointment and independence assessment.

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C o r p o r a t e G o v e r n a n c e R e p o r t

Meeting	Date	Major Resolutions
		10. Approved the 2020 mater list of the Company and its subsidiaries’ equipment acquisition and disposal. 11. Approved the personnel change of executive. 12. Approved the minutes of the 4th meeting of the 4th Compensation Committee (including the 2020 board of directors and functional committees self-evaluation results report) and the proposal of 2020 employees’ and directors’ remuneration. 13. Approved the Company's 2020 standalone and consolidated financial statements. 14. Approved the Company's 2020 earnings distribution proposal. 15. Approved the Company's 2020 business report. 16. Approved matters related to the Company's 2021 annual shareholders’ meeting. 17. Approved amendments to the Company’s “Director Election Measures”. 18. Approved the Company's [2020 Statement of Internal Control System].
18th Term 9th Meeting	05.07.2021	1. Approved March 2021 report on the long-term freight solicitation contracts. 2. Approved January – March 2021 internal audit plan implementation report. 3. Approved the signing of a shipbuilding contract of two 100,000-ton ships by U-Ming (HK), a subsidiary, and Oshima Shipbuilding. 4. Providing endorsement and guarantee for U-Ming (HK), a subsidiary, to sign a shipbuilding contract of two 100,000-ton ships. 5. Approved the sale of a subsidiary’s cape sized bulk carrier. 6. Approved the sale of a subsidiary’s panamax bulk carrier. 7. Approved 2021 Q1 master list of the Company and it subsidiaries’ equipment acquisition and disposal. 8. Approved the change of CPA for 2021 Q1 financial statements. 9. Approved the personnel change of executive. 10. Approved U-Ming Marine Transport Corp. 2021 Q1 consolidated financial statements. 11. Approved the resale of the first vessel (HNO.11001) of shipbuilding contract of two 210,000 DWT bulk carrier by U-Ming (HK), the Company’s subsidiary, with Sumitomo Corporation at Oshima Shipbuilding Co., Ltd., to elevate the delivery capacity of R.O.C- flagged vessels and operational efficiency. 12. Approved the establishment of joint venture with World Marine Offshore A/S.

(12) Recorded or written opinions from directors on passed important resolutions by the Board of Directors in 2020 and during the current fiscal year up to the date of publication of the annual report: None.
(13) Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate Governance Officer and R&D during 2020 and as of the Date of this Annual Report:

(13) Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate Governance Officer and R&D during 2020 and as of the Date of this Annual Report:	(13) Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate Governance Officer and R&D during 2020 and as of the Date of this Annual Report:	(13) Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate Governance Officer and R&D during 2020 and as of the Date of this Annual Report:	(13) Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate Governance Officer and R&D during 2020 and as of the Date of this Annual Report:	(13) Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit, Corporate Governance Officer and R&D during 2020 and as of the Date of this Annual Report:
May15,2021
Title	Name	Date on Board	Date of Resignation/Dis missal	Reason(s) of Resignation/Dismiss al
Chairman	Hsu, Shu-Tong	06.13.2019	N/A	N/A
President	Choo-Kiat Ong	07.01.2000	N/A	N/A
Head of Accounting	Tsung-Liang Chang	04.01.1996	N/A	N/A
Head of Finance	Ching-Lin Wang	05.02.2019	N/A	N/A
Head of Internal Audit	Bi-Suang Tsai	08.10.2015	N/A	N/A
Head of Corporate Governance	Chang-Sheng Chen	05.02.2019	N/A	N/A
Head of Research and Development	N/A	N/A	N/A	N/A

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C o r p o r a t e G o v e r n a n c e R e p o r t

5. Information of Fees to CPAs

(1) Information of Fees to CPAs

Accounting firm	Accounting firm	Name of accountant	Name of accountant	Name of accountant	Duration of audit	Duration of audit	Note	Note
Deloitte Touche Tohmatsu Limited		Zhen- MingLi	Yi-Wen Wang		2020/01/01~2020/12/ 31		N/A
(In Thousands of New Taiwan Dollars)
Fee category Scale of amount				Audit fee		Non-audit fee		Total
1	Below 2,000			-		1,272		1,272
2	2,000 thousand to 4,000 thousand			-		-		-
3	4,000 thousand to 6,000 thousand			5,453		-		5,453
4	6,000 thousand to 8,000 thousand			-		-		-
5	8,000 thousand to 10,000 thousand			-		-		-
6	Above 10,000 thousand			-		-		-

Note: The audit fee is the fee paid by the Company to the CPA for financial report verification, review, and tax certification.

(In Thousands of New Taiwan Dollars)

Accountin g firm	Name of Accoun tant	Audit fee	Non-audit fee	Non-audit fee	Non-audit fee	Non-audit fee	Non-audit fee	D ur a t i o n o f a u d i t	Note
			System Design	Busines s Registra tion	Human Resourc es	Others	Total
Deloitte Touche Tohmatsu Limited	Zhen- MingLi	5,453	0	0	50	1,222	1,272	2020/01/01~ 2020/12/31	Note 2
	Yi-Wen Wang

Note 1: The non-audit fee paid by the Company to the CPA and its affiliates in 2020 accounted for 23.33% of the total fee. The non-audit fee for respective service items is listed in the table.
Note 2: "Others” item of non-audit fee accounted for 96.07% of the total non-audit fee. “Others” mainly includes transfer pricing and tax services.
(2) If accounting firm was replaced and if the audit fees paid for the fiscal year in which such replacement took place are lower than those for the previous year, the reduction in the amount of audit fees, percentage of reduction and the reason(s) shall be disclosed:

Not applicable, since the Company did not replace the accounting firm in the most recent year.

(3) Disclose related information if the audit fees paid for the current year are lower than those for the previous fiscal year by 10 percent or more:

The Company paid an audit fee of NT$5,453 thousand to accounting firm in the most recent year, a decrease of 0.55% from the previous year’s audit fee of NT$5,483 thousand.

6. Information of Changing of CPAs

(1) Former CPAs

(1) Former CPAs
D a t e o f C h a n g e	March 10, 2020			May 7, 2021
Reasons and Explanation of C h a n g e s	Due to the internal arrangement of Deloitte, CPA Li-Wen Kuo was replaced by CPA Yi-Wen Wang.			Due to the internal arrangement of Deloitte, CPA Zhen-Ming Li was replaced by CPA Wen-Chin Lin.
State Whether the Appointment is T e r m i n a t e d o r Rejected by the Consignor or C P A s	Client Status		CPA			Consignor
	Appointment t e r m i n a t e d automatically		
	Appointment r e j e c t e d (discontinued)
T he Op inio ns Other than U n m o d i f i e d O p i n i o n Issued in the Last Two Years and t h e R e a s o n s f o r t h e S a i d O p i n i o n s		N/A
Is There Any Disagreement in O p i n i o n w i t h t h e I s s u e r	Yes				Accounting principle orpractice
					Disclosure of financial statements
					Auditing scope or procedures
					Others

	No	
	Summary
Supplementary Disclosure (Disclo sures Specified in Article 10.6.1.4~7 of the R e g u l a t i o n s )	N/A
(2) Successor CPAs

A c c o u n t i n g F i r m Deloitte Touche Tohmatsu Limited

U-MING MARINE ANNUAL REPORT 2020

C o r p o r a t e G o v e r n a n c e R e p o r t

N a m e o f A c c o u n t a n t	Yi-Wen Wang	Wen-Chin Lin
D a t e A p p o i n t e d	Approved by the Board of Directors on March 10, 2020	Approved by the Board of Directors on May 7, 2021
Prior to the Formal Engagement, Any Inquiry or Consultation on the A c c o u n t i n g Tr e a t me n t o r A c c o u n t i n g P r i n c i p l e s f o r S p e c i f i c Transactions, and the Type of A u d i t Opinion that Might be Rendered o n t h e F i n a n c i a l R epo r t	N/A
Written Opinions from the Successor CPAs that are Different f r o m t h e F o r m e r C PA’s O p i n i o n s	N/A

(3) Former accountants ’ reply regarding items specified in Article 10.6.1 and Article 10.6.2.3 of the Regulations Governing Information to be Published in Annual Reports of Public Companies: None.
7 、 The Chairman, President and Financial or Accounting Manager of the Company who had Worked for the Independent Auditor or the Related Party in the Past Year: None.

8 `、` Changes to Shareholding by Directors, Supervisors, Presidents and Shareholders with 10% Shareholdings or More:

(1) Changes in Shareholding of Directors, Supervisors, Presidents and Major Shareholders

T i t l e	Name	2020	2020	2 0 2 1 u p t o M a y 1 5	2 0 2 1 u p t o M a y 1 5
		I n c r e a s e (decrease) in s hares h e l d	I n c r e a s e ( d e c re a s e ) in pledged s h a r e s	I n c r e a s e (decrease) in share s h e l d	I n c r e a s e (decrease) in pledged s h a r e s
Chairman	Hsu, Shu-Tong	0	0	0	0
Director	Hsu, Shu-Ping	0	0	0	0
Director	Asia Cement Corporation(Note 1) Representative`：` Chang, Tsai- Hsiung	0 * 0	0 * 0	0 * 0	0 * 0
Director	Asia Cement Corporation(Note 1) Representative`：` Lee,Kun-Yen	0 * 0	0 * 0	0 * 0	0 * 0

Director	Asia Cement Corporation(Note 1) Representative`：` Douglas Jefferson Hsu	0 * 0	0 * 0	0 * 0	0 * 0
Director	Tung, Chee-Chen	0	0	0	0
Director	Yue Ding Industry Co., Ltd. Representative`：` Choo-Kiat Ong	0 * 0	0 * 0	0 * 0	0 * 0
Director	Yuan Ding Investment Co., Ltd. Representative`：` Lee,Kuan-Chun	0 * 0	0 * 0	0 * 0	0 * 0
Independent Director	Chu, Shao-Hua	0	0	0	0
Independent Director	Pan, Wen-Yan	0	0	0	0
Independent Director	Liu, Chorng-Jian	0	0	0	0
President	Choo-Kiat Ong	0	0	0	0
Executive Vice President	Douglas Jefferson Hsu	0	0	0	0
Senior Vice President	Chu-Sheng Wu	0	0	0	0
Senior Vice President (Head of Accounting)	Tsung-Liang Chang	0	0	0	0
General Manager (Head of Finance)	Ching-Lin Wang	0	0	0	0
Vice President	Chang-Sheng Chen	0	0	0	0

Note 1: Major shareholder with a shareholding ratio of over 10%.

Note 2: ＊ Number of shares personally held by the representative of corporate shareholder. Note 3: None of the counterparties of the equity transfer and equity pledge is a related party.

(2) Information regarding the transfer of shares with the counterparty being the related party: N/A.
(3) Information regarding the pledging of shares with the counterparty being the related party: N/A.

U-MING MARINE ANNUAL REPORT 2020

C o r p o r a t e G o v e r n a n c e R e p o r t

9. Information disclosing the spouse, kinship within second degree and

relationship between any of the top ten shareholders:

9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:	9. Information disclosing the spouse, kinship within second degree and relationship between any of the top ten shareholders:
April 12,2021
NAME (NOTE 1)	SHAREHOLD ER		SPOUSE & MINOR SHAREH OLDING		COMBIN ATION OF SHARES BY NOMINE E ARRAN GEMEN T		TITLES, NAMES AND RELATIONSHIPS OF TOP 10 SHAREHOLDERS WITH RELATIONSHIPS, SPOUSAL RELATIONSHIPS, OR KINSHIP WITHIN THE SECOND DEGREE (NOTE 2)		NO T E
	Shares	Share holdi ng Ratio( %)	Shar es	Share holdin g Ratio( %)	Shar es	Share holdi ng Ratio( %)	Name	Relation
Asia Cement Corporation	331,701,152	39.25	0	0	0	0	Yu Yuan Investment Co., Ltd. Asia Investment Corporation Yuan Ding Investment Co., Ltd.	Invested company evaluated using equity method Subsidiary Has the same chairman	N/A
Asia Cement Corporation Representative`：` Chang, Tsai-Hsiung	303,997	0.04	103,196	0.01	0	0	N/A	N/A	N/A
Asia Cement Corporation Representative`：` Lee, Kun-Yen	67,558	0.01	0	0	0	0	N/A	N/A	N/A
Asia Cement Corporation Representative`：` Douglas Jefferson Hsu	0	0	0	0	0	0	N/A	N/A	N/A
Cathay Life Insurance Co., Ltd.	32,809,528	3.88	0	0	0	0	N/A	N/A	N/A
Cathay Life Insurance Co., Ltd. Representative: Huang,Diao-Gui	0	0	0	0	0	0	N/A	N/A	N/A
Public Service Pension Fund Management Board	9,257,000	1.10	0	0	0	0	N/A	N/A	N/A
Yuan Ding Investment Co., Ltd.	8,869,000	1.05	0	0	0	0	Asia Cement Corporation	Has the same chairman	N/A
Yuan Ding Investment Co., Ltd. Representative`：` Lee,Kuan-Chun	0	0	0	0	0	0	Asia Cement Corporation	Director of the company	N/A
Yu Yuan Investment Co., Ltd.	7,968,143	0.94	0	0	0	0	Asia Cement Corporation	Invested company evaluated using equity method	N/A

Yu Yuan Investment Co., Ltd. Representative:Chen ,Chun-Ming	0	0	0	0	0	0	N/A	N/A	N/A
(Continued)
NAME (NOTE 1)	SHAREHOL DER		SPOUSE & MINOR SHAREH OLDING		COMBIN ATION OF SHARES BY NOMINE E ARRAN GEMEN T		TITLES, NAMES AND RELATIONSHIPS OF TOP 10 SHAREHOLDERS WITH RELATIONSHIPS, SPOUSAL RELATIONSHIPS, OR KINSHIP WITHIN THE SECOND DEGREE (NOTE 2)		N O TE
	Shares	Shareh olding Ratio( %)	Shares	Share holdin g Ratio( %)	Shar es	Share holdin g Ratio( %)	Name	Relation
Asia Investment Corporation	7,796,914	0.92	0	0	0	0	Asia Cement Corporation	Parent company	N/A
Asia Investment Corporation Representative: Hsu, Shu-Ping	83,595	0.01	1,000	0	0	0	Asia Cement Corporation Yuan Ding Investment Co., Ltd.	Director of the company Director of the company	N/A
Allianz Global Investors Taiwan Fund	7,750,000	0.92	0	0	0	0	N/A	N/A	N/A
Ya Li Transportation Corportion	6,348,103	0.75	0	0	0	0	Asia Cement Corporation	Parent company	N/A
Ya Li Transportation Corportion Representative: Chang, Chih-Peng	136,558	0.02	21,645	0.00	0	0	Asia Cement Corporation	Senior Vice President of the company	N/A
Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Funds	6,026,108	0.71	0	0	0	0	N/A	N/A	N/A
JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds	6,012,610	0.71	0	0	0	0	N/A	N/A	N/A

Note 1: All the top ten shareholders shall be listed. The names of corporate shareholders and their representatives shall be listed separately.

Note 2: The shareholders listed in the table include institutions and natural persons, whose relations shall be disclosed in accordance with the issuer's standards of financial report preparation.

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C o r p o r a t e G o v e r n a n c e R e p o r t

10. The Shareholding of the Company, its Director, Supervisor, President and the Business that is Controlled by the Company Directly or Indirectly on the Invested Companies

	December 31, 2020 Unit: share;%	December 31, 2020 Unit: share;%	December 31, 2020 Unit: share;%	December 31, 2020 Unit: share;%	December 31, 2020 Unit: share;%	December 31, 2020 Unit: share;%
Reinvested entities (Note)	Investment by the Company		I n v e s t me n t s b y d i r e c t o r s , s u p e r v i s o r s , p r e s i d e n t s and directly or i n d i r e c t l y c o n t r o l l e d e n t e r p r i s e s		Total Investment
	Shares	Sharehol ding Ratio	Shares	Sharehol ding Ratio	Shares	Sharehol ding Ratio
U-Ming Marine Transport (Singapore) Pte Ltd.	150,145,615	99.99%	1	0.00%	150,145,616	99.99%
U-Ming Marine Transport (Hong Kong)Limited	26,999,999	99.99%	1	0.00%	27,000,000	100.00%
U-Li Investment Co., Ltd.	150,000,000	68.18%	70,000,000	31.82%	220,000,000	100.00%
U-Tong Investment Co.,Ltd.	136,040,000	73.54%	48,960,000	26.46%	185,000,000	100.00%
Taiwan Global Energy Maritime Co.,Ltd.	205,410,000	40.00%	0	-	205,410,000	40.00%

Note: Investment recognized using equity method.

IV. Capital Raised

1. Capital and Shares

(1) Source of capital stock

A. Source of capital stock

May 15, 2021

						May15,2021	May15,2021	May15,2021
Year / M onth	Iss ue pr ice (NT D )	A uthor i ze d c a pi tal		Pai d -i n S hares		Note
		S hares (T ho us a n d )	Amo unt (Tousa nd NTD )	S hares (T ho us a n d )	Amo unt (Tousa nd NTD )	Source of capital stock	C a p i t a l Increased by assets other then c a s h	Date and reference number of approval
1990.07	10	400,000	4,000,000	331,471	3,314,710	Earnings 947,060 thousand	N/ A	(Note 1)
1991.07	10	400,000	4,000,000	364,618	3,646,181	Earnings 331,471 thousand	N/ A	(Note 2)
1993.08	10	600,000	6,000,000	466,900	4,669,000	Earnings 546,927 thousand Merger with T.Network 475,892 thousand	N/ A	(Note 3)
1993.12	10	650,000	6,500,000	500,445	5,004,449	Earnings 335,449 thousand	N/ A	(Note 4)
1994.11	10	650,000	6,500,000	525,467	5,254,671	Earnings 50,044 thousand Additional Paid-In Capital 200,178 thousand	N/ A	(Note 5)
1995.07	10	700,000	7,000,000	551,741	5,517,405	Earnings 262,734 thousand	N/ A	(Note 6)
1996.06	10	750,000	7,500,000	593,121	5,931,210	Earnings 413,805 thousand	N/ A	(Note 7)
1997.01	10	750,000	7,500,000	594,716	5,947,162	Euro-Convertible Bond 15,952 thousand	N/ A	(Note 8)
1997.06	10	750,000	7,500,000	624,452	6,244,520	Earnings 297,358 thousand	N/ A	(Note 9)
1998.01	10	850,000	8,500,000	627,903	6,279,033	Euro-Convertible Bond 34,513 thousand	N/ A	(Note 10)
1998.06	10	850,000	8,500,000	659,298	6,592,985	Earnings 313,952 thousand	N/ A	(Note 11)
1999.08	10	850,000	8,500,000	685,670	6,856,704	Earnings 263,719 thousand	N/ A	(Note 12)
2000.07	10	850,000	8,500,000	702,812	7,028,122	Earnings to capital increase 171,418 thousand	N/ A	(Note 13)
2001.05	10	850,000	8,500,000	674,935	6,749,352	Stock Repurchase 278,770 thousand	N/ A	(Note 14)
2001.10	10	850,000	8,500,000	635,234	6,352,342	Stock Repurchase 397,010 thousand	N/ A	(Note 15)
2002.03	10	850,000	8,500,000	621,751	6,217,512	Stock Repurchase 134,830 thousand	N/ A	(Note 16)

(Continued)

U-MING MARINE ANNUAL REPORT 2020

C a p i t a l R a i s e d

Year / M onth	Iss ue pr ice (NT D )	A uthor i ze d c a pi tal	A uthor i ze d c a pi tal	Pai d -i n S hares	Pai d -i n S hares	Note	Note	Note
		S hares (T ho us a n d )	Amo unt (Tousa nd NTD )	S hares (T ho us a n d )	Amo unt (Tousa nd NTD )	Source of capital stock	C a p i t a l Increased by assets other then c a s h	Date and reference number of approval
2004.08	10	850,000	8,500,000	715,014	7,150,139	Earnings 932,627 thousand	N/ A	(Note 17)
2005.08	10	880,000	8,800,000	858,017	8,580,167	Earnings 1,430,028 thousand	N/ A	(Note 18)
2016.01	10	880,000	8,800,000	845,056	8,450,557	Stock Repurchase 129,610 thousand	N/ A	(Note 19)

Note 1 ： 1990.06.26 (79) Tai-Tsai-Zheng (1)No. 01365 Note 2 ： 1991.07.15 (80)Tai-Tsai-Zheng (1)No. 01524 Note 3 ： 1993.06.21 (82)Tai-Tsai-Zheng (1)No. 01518 Note 4 ： 1993.10.19 (82)Tai-Tsai-Zheng (1)No. 39910 Note 5 ： 1994.09.09 (83)Tai-Tsai-Zheng ( 一 )No. 31375 Note 6 ： 1995.06.17 (84)Tai-Tsai-Zheng ( 一 )No. 36075 Note 7 ： 1996.05.24 (85)Tai-Tsai-Zheng ( 一 )No. 33345 Note 8 ： 1997.01.08 (86)Tai-Tsai-Zheng ( 一 )No. 76649 Note 9 ： 1997.05.21 (86)Tai-Tsai-Zheng ( 一 )No. 40942 Note 10 ： 1998.01.09 (87)Tai-Tsai-Zheng ( 一 )No. 96801 Note 11 ： 1998.06.03 (87)Tai-Tsai-Zheng ( 一 )No. 48468 Note 12 ： 1999.07.05 (88)Tai-Tsai-Zheng ( 一 )No. 60360 Note 13 ： 2000.05.30 (89)Tai-Tsai-Zheng ( 一 )No. 46660 Note 14 ： 2001.02.20 (90)Tai-Tsai-Zheng ( 三 )No. 107432 Note 15 ： 2001.04.18 (90)Tai-Tsai-Zheng (3)No. 119806 Note 16 ： 2001.12.11 (90)Tai-Tsai-Zheng (3)No. 173529 Note 17 ： 2004.06.04 Tai-Tsai-Zheng (1) No. 0930124998 Note 18 ： 2005.06.20 Ching-Kuan-Zhen (1) No. 0940124629 Note 19 ： 2015.11.12 Ching-Kuan-Zhen-Jiao No. 1040046013

Shareholding type	Authorized capital	Authorized capital	Authorized capital	Note
	Issued shares	Un-issued shares Total	Total
common shares	845,055,712	34,944,288	880,000,000	Listed stocks

B. Information for shelf registration: None.

(2) Shareholder structure:

(2) Shareholder structure:	(2) Shareholder structure:	(2) Shareholder structure:	(2) Shareholder structure:	(2) Shareholder structure:	(2) Shareholder structure:	(2) Shareholder structure:
April 12,2021
Shareholder Structure Quantity	Governmental agencies	Financial institutions	Other legal entities	Domestic natural persons	Foreign institutions & Naturalpersons	Total
Number of Shareholders	5	51	171	61,234	249	61,710
Shares	18,476,001	59,640,861	404,877,023	285,588,490	76,473,337	845,055,712
Shareholding Ratio	2.18%	7.06%	47.91%	33.80%	9.05%	100.00%

(3) Shareholding Distribution Status

A. Common shares

(3) Shareholding Distribution Status A. Common shares	(3) Shareholding Distribution Status A. Common shares	(3) Shareholding Distribution Status A. Common shares	(3) Shareholding Distribution Status A. Common shares
April 12,2021
Class of shareholding	Number of Shareholders	Shares	Shareholding Ratio
1 to 999	16,170	3,255,321	0.38%
1,000 to 5,000	34,711	73,567,122	8.71%
5,001 to 10,000	5,691	46,019,282	5.45%
10,001 to 15,000	1,584	20,580,968	2.44%
15,001 to 20,000	1,167	21,898,215	2.59%
20,001 to 30,000	904	23,455,230	2.78%
30,001 to 50,000	662	26,832,805	3.17%
50,001 to 100,000	438	32,138,463	3.80%
100,001 to 200,000	200	28,191,678	3.34%
200,001 to 400,000	78	21,126,388	2.50%
400,001 to 600,000	31	14,760,436	1.75%
600,001 to 800,000	12	8,808,313	1.04%
800,001 to 1,000,000	13	11,789,178	1.39%
1,000,001 or above	49	512,632,313	60.66%
Total	61,710	845,055,712	100.00%

B. Preferred shares: The Company does not issue preferred shares

ANNUAL REPORT 2020

U-MING MARINE

C a p i t a l R a i s e d

(4) List of Major Shareholders

A. Shareholders with 5% Shareholdings or More

April 12, 2021

		April 12,2021
Shareholding Name of Major Sharholder	Shares	Shareholding Ratio
Asia Cement Corporation	331,701,152	39.25%

B.Top Ten Shareholders

April 12, 2021

B.Top Ten Shareholders		April 12,2021
Shareholding Name of Major Sharholder	Shares	Shareholding Ratio
Asia Cement Corporation	331,701,152	39.25%
Cathay Life Insurance Co., Ltd.	32,809,528	3.88%
Public Service Pension Fund Management Board	9,257,000	1.10%
Yuan Ding Investment Co., Ltd.	8,869,000	1.05%
Yu Yuan Investment Co., Ltd.	7,968,143	0.94%
Asia Investment Corporation	7,796,914	0.92%
Allianz Global Investors Taiwan Fund	7,750,000	0.92%
Ya Li Transportation Corportion	6,348,103	0.75%
JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Funds	6,026,108	0.71%
JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds	6,012,610	0.71%

3. Information of Top Ten Shareholders Which are Corporate Shareholders

	Ten Shareholders Which are Corporate Shareholders	Ten Shareholders Which are Corporate Shareholders	Ten Shareholders Which are Corporate Shareholders
	April 12,2021
	Major Shareholder of the Corporate Shareholder`（`Note`）`	Sharehol ding Ratio
	Far Eastern New Century Corporation	22.33%
	Far Eastern Medical Foundation	5.40%
	China Life Insurance Co., Ltd.	2.09%
	Employee Retirement Fund Management Committee	1.70%
	Cathay United Bank Trust Fund Account for Yuanta/P-	1.70%
	shares Taiwan Dividend Plus ETF Far Eastern New Century Corporation Employee	1.59%
	Retirement Fund Management Committee
	Yuan Ding Investment Co., Ltd.	1.57%
	Far Eastern Department Stores Co., Ltd.	1.49%
	Chunghwa Post Co., Ltd.	1.46%
	Yuan Ze University	1.41%
	Cathay Financial Holding Co. Ltd.	100.00%

	Ten Shareholders Which are Corporate Shareholders	Ten Shareholders Which are Corporate Shareholders
	April 12,2021 Major Shareholder of the Corporate Shareholder`（`Note`）` Sharehol ding Ratio Far Eastern New Century Corporation Far Eastern Medical Foundation China Life Insurance Co., Ltd. Employee Retirement Fund Management Committee Cathay United Bank Trust Fund Account for Yuanta/P- shares Taiwan Dividend Plus ETF Far Eastern New Century Corporation Employee Retirement Fund Management Committee Yuan Ding Investment Co., Ltd. Far Eastern Department Stores Co., Ltd. Chunghwa Post Co., Ltd. Yuan Ze University 22.33% 5.40% 2.09% 1.70% 1.70% 1.59% 1.57% 1.49% 1.46% 1.41% Cathay Financial Holding Co. Ltd. 100.00%
Name of Shareholder	Major Shareholder of the Corporate Shareholder`（`Note`）`	Sharehol ding Ratio
Asia Cement Corporation	Far Eastern New Century Corporation Far Eastern Medical Foundation China Life Insurance Co., Ltd. Employee Retirement Fund Management Committee Cathay United Bank Trust Fund Account for Yuanta/P- shares Taiwan Dividend Plus ETF Far Eastern New Century Corporation Employee Retirement Fund Management Committee Yuan Ding Investment Co., Ltd. Far Eastern Department Stores Co., Ltd. Chunghwa Post Co., Ltd. Yuan Ze University	22.33% 5.40% 2.09% 1.70% 1.70% 1.59% 1.57% 1.49% 1.46% 1.41%
Cathay Life Insurance Co., Ltd.	Cathay Financial Holding Co. Ltd.	100.00%
Yuan Ding Investment Co., Ltd.	Far Eastern New Century Corporation An Ho Garment Co., Ltd. Ta Chu Chemical Fiber Co.,Ltd.	99.40% 0.30% 0.30%
Yu Yuan Investment Co., Ltd.	Asia Cement Corporation Yuan Ding Co., Ltd. Yuan Ding Investment Co., Ltd. U-Ming Marine Transport Corp. Ding Shen Investment Co., Ltd. U-Tong Investment Co., Ltd. Yue Ding Industry Co., Ltd. Chang, Tsai-Hsiung Hsu, Ju-Fang Hsu, Shu-Tong Jameson Hsu Hsu, Shu-Ping Hsu, He-Fang Hsu, Hsueh-Fang	29.92% 25.02% 18.96% 17.66% 6.50% 1.84% 0.10% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Asia Investment Corporation	Asia Cement Corporation	100.00%
Ya Li Transportation Corportion	Asia Cement Corporation Yu Yuan Investment Co., Ltd. Lee,Kun-Yen	51.60% 48.39% 0.00%

Note: The names of the major shareholders of the Company’s top ten shareholders which are corporates.

ANNUAL REPORT 2020

U-MING MARINE

C a p i t a l R a i s e d

(5) The Company’s Share Prices, Net Worth Per Share, Earnings Per Share, Dividends Per Share, and Related Information for the Past Two Fiscal Years

Unit: New Taiwan Dollars

Item	Year	Year	2019	2020	Current fiscal year up to May 15, 2021 (Note 8)
Market price per share (Note 1)	Highest		38.85	40.00	76.30
	Lowest		29.15	22.45	31.00
	Average		32.56	29.66	53.69
Net value per share	Before distribution		31.77	27.42	28.02
	After distribution(Note 2)		29.87	N/A	N/A
Earnings per share	Weighted average shares		845,055,712	845,055,712	845,055,712
	Earnings per share(Note 3)		1.92	1.04	0.41
Dividend per share (Note 4)	Cash dividend		1.9	1.2	N/A
	Stock dividen d	from Retained Earnings	0	0	N/A
		Additional Paid-In Capital	0	0	N/A
	Accumulated undistributed dividends		0	0	N/A
Return on investment	Price-to-Earning Ratio (Note 5)		16.96	28.52	N/A
	Price-to-Dividend Ratio (Note 6)		17.14	24.72	N/A
	Cash dividend yield rate (Note 7)		5.84%	4.05%	N/A

Note 1: The highest and lowest market prices of each year, and the average market price calculated based on the transaction value and volume of each year.

Note 2: The numbers after distribution are disclosed in accordance with the resolutions of the annual shareholders' meeting in 2021.
Note 3: The company did not have the situation where earnings per share needed to be retrospectively adjusted due to issuance of bonus shares in the last two years.
Note 4: The earnings distribution in 2020 is subject to the resolution of the 2021 shareholders' meeting.

Note 5: Price-to-Earning Ratio = Average market price/Earnings per share

Note 6: Price-to-dividend ratio = Average market price/Cash dividends per share

Note 7: Cash dividend yield rate = Cash dividend per share/Average market price

Note 8: Net value per share and earnings per share are the data reviewed by the CPA for the current quarter as of the annual report publication date; the remaining fields are the data for the current fiscal year as of the annual report publication date.

(6) Company’s Dividend Policy and Implementation

1. Dividend policy:

The surplus distribution policy in the Company's Articles of Incorporation specifies that if the Company has a profit at the end of a fiscal year, the Company shall make up losses of previous year after paying business income taxes based on Law and, if there is any remaining profit, the Company shall add the items beyond the earnings of current period to earnings of current period as undistributed earnings for current period, and set aside 10% 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 Company, the shareholders bonus for the new shares for the same year shall be decided by the shareholders’ meeting.

Dividends distributed to shareholders consideration shall be given to the business perspective of the Company, the life cycle of various products or service provided, capital requirement in the future and the effect of possible changes of tax laws respectively, distributing 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, when distributing shareholders’ dividend, which is not less than 50% of the final surplus of after-tax profit in same year to withhold accumulated losses, legal reserve and special reserve, the cash dividend shall not be lower than 10% of shareholders bonus of that year.

The legal reserve shall be allocated until the balance reaches the total paid-in capital of the Company. The legal reserve may be used to make up losses. When the company has no losses, the part of the legal reserve exceeding 25% of the total paid-up capital may be allocated in cash.

For instance, the Company’s dividend payout rates from 2018 to 2020 were 91%, 99% and 115%. The cash dividend payout rate is in line with the stipulation in the Articles of Incorporation where the cash dividend shall not be lower than 10% of shareholders bonus. The calculation is as follows:

(Thousands of New Taiwan Dollars)/Share

Year	Earnings per share after tax (A)	Cash dividend d i s t r i b u t e d with retained e a r n i n g s (B)	Total Cash Dividend (D=B+C)	Dividend Payout Ratio (D/A)	Cash Dividend Payout Ratio (B+C)/D
2018	1.97	1.80	1.80	91%	100%
2019	1.92	1.90	1.90	99%	100%
2020	1.04	1.20	1.20	115%	100%

U-MING MARINE ANNUAL REPORT 2020

C a p i t a l R a i s e d

2. Dividend distribution proposal at the shareholders’ meeting

Earnings distribution proposal for the year 2020 was approved by the board of

directors to be NT$1.2 per share, which shall be distributed on an ex-dividend date after approval by the 2021 shareholders’ meeting .

Expected major changes in dividend policy: None.

(7) The impact of the proposed issuance of bonus share in 2021 on the Company's operating performance and earnings per share

Year Item	Year Item	Year Item	2021 (estimated)
Beginning balance ofpaid-in capital(NTD)			8,450,557,120
Dividend distribution in the current year	Cash dividend per share (NTD)		1.20
	Capital increase with earnings distribution per share		0
	Capital increase with paid-in capital distribution per share		0
Change in operating performance	Operating Income		Not applicable (Note 1)
	Increase (decrease) of operating income from the same period lastyear
	Net profit after tax
	Increase (decrease) of net profit after tax from the same period lastyear
	Earnings per share
	Increase (decrease) of earnings per share from the same period lastyear
	Annual return on investment (reciprocal of annual P/E ratio)
Estimated earnings per share and price-to- earnings ratio	If earnings distribution by stock is all transferred to cash dividend	Estimated earnings per share
		Estimated annual return on investment
	If there is no capital increase with paid-in capital	Estimated earnings per share
		Estimated annual return on investment
	If there is no capital increase with paid-in capital and earnings distribution by stock is all transferred to cash dividend	Estimated earnings per share
		Estimated annual return on investment

Note 1: The company has not prepared and announced the 2021 financial forecast. According to the announcement (89) Tai-Tsai-Zheng (1) No. 00371 by the Securities and Futures Bureau, FSC on February 1, 2000, the Company does need to disclose its financial forecast.

(8) Compensation to Directors and Supervisors and Profit Sharing to Employees

A. The percentages or ranges with respect to employees’ and directors’ compensation, as set forth in the Company’s Articles of Incorporation:

Before paying compensation to employees and directors, thec Company shall set aside 1% of its annual profit before tax to employees as a profit sharing and not more than 1% to directors as compensation.

B. The calculation basis of the estimated amount of compensation to employees and directors in the current period, the calculation basis for the number of profit sharing to employees in stock, and the accounting approach when there is a difference between actual distribution and the estimated amount

The 2020 compensation to employees and directors was resolved by the board meeting on March 9, 2021:

Estimated Percentage and Amount

Compensation to Employees Compensation to Directors	2020 E s t i m a t e d Percentage C a s h (T housand) 1% $ 8,390 1% 8,390
	E s t i m a t e d Percentage 1% 1%

If the amount on the annual consolidated financial report is changed after the date of publication, it shall be treated as a change in accounting estimates and adjusted and recognized in the next year.

If the shareholders' meeting resolves to distribute employee compensation in stocks, the number of shares shall be determined by dividing the amount to be distributed by the fair value of the stock. The fair value of the stock refers to the closing price on the day before the shareholders’ meeting resolution, based on the effect of ex-rights and ex-dividends. .

C. Board Resolution on Compensation Distribution

The Company's Board of Directors passed a resolution on March 9, 2021 to distribute employees and directors' remuneration as follows:

(1) The amount of employee compensation and directors' compensation distributed in cash or stocks; if there is a difference between the estimated amount and recognized expenses, the difference, the reason and the handling shall be disclosed:

Estimated Percentage and Amount

Compensation to Employees Compensation to Directors	2020 E s t i m a t e d Percentage C a s h (T housand) 1% $ 8,390 1% 8,390
	E s t i m a t e d Percentage 1% 1%

U-MING MARINE ANNUAL REPORT 2020

C a p i t a l R a i s e d

There is no difference between the employee compensation and director compensation resolved by the board of directors and the NT$8,390 thousand employee compensation and the NT$8,390 thousand director's compensation recognized in the 2020 financial statements.

(2) The amount of employee compensation distributed in stocks and its proportion to the total amount of the after-tax net profit and employee compensation recognized in the standalone financial statements for the current period:

Not applicable since the Company did not distribute employee profit sharing in stocks.

D. The actual distribution of employees’ and directors’ compensation in the previous year, the difference from the recognized amount, its reasons and relevant handling

The compensation to employees and directors for the year of 2019 was resolved by the board of directors on March 10, 2020 and the shareholders meeting on June 9, 2020 as follows:

Estimated Percentage and Amount

Compensation to Employees Compensation to Directors	2019 E s t i m a t e d Percentage C a s h 1% $ 17,590 1% 17,590
	E s t i m a t e d Percentage 1% 1%

There is no difference between the actual distribution of employees’ and directors'

compensation in 2019 and the amount recognized in the 2019 financial report.

(9) Share Buyback

In 2020 and 2021 as of the date of annual report publication, the Company has not bought back any shares.

2. Corporate bonds: N/A

3. Preferred stocks: N/A

4. Global Depositary Receipts: N/A

5. Employee Stock Options:

In 2020 and 2021 as of the date of annual report publication, the Company has not issued employee stock options.

6. New Shares to Employees with Restricted Rights: N/A

7. Status of New Shares Issuance in Connection with Mergers and

Acquisitions: N/A

8. Financing Plans and Implementation

(1)Plans

Situations where, as of the quarter before the date of annual report publication,

the previous issuances or private placement of securities have not been completed or have been completed within the past three years while the benefits of the plan have not yet been apparent: N/A

(2)Implementation

Comparative analysis of implementation situation and expected benefits of financing plans: N/A

U-MING MARINE ANNUAL REPORT 2020

Business Overview

V. Operation Highlights

1. Business Activities

U-Ming Marine Transport Corp. is mainly engaged in the transportation of bulk goods. At present, it boasts kinds of bulk carriers for carrying bulk goods such as iron ore, coal, grain and cement. To make more profits, U-Ming has established partnership with strategic alliances and relevant industries to scale up the fleets. It also expands its business into the tanker transport market and offshore wind-power workingship to enrich its profitable products and projects. With subsidiaries in Singapore, Hong Kong and China, the Company has expanded its global business through the concept of operating headquarters and its macro vision. U-Ming is now taking the initiative to fulfill the fleet expansion plan, aiming at energy efficiency while pursuing the robust development and continuous growth of the Company, thereby developing into a world-class logistics and transportation company.

1. Business Scope

(1). Business Scope and Proportion

1 ) Main Business of Merged Companies

Name of Company	Main Business
U-Ming Marine Transport Corp.	Shipping transportation, shipping trading, class-A shipping agency, licensed business and other businesses notprohibited or restricted bylaw.
U-Ming Marine Transport (Singapore) Private Limited	Shipping transportation, shipping trading and shippingagency,etc.
U-Ming Marine Transport (Hong Kong) Limited	Shipping transportation, shipping trading and shippingagency,etc.
Yue-Li Investment	Various investment businesses
Yue-Tong Investment	Various investment businesses
Falcon Investment Private Limited	Various investment businesses
Eagle Investment Private Limited	Transportation industry
Overseas Shipping Private Limited	Transportation industry
U-Ming Marine (Xiamen) International ShipManagement Co.,Ltd.	Shipping service information consultation

2) Business Proportion

Unit: NT$ 1.000

			Unit: NT$1.000	Unit: NT$1.000
Years Items	2019		2020
	Business Turnover	Business Proportion (%)	Business Turnover	Business Proportion (%)
Freight income	9,822,632	98	8,225,037	97
Other operating revenue	245,282	2	282,327	3
Total	10,067,914	100	8,507,364	100

(2). Existing Fleets and Business

1) Capesize Bulk Carrier

The Company has 17 Capesize fleets, including Cape Globe, Cape Neptune, Cape Stars, Cape Splendor, Cape Excelsior, Cape Success, Cape Brilliance, Cape Galaxy, Cape India, Cape Europe, Cape America, Cape Australia, Cape Pioneer, Cape Wisdom manufactured by the Company coupled with Cape Victory, Cape Asia and CSSC Wan Mei jointly manufactured with Hong Kong shipowners.

2) Panamax Bulk Carrier

The Company has 11 self-owned ships, including Cemtex Orient, Cemtex Renaissance, Comtex Venture, Cemtex Innovation, Cemtex Creation, Cemtex Hunter, Cemtex Leader, Cemtex Honor, Cemtex Fortune, Cemtex Sincerity, Cemtex Diligence. Besides, the ships under Ship Management Contract are including ITG UMING 2, Chailease Blossom, and Chailease Glory.

3) Supramax Bulk Carrier

At present, there are six vessels, namely Asian Champion, Asian Triumph, Asian Majesty, Asian Summit, Asian Prominence and Asian Pride which provide transportation services for dry bulk cargo such as ore, coal, grain and steel.

4) Oil Tanker

Starlight Venture is the first oil tanker in U-Ming, together with GEM No.1, GEM No. 2, GEM No. 5 and LR1 Clean Tanker GEM No. 3 " in joint venture with CPC, the number of oil tankers will continue to increase in the future to provide more diversified services to U-Ming customers.

5) Cement Carrier

There are four ships of this type, namely, Asian Cement No.1, Asian Cement No.3, Asian Cement No.5 and Asian Cement No.6, which form a special selfdischarging ship fleet.

6) Off-shore Wind-power Working Ship

It is the first time for U-Ming to enter Taiwan’s offshore wind power market. Currently, the Company has two self-owned personnel transport ships, “World Sail” and “World Sea”. In the future, the Company will carefully select partners to seek opportunities to expand offshore wind power working ships to provide transport services for the wind power market in Taiwan. Company gains the stable profits by means of charterparty by demise.

7) Operating Business

U-Ming provides delivery services for bulk commodities such as iron ore, coal, grain and cement. The management team assesses the shipping climate and market supply and demand conditions, and allocates the fleet to the spot and long-term contract markets for the sake of reducing the risk of market volatility and stabilize the customer base.

U-Ming continues to replace the old fleets with the new ones. As of 15 May 2021, the fleets owned by and under construction by U-Ming is up to 50 and the average service year of the bulk fleet is about 5.7 years. If the joint venture fleets and escrow fleets are taken into account, the transport capacity of U-Ming fleets will be expanded to 60, with a total carrying capacity of 8.39 million tons.

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U-MING MARINE

Business Overview

(3). New Services Planned to Be Developed

Cemtex Pioneer and Cemtex Wisdom, the 325,000 DWT Very-large Ore Carrier were delivered to perform the 25-year long-term iron ore delivery contract signed between U-Ming and Vale International SA of Switzerland, the world’s largest iron ore producer, which would contributed to the growth of proportion of long - term contract ships and provide long-term stable cash flow and profit. The ships were created based on the concept of energy conservation and environmental protection, they were equipped with the most advanced MAN B&W mainframe and reserved with the LNG Ready design that could be transformed into LNG and fuel oil dual-fuel for the time to come, so as to implement the long-standing belief of green shipping of U-Ming. Furthermore, both ships were equipped with a SOX Scrubber, in line with the low emission standard by using low-sulfur fuel as specified in International Fuel Convention 2020, combined with the ultra-low fuel consumption, EEDI surpassed the international regulations, and would provide the most professional intelligent green logistics transportation service and improve the competitive edges of U-Ming. Moreover, based on technology and innovation, U-Ming was committed to further optimizing the fleet from “Eco-ship” to “Smart-ship”. Under the strategic layout of the management team, the optimization of ship performance, real-time monitoring of ship condition, ship security and improvement of operational reliability have been the priorities of ship intellectualization in this stage. The completion and delivery of the two vessels have been recognized by the IACS DNV GL as an advanced ultra-large ore carrier with three intelligent indicators of SmartShip.

With continuous digital transformation, U-Ming joined hands with Ericsson to introduce ship Performance Management and intelligent Internet of Things, and carried out cooperation on the new Fleet Performance Management (FPM), assisting the newly established Operation Center to monitor the key performance indicators of each ship in near real time, improving operational transparency and overall fleet safety, and achieving an average fuel savings of at least 2% per voyage, saving millions of dollars in fuel costs, etc. The partnership also fully displayed both companies’ commitment to adopting innovative digital solutions to address the unique risks and challenges facing the shipping industry, in order to become a model for the next generation of smart shipping and achieve a new milestone in improving safety, environmental protection and energy efficiency.

In light of the International Maritime Organization’s (IMO) target of reducing global fleet carbon emissions by half by 2050 from 2008, the demand for LNGpowered bulk fleets would be increased. In view of this, U-Ming scheduled in advance, took actions ahead of the trend and has signed a 10-year contract with Anglo American for four LNG dual-fuel powered bulk carriers, which was the first in the bulk industry. The signing of the long-term contract symbolized the commitment and persistence of both companies to environmental protection, carbon reduction and sustainable operations. The advanced MAN Energy Solutions’ high-pressure ME-GI engine significantly reduced CO2 emissions, methane escape and ecological footprint impacts which promoting operational efficiency and reliability. The Company has also invested in the installation of energy saving devices to improve fuel efficiency. Fleet Safety Management (FSM) and Fleet Performance Management (FPM) were both equipped to the new ships. The Operation Center was provided with real-time information, such as fleet speed, weather and optimized route, so as to effectively save fuel and ensure navigation safety. In addition, the operation status of important equipment of the ship could be monitored at any time, and then preventive maintenance could be carried out in advance by using ship performance data, thereby avoiding unnecessary breakdowns and delays.

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2. Industry Overview

(1). Overall Economic Environment, Status Quo and Development of the Company’s Industry

Global economic and trade activities in 2020 were subject to COVID-19 epidemic control, the marine transportation was also a case in point. Continued tensions between China and the United States have altered the territory of trade supply chains and held back economic growth in the face of deglobalisation. In the postepidemic era, the market niche that has been aided by easy monetary policy remained the same, and countries were coming up with relief packages and investment plans to expand infrastructure, which would be conductive in resuming the growth cycle of the industry.

In light of the low base period or even negative growth in 2020, the demand for bulk shipping was expected to show a significant positive growth in 2021, and the demand for raw materials in China has turned positive in the second half of 2020. It was expected that the demand of other markets would gradually get rid of the trough in 2020 and start to rebound. Ship supply was facing the uncertainty of environmental laws and regulations, and ship owners would be less likely to order new ships. In 2021, the projection for newbuilding delivery activity is likely to be low whilst shiprecycling level is high.

The International Monetary Fund (IMF) estimated that China would still be the only G20 country showing positive economic growth in 2020. With the lifting of epidemic control and the resumption of domestic industrial production momentum, steel output repeatedly hit a record in 2020, occupying 56.5% of the world, with an annual growth of 5.2%. The World Steel Association expected China’s Steel demand to grow 8% a year in 2020, before leveling off and entering the plateau period in 2021. China’s crude steel production was dominated by blast furnace process, and the raw materials have been dominated by imported iron ore with high iron content for a long time. Iron ore imported grew at an annual rate of 9.5% in 2020, and the continued promotion of environmental protection policies to improve blast furnace production efficiency would further boost the import demand for high-grade iron ore in Brazil and help recover the bulk shipping market.

In the post-epidemic era, U-Ming would continue to layout strategic alliances, create a win-win model, seek high-quality customers, sign long-term contracts to gain profits, and continue the process of digital transformation, brand image innovation, upgrade ship security system, build an intelligent fleet, cultivate an efficient team, and strengthen the core competitiveness.

(2). Supply and Demand of Bulk Shipping Market and the Relationship between Upstream, Middle and Downstream

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Business Overview

==> picture [358 x 187] intentionally omitted <==

----- Start of picture text -----

World economic Freight
growth世界经济成长大宗物资海运Seaborne trade in 运(5) 运价市场market
bulk goods (3)
(2) 贸易(3) 输
成
5本 Freight (5)
Non-economic event 非经济事件(1) 平Average voyage (4) 均航程(4)
(1)
Fleet productivity
Transport demand 船船队生产力(4) (4) 投资决策环境Environment for
investment decision (1)
(1)
吨
Balance of supply 供 Shipbuilding and 船造及拆解dismantling (3) (3) 世界船队成长World fleet
and demand 供需平衡给 (2)growth (2)
Shipping cost (5)
supply Ship tonnage
----- End of picture text -----

Data Source: Martin Stopford. Maritime Economics

(3). Business Development Trend, Competition Situation and Countermeasures

Under the leadership of the management team, the Company has achieved conspicuous performance in business planning, ship scheduling and hull maintenance. Supplemented by sound financial planning and prudent risk control, the Company has achieved the maximum profit and excellent performance during the peak period of bulk shipping. While facing the sluggish shipping market, the Company also has been wellprepared. In addition to strengthening the Company’s financial situation, adjust the ship operation structure and guard against risks such as rising oil prices, rampant piracy, financing interest rates and market defaults, the Company also grasps the opportunity of market upturn, timely signs new ship construction contract with excellent shipyard, scale up the fleet, replaces the old fleets to enhance the competitiveness.

3. Overview of Technology and R & D

The Company is engaged in a shipbuilding service industry, so it is not applicable to the disclosure of R & D profile information.

4. Long-, Short-term Business Development Plan

There are significant fluctuation in bulk shipping market, U-Ming grasps the market information in real time, flexibly converts and allocates the proportion of the long-term and short-term contract. Bulk shipping is distinctly characterized with business cycle, so the Company invests prudently, lays out flexibly, evaluates the market change carefully, carries on the proper plan for the finance and the business

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aspect, makes good use of the existing resources and the environment to find the investment opportunity for profits, moves forward step by step, creates the brand-new situation for the enterprise.

Short-term goal of U-Ming:

Continuously carry out the ship replacement plan
Make good use of their own resources to strengthen the market operation strategy of various ship types
Increase ship operating days and improve ship utilization rate
Promote maritime digitization and improve operating efficiency of various departments
Implement Port State Control (PSC) inspection records and achieve PSC zero arrest rate
Improve overall maritime safety discipline management and strengthen crew training to reduce human risk
Strengthen environmental awareness on board and ashore, and fulfill corporate social responsibility to protect marine ecological environment

Long-term Goal of U-Ming:

Seek qualified business partners to create long-term fixed income
Grasp the opportunity to invest in different ship types and logistics related services across fields to create enterprise differentiation
After the evaluation, the company will invest in or merge with relevant enterprises with appropriate assets to expand its business scope
Plan to expand the environmental protection fleet with high efficiency to achieve energy saving and carbon reduction
5.Invest in “green energy”, take social responsibility, and be a top corporate citizen
Long-, Short-term Investment and Financial Development Plan
Assess the ROI and cash flow of fleet expansion programs;
Control the risk of loss of exchange rate and financing rate;
Pay attention to the days of receivables collection to increase the return rate;
Properly plan long-term and short-term financing borrowings, reduce domestic interest expenses and increase returns from overseas investment;
The Company’s long-term financial planning is based on stability while pursuing the principle of maximizing the benefit of shareholders' investment.

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U-MING MARINE ANNUAL REPORT 2020

Business Overview

2. Market and Sales Overview

1. Market Analysis

As a global enterprise, U-Ming serves in Taiwan, Australia, China and other Asian countries. Major coal and ore suppliers, steel mills and power plants in South America and Europe are also major customers of U-Ming. Taiwan and China are the main unloading areas, followed by East Asia and Europe. The Company has a wide range of ships, dominated by Capesize and Panamax. As of the end of 2020, iron ore transport capacity was 19,511 tonnes, a rise of 20.21% year on year; coal transport capacity was 8,464 tonnes, a drop of 28.75% year on year; cement and other dry bulk cargo transport capacity was 6,333 tonnes and a total annual transport reached 35,368 tonnes, accounting for 0.68% of the world’s 5,164,000 metric tons of bulk cargo shipped by sea.

The International Monetary Fund (IMF) estimated that China would still be the only G20 country showing positive economic growth in 2020. With the epidemic waning and the resumption of domestic industrial production momentum, steel output repeatedly hit a record high in 2020, accounting for 56.5% of the world, with an annual growth of 5.2%. The World Steel Association expected China’s Steel demand to grow 8% a year in 2020, before leveling off and entering the plateau period in 2021. China’s crude steel production was dominated by blast furnace process, and the raw materials have been dominated by imported iron ore with high iron content for a long time. Iron ore imported grew at an annual rate of 9.5% in 2020, and the continued promotion of environmental protection policies to improve blast furnace production efficiency would further boost the import demand for high-grade iron ore in Brazil and help recover the bulk shipping market. China’s investment in Simandou mine in Africa is not easy to develop, Australia and Brazil are still the main iron ore exporters, among which the Brazilian miner Vale actively restores and stabilizes production, reduces the uncertainty of iron ore supply, is expected to accelerate the resumption of iron ore production in the second half of 2021 and the annual output will increase by 9%.

In the post-epidemic era, loose monetary policy has continued to support market development, and the bailout programs and infrastructure investment plans will help the industry resume its growth cycle. China's demand for raw materials has turned positive in the second half of 2020, and it was expected that demand in other markets would gradually emerge from the trough in 2020. In light of the low base period or even negative growth in 2020, the demand for bulk shipping was expected to show a significant positive growth in 2021. Ship supply was facing the uncertainty of environmental laws and regulations, and ship owners was less likely to place new orders. In 2021, the projection for newbuilding delivery activity is likely to be low whilst shiprecycling level is high.

The active vaccination of COVID-19 vaccine around the world accelerated the mitigation of the epidemic. As a result, the shipping market continued to recover momentum, and PMI expanded rapidly. In March 2021, PMI rose to a 121-month high of 55%, showing expansion for nine consecutive months. A manufacturing recovery has driven secondary dry bulk seaborn demand, with BDI averaging 1,739 in the first quarter of 2021, representing an annual growth of 194%. Coupled with the fact that the exports of wheat and corn from the United States were not slack in the off-season, port jams in major grain exporters such as Brazil and Argentina have caused a tight supply of ships in the Atlantic region. The Panamax and Supramax small and medium-sized ship market performed well in the first quarter of 2021, with average daily rental rates rising more than 1.5 times compared with the same period last year.

With new ship orders currently at an all-time low of less than 6% of the total fleet, Clarksons estimates that the overall tonnage of bulk carriers will grow by only 2.6% in 2021, and the demand for dry bulk shipping to extend tons per nautical mile will increase by 3.7% a year. Low transportation capacity growth will support a sustained recovery in the shipping market.

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(1). Industry-specific Key Performance Indicators

	Unit: Point;NT$1,000	Unit: Point;NT$1,000	Unit: Point;NT$1,000	Unit: Point;NT$1,000
KPI	Years	2019	2020	The year ended March 31, 2021
BDI	Max.	2,518	2,097	2,319
	Min.	595	393	1,303
	Average	1,353	1,066	1,739
EBITDA		4,770,153	3,624,933	1,024,798
EPS (NT$)		1.92	1.04	0.41

Important use and manufacturing process of the main products: the Company is engaged in the shipping service industry, so it is not applicable.
Supply status of main raw materials: the Company is engaged in the shipping service industry, so it is not applicable.
Names and transactions of suppliers (customers) that accounted for more than 10% of total sales in any of the last two years
(1). Information of Main Suppliers in the Last Two Years
1). Details of major purchase costs of the Company and its Subsidiaries accounting for more than 10% of consolidated operating costs:

Unit: NT$ 1,000

									Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
	2019				2020				Year 2021 ended the previous quarter
Item	Name	Consolidate d amount	Proportio n of net purchase in the year (%)	Relationsh ip with the issuer	Name	Consolidate d amount	Proport ion of net purchas e in the year (%)	Relations hip with the issuer	Name	Consolidate d amount	Proporti on of net purchase in the year up to the previous quarter (%)	Relations hip with the issue
1	Marubeni Petroleum Co.,Ltd	550,928	7	None	Marubeni Petroleum Co., Ltd	436,339	6	None	Marubeni Petroleum Co., Ltd	106,915	5	None
	Others	7,622,278	93	None	Others	7,135,470	94	None	Others	1,997,018	95	None
	Net operating costs	8,173,206	100		Net operating costs	7,571,809	100		Net operating costs	2,103,933	100

Note: (1) The Company and its Subsidiaries’ ship oil purchase adjustment was mainly based on market supply and demand conditions and price changes and the measurement of the actual demand of the Company, resulting in an increase or decrease in the proportion of major suppliers to consolidated operating costs.

(2) Other suppliers did not reach the total purchase of more than 10%.

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2). Details of the Company’s major purchase costs accounting for more than 10% of the annual operating costs:

Unit: NT$ 1,000

	2019	2019	2019	2019	2020	2020	2020	2020	Year 2021 ended the previous quarter	Year 2021 ended the previous quarter	Year 2021 ended the previous quarter	Year 2021 ended the previous quarter
Ite m	Name	Consolida ted amount	Propo rtion of net purch ase in the year (%)	Relation ship with the issuer	Name	Consolida ted amount	Propo rtion of net purch ase in the year (%)	Relation ship with the issuer	Name	Consolida ted amount	Proport ion of net purchas e in the year up to the previou s quarter (%)	Relatio nship with the issue
1	Marubeni Petroleum Co.,Ltd	145,885	16	None	Marubeni Petroleum Co.,Ltd	108,608	13	None	Marubeni Petroleum Co.,Ltd	29,180	9	None
2	CPC Corp.	99,987	11	None	CPC Corp.	79,779	10	None	CPC Corp.	20,273	6	None
	Others	681,441	73	None	Others	650,967	77	None	Others	273,954	85	None
	Net operating cost	927,313	100		Net operating cost	839,354	100		Net operating cost	323,407	100

Note: (1) The Company’s ship oil purchase adjustment was mainly based on market supply and demand conditions and price changes and the measurement of the actual demand of the Company, resulting in an increase or decrease in the proportion of major suppliers to consolidated operating costs.
- (3) Other suppliers did not reach the total purchase of more than 10%.
(2). Information of Major Trade Creditors in the Last Two Years
1). Details of the revenue from Company and its Subsidiaries’ major customer accounting for more than 10% of consolidated revenue:

Unit: NT$ 1,000

==> picture [406 x 210] intentionally omitted <==

----- Start of picture text -----

Year 2021 ended the previous
2019 2020
quarter
Ite Name Consolidat Propo Relatio Name Consolidat Propo Relatio Name Consolid Proport Relatio
m ed amount rtion nship ed amount rtion nship amount ated ion of nship
to the with to the with operati with
total the total the ng the
annual annual revenue
issuer issuer issuer
operat operat in the
ing ing year
revenu revenu ended
e(%) e (%) the
previou
s
quarter
(%)
Rio Tinto Rio Tinto Rio Tinto
None None
1 Shipping 1,489,565 15 None Shipping 1,136,569 14 Shipping 370,703 15
Pty Ltd. Pty Ltd. Pty Ltd.
2 [Anglo ] 913,967 9 None [BHP ] 850,108 10 None [BHP ] 327,810 13 None
American Billiton Billiton
----- End of picture text -----

107

==> picture [406 x 126] intentionally omitted <==

----- Start of picture text -----

Marketing Freight Freight
Ltd. Singapor Singapore
e Pte. Pte. Ltd.
Ltd.
Taiwan BIT Taiwan
3 Power 814,988 8 None Maritime 746,446 9 None Power 289,819 12 None
Company Ltd Company
Others 6,849,394 68 None Others 5,774,241 67 None Others 1,474,183 60 None
Net Net Net
operating 10,067,914 100 operatin 8,507,364 100 operating 2,462,515 100
cost g cost cost
----- End of picture text -----

Note: (1) Part of the shipping services of the Company and its subsidiaries were allocated according to the market demand and due to different customers, the proportion of major customers in consolidated operating revenue increased or decreased. (2) The sales revenue of remaining customers did not reach more than 10%

of the total sales.

2). Details of the revenue from Company’s major customer accounting for more than 10% of consolidated revenue:

Unit: NT$ 1,000

	2019	2019	2019	2019	2020	2020	2020	2020	Year 2021 ended the previous quarter	Year 2021 ended the previous quarter	Year 2021 ended the previous quarter	Year 2021 ended the previous quarter
Ite m	Name	Amount	Propo rtion to annual operat ing revenu e (%)	Relati onship with the issuer	Name	Amount	Propo rtion to annual operat ing revenu e (%)	Relati onship with the issue	Name	Amount	Proportio n of operating revenue in the year up to the previous quarter (%)	Relati onship with the issuer
1	Asia Cement Corp.	545,483	51	Major share holde r	Asia Cement Corp.	532,516	51	Major share holde r	Taiwan Power Company	190,783	52	None
2	Taiwan Power Company	358,442	34	Non e	Taiwan Power Company	254,609	24	Non e	Asia Cement Corp.	144,115	39	Major share holde r
3	U-Ming (Singapor e)	104,509	10	Subsi diary	U-Ming (Singapor e)	217,146	21	Subsi diary	U-Ming (Singapor e)	24,945	7	Subsi diary
	Others	54,538	5	Non e	Others	35,155	4	Non e	Others	9,948	2	Non e
	Net operating cost	1,062,972	100		Net operating cost	1,039,426	100		Net operating cost	369,791	100

Note: (1) Part of the shipping services of the Company were allocated according to the market demand and due to different customers, the proportion of major customers in consolidated operating revenue increased or decreased.

(3) The sales revenue of remaining customers did not reach more than 10%

of the total sales.

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Production value of the last two years: the Company is engaged in the shipping service industry, so it is not applicable.

6. Transportation Value for the Last Two Years

(1). Consolidated Cargo Volume of the Company and Its Subsidiaries in the Last Two Years

Unit: 1,000 metric ton

Year cargo	2019	2019	2019	2019	2020	2020	2020	2020
	Carrying Capacity of the Company	%	Consolid ated Carrying Capacity	%	Carrying Capacity of the Company	%	Consolid ated Carrying Capacity	%
Cement	2,542	71.8	2,585	7.2	2,592	74.0	2,660	7.5
Ore	0	0	16,231	45.0	0	0	19,511	55.2
Coal	997	28.2	11,879	33.0	831	23.8	8,464	23.9
Crude oil	0	0	1,348	3.7	0	0	1,060	3.0
Others	0	0	4,007	11.1	78	2.2	3,673	10.4
Total	3,539	100.0	36,050	100.0	3,501	100.0	35,368	100.0

(2). Consolidated Revenue for the Last Two Years

Unit: NT$ 1,000

		Unit: NT$ 1,000
Year	2019	2020
Freight revenue	9,822,632	8,225,037
O t h e r o p e r a t i n g r e v e n u e	245,282	282,327
Total operating r e v e n u e	10,067,914	8,507,364

3. Information on Employees

(1) Employees

Year		2019	2020	The year ended May 15, 2021
Number of employee	Onshore	117	123	119
	Crew	761	833	812
	Others	0	0	0
	Total	878	956	931
Average age		36.21	37.41	37.02
Average service year		5.43	5.02	5.60
Educational	PhD.	0.23	0.21	0.21
background distribution	Master	5.01	4.50	4.62

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rate (%)	Junior college	56.15	46.55	45.97
	Senior high school	6.26	5.86	4.83
	Below senior high school	32.35	42.88	44.37

The company and the personnel concerned with the transparency of financial information shall obtain the relevant license specified by the competent authority.
Senior merchandiser of security dealer: a total of three persons in Financial Division and Accounting Division
Trust employee: a total of four persons in Financial Division and Accounting Division
CPA of Republic of China: none
The basic ability test of internal control of enterprises: a total of three persons in Financial Division and Accounting Division
Certified internal auditor: a total of one person in Auditing Division
International computer auditor: none

4. Information on Environmental Expenditure

Losses due to environmental pollution for the most recent year and up to the publication date of the annual report,: none.

2. Countermeasures in the Future

(1). Proposed Improvement measures and Estimated Environmental Capital Expenditure

In the most recent year and up to the date of the annual report, the Company has not suffered any loss or punishment due to environmental pollution, so it’s not applicable.

The Company’s new series of ships are optimized ECO-DESIGN and with a variety of energy-saving equipment. Over the next three years, the Company expects to spend approximately $62.34 million on environmental protection, including installation of ballast water treatment systems, fuel homogenizers, stern shaft seal Air Guard systems, sanitary water treatment units, oil-water separators and incinerators, De-NO_x device, LNG gas supply equipment and other energy-saving and environmental protection equipment

(2). Countermeasures in the Future

1). All the ships of the Company are certified by the International Oil Pollution Prevention Certificate issued by IACS
2). All the equipment of the ships of the Company is in line with the specifications of International Marine Organization (IMO), meeting the environmental pollution prevention standards

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Business Overview

5. Labor-management Relation

The situation of employees’ benefits, further education, training, retirement system and the implementation situation and the agreements between the labor and management and measures to safeguard the rights and interests of employees
(1). Employees’ Benefits
1). To handle with the employees’ benefits, the Company, pursuant to laws, has set up Compensation Committee to promote welfare matters. The Company also encourages the staff to form associations, organize leisure sports, staff travel, festival condolence and other activities, and issues birthday gift vouchers, travel subsidies, so that the staff can take into account the physical and mental health and promote the friendship of colleagues in their spare time. To care for staff members’ families, we provide staff members and children’ scholarships, wedding and funeral, and hospitalization subsidies.
2). The Company attaches great importance to the health of employees, and regularly conducts key health examinations and lectures on physical and mental health, and applies for the “Work-life Balance Plan of the Ministry of Labor”, so as to invest more resources in the care of physical and mental health of employees. In 2019, the Company applied for the “Health Start-up Label” issued by the Health Promotion Administration and obtained the certification.
3). In addition to providing labor insurance, employment insurance and national health insurance, the company also provides group life insurance, medical insurance, accident insurance, directors and key staff liability insurance, etc., to enhance employee protection.
4). With the cooperation of interested enterprises, the Company cooperates with nearby kindergartens in the name of the group to establish preferential measures for childcare services.
5). The Company has completed the MLC2006 system certification in accordance with the International Labor Organization (ILO) Maritime Labor Convention 2006 (MLC 2006) to improve the working and living conditions of the crew on board. Crews work at sea all the year round. To make them work without concerns, in addition to providing them with reasonable treatment, attention should be paid to the crews’ working environment, daily life, purchase of recreational equipment, and harmonious labor relations.
6). The Company has prepared coffee machines and tea bags for colleagues to use, employees can enjoy regular shopping discounts, meal subsidies and a number of preferential schemes.
7). In recognition of the Company’s long-term service of senior staff, encouraging staff enthusiasm to serve the Company and continuing to stay in the Company, the Company has established a seniority recognition scheme for the crew and staff. The company presents awards and trophy every year, and thanks the senior crew and staff for their dedication to U-Ming.
Relevant information is publicly disclosed on the Company’s website
(https://www.uming.com.tw/)

(2). Further Education and Training of Employees

1). in light of the needs of colleagues’ business and work and in line with their personal development potential, the Company selects and sends appropriate colleagues to participate in various training courses of the annual training plan of Human Development Center initiated by Far Eastern Group to achieve the goal of integration of training and utilization.
2). To expand the international view of colleagues and strengthen the ability of reading, conversation and letter writing in Business English, the Company, in addition to, organizes graded English training courses for employees according

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to their work needs and English proficiency, provides 1-to-1 training courses and English learning subsidy programs for supervisors and encourages employees to participate in the English Toastmasters International Club, so as to improve their English ability and create a learning atmosphere.

3). To improve the professional ability of colleagues, absorb the latest information, and improve work efficiency, the Company selects colleagues from time to time to participate in various professional courses and seminars of relevant training institutions. The Company also subscribes to the full reading account of CommonWealth Magazine to provide multiple learning channels for colleagues and receive professional knowledge and practical information in different fields anytime and anywhere.
4). To carry on the Company’s culture and business philosophy and implement the goal of cultivating talents, the Company provides training for new employees every year.
5). To encourage employees to propose ideas that are favorable for the improvement of the Company’s operations, stimulation of employees’ potential, improve productivity, quality, safety, efficiency and morale, achieving rationalization and simplification of the work process, and thus improving the performance of the Company, U-Ming has established the Proposal Improvement System. The Company encourages colleagues to continue to come up with innovative proposals, through the senior managers to jointly evaluate the feasibility of the proposal to award and practice the proposal.
6). To facilitate employees to absorb new knowledge to improve their work efficiency and enhance their competitiveness, the Company has set up a wellestablished knowledge base of rules and regulations in Connection Portal System and Human Resources System, filtering and sorting out the latest government decrees, rules and regulations and professional knowledge for employees to browse and search.
7). To help colleagues to accelerate the understanding of the relevant knowledge in the shipping field and the practical operation of the fleet, the Company will handle the on-board internship and ship to shore rotation projects as necessary.
8). To cultivate talents, assist colleagues to expand social relationship, absorb new knowledge and improve English ability, the Company will arrange overseas training programs when necessary.
9). To make the colleagues on the ship and shore familiar with the working environment and improve the safety management, the Company regularly conducts ISM Code education and training courses and fire safety training courses every year according to the regulations.
10). In 2020, the Company’s employees participated in 58 classes of professional functions and education training courses, with a total of 1,463 hours. The total cost was NT $685,000, and 112 employees participated in the courses.
11). To make the colleagues on the ship and shore familiar with the working environment and improve the safety management, the Company carries out the ISM Code education and training, occupational safety training, EMS environmental management system and fire safety training courses and other shipping related courses on a regular basis every year. In 2020, the Company conducted crew education and training courses with a total of 358 hours, invested a training cost of about NT $2,259,000, and 410 onshore crew members participated in the course.

Relevant information is publicly disclosed on the Company’s website (http://www.uming.com.tw/)

(3). Employee Retirement System

The Company, pursuant to the Labor Standards Law, labor pension regulations,

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Business Overview

crew law, maritime law and other relevant regulations, has stipulated the retirement plans for employees and crews. In the “Working Rules”, the Company specifies the relevant provisions on employment, attendance assessment, rewards and punishments, promotion, remuneration and retirement pension.

The Company has set up a Labor Retirement Reserve Oversight Board and set aside proportional pension to the agency designated by the government in accordance with laws. The Company convene committee meetings on a regular basis to supervise and review the allocation and use of the pension to safeguard the rights and interests of the colleagues. In addition, according to the wage scale and individual extra contribution ratio, the Company will contribute the pension to the employee’s individual pension account in the Bureau of Labor Insurance every month for the purpose of safeguarding the employee’s rights and interests.There was no retired staff and 8 retired crew members in 2020.

Relevant information is publicly disclosed on the Company’s website (http://www.uming.com.tw/)

Please refer to pages 145 to 147 of this annual report for information about our pension.

(4). Agreements between Employers and Management and Measures to Safeguard Employees’ Rights and Interests

The Company has formulated Personnel Management Rules in accordance with Labor Standard Act, Labour Pensions Ordinance, Employment Services Act and Gender Equality in Employment Act to safeguard employees’ rights and interests. The Rules has been submitted to the competent units for examination and approval.

(5). Work Environment and Personal Safety Precautions

1). The Company has established Occupational Safety & Health Division and Occupational Safety & Health Committee and provided a range of safety precautions, such as fire-control facilities, emergency escape route and reporting system. To prevent the employees from occupational injuries and protect their safety and health, the Occupational Safety & Health Working Rules in accordance with the provisions of Occupational Safety and Health Act and ISM Code has been stipulated for employees to abide by, thereby ensuring a safe working environment.
2). The Company assigns suitable employees to take first-aid training courses in accordance with laws and they are qualified as first-aid personnel. In response to the laws, the Company has signed contracts with the hospital and the nursing management company to provide on-the-spot service to the medical staff every month, and provide professional assistance related to the Company’s occupational safety and consulting services on the personal physical and mental health of office colleagues.
3). The Company carries out regular maintenance of fire-fighting facilities in elevators, strengthens access control management, and arranges occupational safety training and fire drills to safeguard personnel’s life safety on a regular basis.
4). To create a harmonious relationship and prevent sexual harassment, protect the rights and interests of employees and provide a harmonious and safe working environment, the Company has formulated measures to prevent sexual harassment, complaints and disciplinary measures to protect employees.
5). The Company shall carry out regular health examination according to law and regulations, and conduct health management according to the results of health examination.
6). For the purpose of abiding by laws and regulations, protecting the rights and interests of the labors and management, the Company set up LaborManagement Meeting in since 2017, in which the employer appointed the management representative, and all colleagues selected the labor representative,

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which was submitted to Taipei Labor Bureau for approval. It is required to hold Labor-management Meeting every three months to report on and discuss issues related to labor and management.

Relevant information is publicly disclosed on the Company’s website (https://www.uming.com.tw/)

(6). Employee Conduct or Code of Ethics

The company has been adhering to the business philosophy of Sincerity, Diligence, Thrift, Prudence and Innovation. Sincerity refers to good faith; Diligence refers to hard work; Thrift refers to thrifty way of life and work; Prudence refers to rigorous work attitude, Innovation refers to continuous creation of new values for customers and shareholders. The spirits has been a part of corporate cultures and deeply rooted in the heart of employees.

The Company’s Ethical Business Practice and Code of Ethical Conduct were adopted by the 16[th] Board of Directors on August 12, 2013 and submitted to the Shareholders’ Meeting on June 9, 2014. In addition, part of the provisions amended in accordance with the Act were passed by the Board of Directors on May 7, 2020 and reported to the Shareholders’ Meeting on June 9, 2020. To implement the Ethical Business Practice and Code of Ethical Conduct, the Company has publicized the Ethical Business Practice and Code of Ethical Conduct to our staff on our website. Besides, the Company has built Relevant Rules for Human Resources on the portal of HR System of the Company, so that the employees can access to the website to view the working rule of the Company. Detailed methods for standardizing employees’ behavior and ethics are contained there.

The Working Rules of the Company clearly specifies the code of conduct. In terms of management, it is emphasized that employees should be self-discipline and dedicated to their duties. Department heads are responsible for training, leadership and assessment of their subordinates, so that employees can fully understand the code of conduct

1). Employees shall comply with all legal rules and regulations of the Company and the reasonable guidance of their supervisors. They shall sign the Loyalty Declaration every year. Without the approval of the General Manager, they shall not run business privately or concurrently hold positions outside the Company.
2). Supervisors at all levels should check the attendance of their subordinates carefully in accordance with the provisions and shall not be swayed by personal considerations.
3). Employees should fulfill their duties pragmatically and should not be afraid of difficulties, pass bucks or delay without reasonable reasons.
4). The employees shall be attentive to their duties and work hard and shall not disclose the business secrets or other information; without the consent of supervisor, they’re not allowed to present the book accounts and e-files or publish any statement about the position. New employees should sign the Consent Form for Employees to Use IT Equipment and Information-based Software and comply with relevant laws and regulations and network standards.
5). Employees shall use and keep the public property in a proper manner and shall not waste, damage, modify, embezzle for personal purpose.
For the most recent year and up to the date of publication of the annual report, the estimated amount of losses incurred due to labor disputes, and the possible current and future amounts and Countermeasures: none.

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6. Important Contracts

Nature of Contract	Contracting Party	Duration of Contracts	Main Contents	Restrictive Clauses
Long-term Solicitation Contract	Asia Cement Corp	Jan. 2020~Dec. 2020	Cement Transportation for Domestic and Overseas Sales	None
	TA-HO MARITIME CORPORATION	Jan. 2020~Dec. 2020	Cement Transportation for Domestic and Overseas Sales	None
	Taiwan Power Company	May 2020~Apr. 2024	Imported Coal Transport in the Pacific region (Panamx)	None
	Vale international S.A.	Jun. 2020~Sept. 2045	Iron ore transportation from Brazil to China(VLCC)	None
Bulk Carrier Construction Contract	Oshima Shipbuilding CO. LTD	Nov. 2019~Oct. 2023	Bulk Carrier Construction Contract	None
	Shanghai Waigaoqiao ShipbuildingCo.,Ltd.	Nov. 2020~Sept. 2023	LNG Dual Fuel Powered Bulk Carrier	None
	Qingdao Beihai Shipbuilding Heavy IndustryCo.,Ltd.	Jan. 2021~Feb. 2023	Bulk Carrier Construction Contract	None
Long-term Borrowing Contract	Chang Hwa Commercial Bank	Dec. 2016~Dec. 2021	Letter of Credit Extension, General Working Capital BorrowingContract	None
		Dec. 2020~Dec. 2025	Letter of Credit Extension, General Working Capital BorrowingContract	None
	Taishin International Bank	Sept. 2017~Sept. 2022	Credit Extension Contract	None
	Taiwan Business Bank	Oct. 2018~Oct. 2023	IOU	None
	China Trust Commercial Bank	Mar. 2018~Mar. 2023	Contract and General Agreement on Comprehensive Line of Bank Credit	None
	China Export-Import Bank	Dec. 2019~Dec. 2021	Service Loan Deed	None
	Mega International Commercial Bank	Aug. 2017~Aug. 2022	Medium and Long-term Credit Extension Contract	None
		Aug. 2018~Aug. 2023	Medium and Long-term Credit Extension Contract	None
		Jul. 2019~Jul. 2024	Medium and Long-term Credit Extension Contract	None
	Bank of Taiwan	Apr. 2019~Apr. 2024	Loan Receipt	None
		Aug. 2019~Aug. 2022	Loan Receipt	None
	BNP Paribas Taipei branch	Jan. 2016~Jan. 2021	Agreement For Discount of Bank Guaranteed Commercial Paper	None
		Jan. 2016~Jan. 2021	Agreement For Discount of Bank Guaranteed Commercial Paper	None
	Mizuho Corporate Bank Singapore Branch	Jul. 2012~Jul. 2022	Facility Agreement, Deed of Covenants and Assignment	None
		Sep. 2012~Sep. 2022	Facility Agreement, Deed of Covenants and Assignment	None

(Continued)

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(Continued)

(Continued)
Nature of Contract	Contracting Party	Duration of Contracts	Main Contents	Restrictive Clauses
Long-term Borrowing Contract	Mega International Commercial Bank Singapore Branch	Oct. 2012~Oct. 2022	Facility Agreement, Deed of Covenants and Assignment	None
		Apr. 2013~Apr. 2023	Facility Agreement, Deed of Covenants and Assignment	None
		May 2013~May 2023	Facility Agreement, Deed of Covenants and Assignment	None
		Aug. 2013~Aug. 2023	Facility Agreement, Deed of Covenants and Assignment	None
	China Trust Bank Singapore Branch	Oct. 2013~Oct. 2023	Facility Agreement, Deed of Covenants and Assignment	None
		Jan. 2014~Jan. 2024	Facility Agreement, Deed of Covenants and Assignment	None
	Taiwan Cooperative Bank(OBU)	Sept. 2013~Sept. 2021	Facility Agreement, Deed of Covenants and Assignment	None
		Dec. 2013~Dec. 2021	Facility Agreement, Deed of Covenants and Assignment	None
	ANZ (OBU)	Apr. 2014~Mar. 2022	Facility Agreement, Deed of Covenants and Assignment	None
		Jan. 2017~Jan. 2024	Facility Agreement, Deed of Covenants and Assignment	None
	Japan Bank for International Cooperation, Citibank Tokyo Branch	Jan. 2015~Jun. 2023	Loan Agreement, Deed of Covenants, Security Assignment	None
		Apr. 2015~Oct. 2023	Loan Agreement, Deed of Covenants, Security Assignment	None
		Sept. 2015~Jan. 2024	Loan Agreement, Deed of Covenants, Security Assignment	None
	The Chang Hwa Commercial Bank (OBU)	Dec. 2014~Dec. 2024	Credit Extension Contract, Deed of Covenants and Assignment	None
	Mega International Commercial Bank (OBU)	Jan. 2015~Dec. 2022	Medium and Long-term Credit Extension Contract, Deed of Covenants and Assignment	None
		Sep. 2020~Sep. 2027	Loan Agreement, Deed of Covenants	None
		Oct. 2020~Oct. 2033	Loan Agreement, Deed of Covenants	None
	Yushan Bank Singapore Branch	May 2014~May 2025	Facility Agreement, Deed of Covenants and Assignment	None
		May 2018~Jun, 2027	Facility Agreement, Deed of Covenants and Assignment	None
	Bank of Taiwan (OBU)	Dec. 2015~Dec. 2025	Loan Receipt, Deed of Covenants and Assignment	None
	United Overseas Bank Limited, Singapore Branch	Dec. 2016~Dec. 2021	Facility Agreement, Deed of Covenants	None

(Continued)

116

U-MING MARINE ANNUAL REPORT 2020

Business Overview

(Continued)
Nature of Contract	Contracting Party	Duration of Contracts	Main Contents	Restrictive Clauses
Long-term Borrowing Contract	Bank SinoPac (OBU)	Oct. 2018~Oct. 2025	General Application for Credit Granting and Transaction, Deed of Covenants	None
		Jan. 2020~Jan. 2025	General Application for Credit Granting and Transaction, Deed of Covenants	None
		Mar. 2020~Mar. 2032	General Application for Credit Granting and Transaction, Deed of Covenants	None
	Taiwan Shin Kong Commercial Bank (OBU)	Dec. 2020~Dec. 2025	Facility Agreement, Deed of Covenants and Assignment	None
	Mizuho Corporate Bank(OBU)	Mar. 2013~Mar. 2021	Facility Agreement, Deed of Covenants and Assignment	None

117

VI. Financial Highlights

1. Five-Year Financial Summary

(1) Condensed Balance Sheet and Statement of Comprehensive Income–IFRS
A. Condensed Balance Sheet from 2016 to 2020 (Consolidated)

		(In Thousands of New Taiwan Dollars) F i n a n c i a l i n f o r m a t i o n f o r t h e l a s t f i v e y e a r s F i n a n c i a l information from the current fiscal year up to March 3 1 , 2 0 2 1 ( N o t e 1 ) 2016 2017 2018 2019 2020 $ 23,031,922 $ 18,951,405 $ 26,696,970 $ 26,488,828 $ 23,253,691 $ 23,558,114 28,315,931 30,217,912 29,939,341 27,933,249 29,114,345 28,676,673 0 879 34,624 58,799 47,038 90,222 6,761,148 4,726,009 6,537,716 7,778,101 8,227,413 8,840,963 58,109,001 53,896,205 63,208,651 62,258,977 60,642,487 61,165,972 11,827,591 13,461,797 19,369,432 14,777,745 18,389,962 19,124,491 12,461,383 14,475,864 20,890,532 16,383,351 - - 21,730,929 18,594,198 18,213,684 20,636,673 19,077,031 18,366,042 33,558,520 32,055,995 37,583,116 35,414,418 37,466,993 37,490,533 34,192,312 33,070,062 39,104,216 37,020,024 - - 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 115,140 115,135 115,123 115,152 115,163 115,164 14,917,375 15,275,472 16,053,677 16,363,410 15,632,571 15,975,570 14,283,583 14,261,405 14,532,577 14,757,804 - - 1,067,409 (2,000,954) 1,006,178 1,915,440 (1,022,797) (865,852) 0 0 0 0 0 0 0 0 0 0 0 0 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 23,916,689 20,826,143 24,104,435 25,238,953 - -	(In Thousands of New Taiwan Dollars) F i n a n c i a l i n f o r m a t i o n f o r t h e l a s t f i v e y e a r s F i n a n c i a l information from the current fiscal year up to March 3 1 , 2 0 2 1 ( N o t e 1 ) 2016 2017 2018 2019 2020 $ 23,031,922 $ 18,951,405 $ 26,696,970 $ 26,488,828 $ 23,253,691 $ 23,558,114 28,315,931 30,217,912 29,939,341 27,933,249 29,114,345 28,676,673 0 879 34,624 58,799 47,038 90,222 6,761,148 4,726,009 6,537,716 7,778,101 8,227,413 8,840,963 58,109,001 53,896,205 63,208,651 62,258,977 60,642,487 61,165,972 11,827,591 13,461,797 19,369,432 14,777,745 18,389,962 19,124,491 12,461,383 14,475,864 20,890,532 16,383,351 - - 21,730,929 18,594,198 18,213,684 20,636,673 19,077,031 18,366,042 33,558,520 32,055,995 37,583,116 35,414,418 37,466,993 37,490,533 34,192,312 33,070,062 39,104,216 37,020,024 - - 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 115,140 115,135 115,123 115,152 115,163 115,164 14,917,375 15,275,472 16,053,677 16,363,410 15,632,571 15,975,570 14,283,583 14,261,405 14,532,577 14,757,804 - - 1,067,409 (2,000,954) 1,006,178 1,915,440 (1,022,797) (865,852) 0 0 0 0 0 0 0 0 0 0 0 0 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 23,916,689 20,826,143 24,104,435 25,238,953 - -	(In Thousands of New Taiwan Dollars) F i n a n c i a l i n f o r m a t i o n f o r t h e l a s t f i v e y e a r s F i n a n c i a l information from the current fiscal year up to March 3 1 , 2 0 2 1 ( N o t e 1 ) 2016 2017 2018 2019 2020 $ 23,031,922 $ 18,951,405 $ 26,696,970 $ 26,488,828 $ 23,253,691 $ 23,558,114 28,315,931 30,217,912 29,939,341 27,933,249 29,114,345 28,676,673 0 879 34,624 58,799 47,038 90,222 6,761,148 4,726,009 6,537,716 7,778,101 8,227,413 8,840,963 58,109,001 53,896,205 63,208,651 62,258,977 60,642,487 61,165,972 11,827,591 13,461,797 19,369,432 14,777,745 18,389,962 19,124,491 12,461,383 14,475,864 20,890,532 16,383,351 - - 21,730,929 18,594,198 18,213,684 20,636,673 19,077,031 18,366,042 33,558,520 32,055,995 37,583,116 35,414,418 37,466,993 37,490,533 34,192,312 33,070,062 39,104,216 37,020,024 - - 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 115,140 115,135 115,123 115,152 115,163 115,164 14,917,375 15,275,472 16,053,677 16,363,410 15,632,571 15,975,570 14,283,583 14,261,405 14,532,577 14,757,804 - - 1,067,409 (2,000,954) 1,006,178 1,915,440 (1,022,797) (865,852) 0 0 0 0 0 0 0 0 0 0 0 0 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 23,916,689 20,826,143 24,104,435 25,238,953 - -	(In Thousands of New Taiwan Dollars) F i n a n c i a l i n f o r m a t i o n f o r t h e l a s t f i v e y e a r s F i n a n c i a l information from the current fiscal year up to March 3 1 , 2 0 2 1 ( N o t e 1 ) 2016 2017 2018 2019 2020 $ 23,031,922 $ 18,951,405 $ 26,696,970 $ 26,488,828 $ 23,253,691 $ 23,558,114 28,315,931 30,217,912 29,939,341 27,933,249 29,114,345 28,676,673 0 879 34,624 58,799 47,038 90,222 6,761,148 4,726,009 6,537,716 7,778,101 8,227,413 8,840,963 58,109,001 53,896,205 63,208,651 62,258,977 60,642,487 61,165,972 11,827,591 13,461,797 19,369,432 14,777,745 18,389,962 19,124,491 12,461,383 14,475,864 20,890,532 16,383,351 - - 21,730,929 18,594,198 18,213,684 20,636,673 19,077,031 18,366,042 33,558,520 32,055,995 37,583,116 35,414,418 37,466,993 37,490,533 34,192,312 33,070,062 39,104,216 37,020,024 - - 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 115,140 115,135 115,123 115,152 115,163 115,164 14,917,375 15,275,472 16,053,677 16,363,410 15,632,571 15,975,570 14,283,583 14,261,405 14,532,577 14,757,804 - - 1,067,409 (2,000,954) 1,006,178 1,915,440 (1,022,797) (865,852) 0 0 0 0 0 0 0 0 0 0 0 0 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 23,916,689 20,826,143 24,104,435 25,238,953 - -	(In Thousands of New Taiwan Dollars) F i n a n c i a l i n f o r m a t i o n f o r t h e l a s t f i v e y e a r s F i n a n c i a l information from the current fiscal year up to March 3 1 , 2 0 2 1 ( N o t e 1 ) 2016 2017 2018 2019 2020 $ 23,031,922 $ 18,951,405 $ 26,696,970 $ 26,488,828 $ 23,253,691 $ 23,558,114 28,315,931 30,217,912 29,939,341 27,933,249 29,114,345 28,676,673 0 879 34,624 58,799 47,038 90,222 6,761,148 4,726,009 6,537,716 7,778,101 8,227,413 8,840,963 58,109,001 53,896,205 63,208,651 62,258,977 60,642,487 61,165,972 11,827,591 13,461,797 19,369,432 14,777,745 18,389,962 19,124,491 12,461,383 14,475,864 20,890,532 16,383,351 - - 21,730,929 18,594,198 18,213,684 20,636,673 19,077,031 18,366,042 33,558,520 32,055,995 37,583,116 35,414,418 37,466,993 37,490,533 34,192,312 33,070,062 39,104,216 37,020,024 - - 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 115,140 115,135 115,123 115,152 115,163 115,164 14,917,375 15,275,472 16,053,677 16,363,410 15,632,571 15,975,570 14,283,583 14,261,405 14,532,577 14,757,804 - - 1,067,409 (2,000,954) 1,006,178 1,915,440 (1,022,797) (865,852) 0 0 0 0 0 0 0 0 0 0 0 0 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 23,916,689 20,826,143 24,104,435 25,238,953 - -	(In Thousands of New Taiwan Dollars) F i n a n c i a l i n f o r m a t i o n f o r t h e l a s t f i v e y e a r s F i n a n c i a l information from the current fiscal year up to March 3 1 , 2 0 2 1 ( N o t e 1 ) 2016 2017 2018 2019 2020 $ 23,031,922 $ 18,951,405 $ 26,696,970 $ 26,488,828 $ 23,253,691 $ 23,558,114 28,315,931 30,217,912 29,939,341 27,933,249 29,114,345 28,676,673 0 879 34,624 58,799 47,038 90,222 6,761,148 4,726,009 6,537,716 7,778,101 8,227,413 8,840,963 58,109,001 53,896,205 63,208,651 62,258,977 60,642,487 61,165,972 11,827,591 13,461,797 19,369,432 14,777,745 18,389,962 19,124,491 12,461,383 14,475,864 20,890,532 16,383,351 - - 21,730,929 18,594,198 18,213,684 20,636,673 19,077,031 18,366,042 33,558,520 32,055,995 37,583,116 35,414,418 37,466,993 37,490,533 34,192,312 33,070,062 39,104,216 37,020,024 - - 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 8,450,557 115,140 115,135 115,123 115,152 115,163 115,164 14,917,375 15,275,472 16,053,677 16,363,410 15,632,571 15,975,570 14,283,583 14,261,405 14,532,577 14,757,804 - - 1,067,409 (2,000,954) 1,006,178 1,915,440 (1,022,797) (865,852) 0 0 0 0 0 0 0 0 0 0 0 0 24,550,481 21,840,210 25,625,535 26,844,559 23,175,494 23,675,439 23,916,689 20,826,143 24,104,435 25,238,953 - -
Yea Item	r	F i n a n c i a l i n f o r m a t i o n f o r t h e l a s t f i v e y e a r s					F i n a n c i a l information from the current fiscal year up to March 3 1 , 2 0 2 1 ( N o t e 1 )
		2016	2017	2018	2019	2020
C u r r e n t	A s s e t s	$ 23,031,922	$ 18,951,405	$ 26,696,970	$ 26,488,828	$ 23,253,691	$ 23,558,114
Property, E q u i p	Plant and m e n t	28,315,931	30,217,912	29,939,341	27,933,249	29,114,345	28,676,673
I n t a n g i b l	e A s s e t s	0	879	34,624	58,799	47,038	90,222
O t h e r	A s s e t s	6,761,148	4,726,009	6,537,716	7,778,101	8,227,413	8,840,963
T o t a l	A s s e t s	58,109,001	53,896,205	63,208,651	62,258,977	60,642,487	61,165,972
Current Liabilities	Before Distribution	11,827,591	13,461,797	19,369,432	14,777,745	18,389,962	19,124,491
	After Distribution	12,461,383	14,475,864	20,890,532	16,383,351	-	-
Noncurrent	Liabilities	21,730,929	18,594,198	18,213,684	20,636,673	19,077,031	18,366,042
Total Liabilities	Before Distribution	33,558,520	32,055,995	37,583,116	35,414,418	37,466,993	37,490,533
	After Distribution	34,192,312	33,070,062	39,104,216	37,020,024	-	-
Equity Attr Shareholde P a r	ibutable to rs of the e n t	24,550,481	21,840,210	25,625,535	26,844,559	23,175,494	23,675,439
C a p i t a l	S t o c k	8,450,557	8,450,557	8,450,557	8,450,557	8,450,557	8,450,557
C a p i t a l	S u r p l u s	115,140	115,135	115,123	115,152	115,163	115,164
Retained Earnings	Before Distribution	14,917,375	15,275,472	16,053,677	16,363,410	15,632,571	15,975,570
	After Distribution	14,283,583	14,261,405	14,532,577	14,757,804	-	-
O t h e r	E q u i t y	1,067,409	(2,000,954)	1,006,178	1,915,440	(1,022,797)	(865,852)
T r e a s u r y	S t o c k	0	0	0	0	0	0
Noncontrolling Interests		0	0	0	0	0	0
Total Equity	Before Distribution	24,550,481	21,840,210	25,625,535	26,844,559	23,175,494	23,675,439
	After Distribution	23,916,689	20,826,143	24,104,435	25,238,953	-	-

Note 1: The financial information on March 31, 2021 has been reviewed by CPA.

118

ANNUAL REPORT 2020

U-MING MARINE

Business Overview

B. Condensed Statement of Comprehensive Income from 2016 to 2020 (Consolidated)

(In Thousands of New Taiwan Dollars,Except EPS: NT$) Year Item F i n a n c i a l i n f o r ma t i o n f o r t h e l a s t f i v e y e a r sFinancial information from the current fiscal year up to March 31, 2021 (Note 1) 2016 2017 2018 2019 2020 Net Revenue $ 6,517,397 $ 8,501,325 $ 11,523,222 $ 10,067,914 $ 8,507,364 $ 2,462,515 Gross (Loss) Profit ( 199,127) 777,045 1,715,148 1,894,708 935,555 358,582 Income (Loss) from Operations ( 466,989) 461,018 1,333,009 1,455,727 509,343 232,387 Non-operating Income and Expenses ( 386,179) 350,396 300,095 284,073 323,509 113,431 (Loss) Inco me before I nc o m e T a x ( 853,168) 811,414 1,633,104 1,739,800 832,852 345,818 ( L o s s ) I n c o m e from C o n t i n u i n g O p e r a t i o n ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Loss from Discontinued Operation 0 0 0 0 0 0 Net (Loss) Income ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Other comprehensive income (after tax) ( 1,311,563) ( 3,085,478) 2,007,257 1,118,819 ( 2,941,713) 157,924 Total Comprehensive Income ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Net Income Attributable to: Shareholders of the Parent ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Net Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 Comprehensive Income Attributable to: Shareholders of the Parent ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Comprehensive Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 (Loss)Earnings Per Share ( 1.04) 1.18 1.97 1.92 1.04 0.41	(In Thousands of New Taiwan Dollars,Except EPS: NT$) Year Item F i n a n c i a l i n f o r ma t i o n f o r t h e l a s t f i v e y e a r sFinancial information from the current fiscal year up to March 31, 2021 (Note 1) 2016 2017 2018 2019 2020 Net Revenue $ 6,517,397 $ 8,501,325 $ 11,523,222 $ 10,067,914 $ 8,507,364 $ 2,462,515 Gross (Loss) Profit ( 199,127) 777,045 1,715,148 1,894,708 935,555 358,582 Income (Loss) from Operations ( 466,989) 461,018 1,333,009 1,455,727 509,343 232,387 Non-operating Income and Expenses ( 386,179) 350,396 300,095 284,073 323,509 113,431 (Loss) Inco me before I nc o m e T a x ( 853,168) 811,414 1,633,104 1,739,800 832,852 345,818 ( L o s s ) I n c o m e from C o n t i n u i n g O p e r a t i o n ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Loss from Discontinued Operation 0 0 0 0 0 0 Net (Loss) Income ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Other comprehensive income (after tax) ( 1,311,563) ( 3,085,478) 2,007,257 1,118,819 ( 2,941,713) 157,924 Total Comprehensive Income ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Net Income Attributable to: Shareholders of the Parent ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Net Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 Comprehensive Income Attributable to: Shareholders of the Parent ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Comprehensive Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 (Loss)Earnings Per Share ( 1.04) 1.18 1.97 1.92 1.04 0.41	(In Thousands of New Taiwan Dollars,Except EPS: NT$) Year Item F i n a n c i a l i n f o r ma t i o n f o r t h e l a s t f i v e y e a r sFinancial information from the current fiscal year up to March 31, 2021 (Note 1) 2016 2017 2018 2019 2020 Net Revenue $ 6,517,397 $ 8,501,325 $ 11,523,222 $ 10,067,914 $ 8,507,364 $ 2,462,515 Gross (Loss) Profit ( 199,127) 777,045 1,715,148 1,894,708 935,555 358,582 Income (Loss) from Operations ( 466,989) 461,018 1,333,009 1,455,727 509,343 232,387 Non-operating Income and Expenses ( 386,179) 350,396 300,095 284,073 323,509 113,431 (Loss) Inco me before I nc o m e T a x ( 853,168) 811,414 1,633,104 1,739,800 832,852 345,818 ( L o s s ) I n c o m e from C o n t i n u i n g O p e r a t i o n ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Loss from Discontinued Operation 0 0 0 0 0 0 Net (Loss) Income ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Other comprehensive income (after tax) ( 1,311,563) ( 3,085,478) 2,007,257 1,118,819 ( 2,941,713) 157,924 Total Comprehensive Income ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Net Income Attributable to: Shareholders of the Parent ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Net Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 Comprehensive Income Attributable to: Shareholders of the Parent ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Comprehensive Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 (Loss)Earnings Per Share ( 1.04) 1.18 1.97 1.92 1.04 0.41	(In Thousands of New Taiwan Dollars,Except EPS: NT$) Year Item F i n a n c i a l i n f o r ma t i o n f o r t h e l a s t f i v e y e a r sFinancial information from the current fiscal year up to March 31, 2021 (Note 1) 2016 2017 2018 2019 2020 Net Revenue $ 6,517,397 $ 8,501,325 $ 11,523,222 $ 10,067,914 $ 8,507,364 $ 2,462,515 Gross (Loss) Profit ( 199,127) 777,045 1,715,148 1,894,708 935,555 358,582 Income (Loss) from Operations ( 466,989) 461,018 1,333,009 1,455,727 509,343 232,387 Non-operating Income and Expenses ( 386,179) 350,396 300,095 284,073 323,509 113,431 (Loss) Inco me before I nc o m e T a x ( 853,168) 811,414 1,633,104 1,739,800 832,852 345,818 ( L o s s ) I n c o m e from C o n t i n u i n g O p e r a t i o n ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Loss from Discontinued Operation 0 0 0 0 0 0 Net (Loss) Income ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Other comprehensive income (after tax) ( 1,311,563) ( 3,085,478) 2,007,257 1,118,819 ( 2,941,713) 157,924 Total Comprehensive Income ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Net Income Attributable to: Shareholders of the Parent ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Net Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 Comprehensive Income Attributable to: Shareholders of the Parent ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Comprehensive Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 (Loss)Earnings Per Share ( 1.04) 1.18 1.97 1.92 1.04 0.41	(In Thousands of New Taiwan Dollars,Except EPS: NT$) Year Item F i n a n c i a l i n f o r ma t i o n f o r t h e l a s t f i v e y e a r sFinancial information from the current fiscal year up to March 31, 2021 (Note 1) 2016 2017 2018 2019 2020 Net Revenue $ 6,517,397 $ 8,501,325 $ 11,523,222 $ 10,067,914 $ 8,507,364 $ 2,462,515 Gross (Loss) Profit ( 199,127) 777,045 1,715,148 1,894,708 935,555 358,582 Income (Loss) from Operations ( 466,989) 461,018 1,333,009 1,455,727 509,343 232,387 Non-operating Income and Expenses ( 386,179) 350,396 300,095 284,073 323,509 113,431 (Loss) Inco me before I nc o m e T a x ( 853,168) 811,414 1,633,104 1,739,800 832,852 345,818 ( L o s s ) I n c o m e from C o n t i n u i n g O p e r a t i o n ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Loss from Discontinued Operation 0 0 0 0 0 0 Net (Loss) Income ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Other comprehensive income (after tax) ( 1,311,563) ( 3,085,478) 2,007,257 1,118,819 ( 2,941,713) 157,924 Total Comprehensive Income ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Net Income Attributable to: Shareholders of the Parent ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Net Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 Comprehensive Income Attributable to: Shareholders of the Parent ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Comprehensive Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 (Loss)Earnings Per Share ( 1.04) 1.18 1.97 1.92 1.04 0.41	(In Thousands of New Taiwan Dollars,Except EPS: NT$) Year Item F i n a n c i a l i n f o r ma t i o n f o r t h e l a s t f i v e y e a r sFinancial information from the current fiscal year up to March 31, 2021 (Note 1) 2016 2017 2018 2019 2020 Net Revenue $ 6,517,397 $ 8,501,325 $ 11,523,222 $ 10,067,914 $ 8,507,364 $ 2,462,515 Gross (Loss) Profit ( 199,127) 777,045 1,715,148 1,894,708 935,555 358,582 Income (Loss) from Operations ( 466,989) 461,018 1,333,009 1,455,727 509,343 232,387 Non-operating Income and Expenses ( 386,179) 350,396 300,095 284,073 323,509 113,431 (Loss) Inco me before I nc o m e T a x ( 853,168) 811,414 1,633,104 1,739,800 832,852 345,818 ( L o s s ) I n c o m e from C o n t i n u i n g O p e r a t i o n ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Loss from Discontinued Operation 0 0 0 0 0 0 Net (Loss) Income ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Other comprehensive income (after tax) ( 1,311,563) ( 3,085,478) 2,007,257 1,118,819 ( 2,941,713) 157,924 Total Comprehensive Income ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Net Income Attributable to: Shareholders of the Parent ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Net Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 Comprehensive Income Attributable to: Shareholders of the Parent ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Comprehensive Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 (Loss)Earnings Per Share ( 1.04) 1.18 1.97 1.92 1.04 0.41	(In Thousands of New Taiwan Dollars,Except EPS: NT$) Year Item F i n a n c i a l i n f o r ma t i o n f o r t h e l a s t f i v e y e a r sFinancial information from the current fiscal year up to March 31, 2021 (Note 1) 2016 2017 2018 2019 2020 Net Revenue $ 6,517,397 $ 8,501,325 $ 11,523,222 $ 10,067,914 $ 8,507,364 $ 2,462,515 Gross (Loss) Profit ( 199,127) 777,045 1,715,148 1,894,708 935,555 358,582 Income (Loss) from Operations ( 466,989) 461,018 1,333,009 1,455,727 509,343 232,387 Non-operating Income and Expenses ( 386,179) 350,396 300,095 284,073 323,509 113,431 (Loss) Inco me before I nc o m e T a x ( 853,168) 811,414 1,633,104 1,739,800 832,852 345,818 ( L o s s ) I n c o m e from C o n t i n u i n g O p e r a t i o n ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Loss from Discontinued Operation 0 0 0 0 0 0 Net (Loss) Income ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Other comprehensive income (after tax) ( 1,311,563) ( 3,085,478) 2,007,257 1,118,819 ( 2,941,713) 157,924 Total Comprehensive Income ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Net Income Attributable to: Shareholders of the Parent ( 878,354) 999,520 1,668,840 1,621,695 878,425 342,355 Net Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 Comprehensive Income Attributable to: Shareholders of the Parent ( 2,189,917)( 2,085,958) 3,676,097 2,740,514 ( 2,063,288) 500,279 Comprehensive Income Attributable to: Noncontrolling Interests 0 0 0 0 0 0 (Loss)Earnings Per Share ( 1.04) 1.18 1.97 1.92 1.04 0.41
Year Item	F i n a n c i a l i n f o r ma t i o n f o r t h e l a s t f i v e y e a r s					Financial information from the current fiscal year up to March 31, 2021 (Note 1)
	2016	2017	2018	2019	2020
Net Revenue	$ 6,517,397	$ 8,501,325	$ 11,523,222	$ 10,067,914	$ 8,507,364	$ 2,462,515
Gross (Loss) Profit	( 199,127)	777,045	1,715,148	1,894,708	935,555	358,582
Income (Loss) from Operations	( 466,989)	461,018	1,333,009	1,455,727	509,343	232,387
Non-operating Income and Expenses	( 386,179)	350,396	300,095	284,073	323,509	113,431
(Loss) Inco me before I nc o m e T a x	( 853,168)	811,414	1,633,104	1,739,800	832,852	345,818
( L o s s ) I n c o m e from C o n t i n u i n g O p e r a t i o n	( 878,354)	999,520	1,668,840	1,621,695	878,425	342,355
Loss from Discontinued Operation	0	0	0	0	0	0
Net (Loss) Income	( 878,354)	999,520	1,668,840	1,621,695	878,425	342,355
Other comprehensive income (after tax)	( 1,311,563)	( 3,085,478)	2,007,257	1,118,819	( 2,941,713)	157,924
Total Comprehensive Income	( 2,189,917)	( 2,085,958)	3,676,097	2,740,514	( 2,063,288)	500,279
Net Income Attributable to: Shareholders of the Parent	( 878,354)	999,520	1,668,840	1,621,695	878,425	342,355
Net Income Attributable to: Noncontrolling Interests	0	0	0	0	0	0
Comprehensive Income Attributable to: Shareholders of the Parent	( 2,189,917)	( 2,085,958)	3,676,097	2,740,514	( 2,063,288)	500,279
Comprehensive Income Attributable to: Noncontrolling Interests	0	0	0	0	0	0
(Loss)Earnings Per Share	( 1.04)	1.18	1.97	1.92	1.04	0.41

Note 1: The financial information on March 31, 2021 has been reviewed by CPA.

119

C. Condensed Balance Sheet from 2016 to 2020 (Standalone)

(In Thousands of New Taiwan Dollars)

Yea Item	r	Financial information for the last five years	Financial information for the last five years	Financial information for the last five years	Financial information for the last five years	Financial information for the last five years
		2016	2017	2018	2019	2020
C u r r e n t	A s s e t s	$ 1,922,612	$ 1,833,612	$ 1,985,037	$ 2,225,116	$ 2,088,840
Property, E q u i p	Plant and m e n t	978,474	933,858	870,896	839,966	846,584
I n t a n g i b l	e A s s e t s	0	879	34,624	56,274	43,742
O t h e r	A s s e t s	52,916,320	47,610,338	49,102,842	48,698,722	46,647,179
T o t a l	A s s e t s	55,817,406	50,378,687	51,993,399	51,820,078	49,626,345
Current Liabilities	Before Distribution	21,389,847	20,772,900	17,453,879	11,281,141	14,349,470
	After Distribution	22,023,639	21,786,967	18,974,979	12,886,747	-
Noncurrent	Liabilities	9,877,078	7,765,577	8,913,985	13,694,378	12,101,381
Total Liabilities	Before Distribution	31,266,925	28,538,477	26,367,864	24,975,519	26,450,851
	After Distribution	31,900,717	29,552,544	27,888,964	26,581,125	-
Equity Attr Shareholde P a r	ibutable to rs of the e n t		21,840,210	25,625,535	26,844,559	23,175,494
C a p i t a l	S t o c k	8,450,557	8,450,557	8,450,557	8,450,557	8,450,557
C a p i t a l	S u r p l u s	115,140	115,135	115,123	115,152	115,163
Retained Earnings	Before Distribution	14,917,375	15,275,472	16,053,677	16,363,410	15,632,571
	After Distribution	14,283,583	14,261,405	14,532,577	14,757,804	-
O t h e r	E q u i t y	1,067,409	( 2,000,954)	1,006,178	1,915,440	( 1,022,797)
T r e a s u r y	S t o c k	0	0	0	0	0
Noncontrolling Interests		0	0	0	0	0
Total Equity	Before Distribution	24,550,481	21,840,210	25,625,535	26,844,559	23,175,494
	After Distribution	23,916,689	20,826,143	24,104,435	25,238,953	-

120

ANNUAL REPORT 2020

U-MING MARINE

Business Overview

D. Condensed Statement of Comprehensive Income from 2016 to 2020 (Standalone)

(In Thousands of New Taiwan Dollars, Except EPS: NT$)

Year Item	Financial information for the last five years	Financial information for the last five years	Financial information for the last five years	Financial information for the last five years	Financial information for the last five years
	2016	2017	2018	2019	2020
N e t R e v e n u e	1,190,126	878,369	1,080,444	1,062,972	1,039,426
Gross Profit (Loss)	101,242	97,126	202,426	135,659	200,072
Income (Loss) from O p e r a t i o n s	( 87,153)	( 110,116)	( 64,867)	( 166,205)	( 83,596)
Non-operating Income a n d E x p e n s e s	( 788,990)	888,484	1,666,613	1,890,056	905,795
Income (Loss) before I n c o m e T a x	( 876,143 )	778,368	1,601,746	1,723,851	822,199
Income (Loss) from Continuing Operation	( 878,354 )	999,520	1,668,840	1,621,695	878,425
Loss from Discontinued O p e r a t i o n	0	0	0	0	0
Net Income (Loss)	( 878,354 )	999,520	1,668,840	1,621,695	878,425
Other comprehensive income(after tax)	( 1,311,563)	( 3,085,478)	2,007,257	1,118,819	(2,941,713)
Total Comprehensive I n c o m e	( 2,189,917)	( 2,085,958)	3,676,097	2,740,514	(2,063,288)
Earnings (Loss) Per Share	( 1.04 )	1.18	1.97	1.92	1.04

(2) CPAs’ audit opinions for the past 5 years

Year	A c c o u n t i n g F i r m	C P A	Audit opinion
2016	Deloitte & Touche	Li-Wen Kuo, Ching- Bin Shih	Unqualified Opinion
2017	Deloitte & Touche	Li-Wen Kuo, Ching- Bin Shih	Unqualified Opinion
2018	Deloitte & Touche	Zheng-Ming Li, Li- Wen Kuo	Unqualified Opinion
2019	Deloitte & Touche	Zheng-Ming Li, Li- Wen Kuo	Unqualified Opinion
2020	Deloitte & Touche	Zheng-Ming Li, Yi- Wen Wang	Unqualified Opinion

121

2 `、` Five-Year Financial Analysis

`－` (1) Financial Analysis IFRS

A. Financial Analysis from 2016 to 2020 (Consolidated)

Item	Year	Financial analysis for the last five years	Financial analysis for the last five years	Financial analysis for the last five years	Financial analysis for the last five years	Financial analysis for the last five years	F i n a n c i a l i n f o r m a t i o n f r o m t h e current fiscal y e a r u p t o March 31, 2021 (Note 1)
		2016	2017	2018	2019	2020
Capital Structur e	Debts Ratio (%)	57.75	59.48	59.46	56.88	61.78	61.29
	Long-term Fund to Property, Plant and Equipment (%)	163.45	133.81	146.43	169.98	145.13	146.61
Liquidit y	Current Ratio (%)	194.73	140.78	137.83	179.25	126.45	123.18
	Quick Ratio (%)	191.77	137.17	135.30	175.06	123.98	120.21
	Times Interest Earned (Times)	(0.59)	2.48	3.61	3.81	3.02	4.89
Operatin g Perform ance	Average Collection Turnover (Times)	15.94	18.14	23.31	27.20	23.46	6.03
	Days Sales Outstanding	23	20	15.66	13.42	15.56	14.93
	Average Inventory Turnover (Times)	N/A
	Average Payment Turnover (Times)	N/A
	Days Sales of Inventory	N/A
	Property, Plant and Equipment Turnover (Times)	0.22	0.29	0.38	0.35	0.30	0.09
	Total Assets Turnover (Times)	0.11	0.15	0.20	0.16	0.14	0.04
Profitabi lity	Return on Total Assets (%)	(0.71)	2.60	3.71	3.37	1.97	0.68
	Return On Equity (%)	(3.37)	4.31	7.03	6.18	3.51	1.46
	Pre-tax Income to Paid-in Capital Ratio (%)	(10.10)	9.60	19.33	20.59	9.86	4.09
	Net Margin (%)	(13.48)	11.76	14.48	16.11	10.33	13.90
	Earnings Per Share (NT$)	(1.04)	1.18	1.97	1.92	1.04	0.41
Cash Flow	Cash Flow Ratio (%)	15.98	13.03	15.16	30.58	18.75	4.96
	Cash Flow Adequacy Ratio (%)	37.85	37.71	49.09	63.61	69.85	71.58
	Cash Flow Reinvestment Ratio (%)	1.83	2.13	3.38	4.89	3.21	1.65
Levera	Operating Leverage	`（`Note 2`）`	11.78	6.22	4.49	10.95	7.09
ge	Financial Leverage	0.47	`（`Note 3`）`	1.89	1.74	5.24	1.62

122

U-MING MARINE ANNUAL REPORT 2020

Business Overview

Analysis of deviation of 2020 vs. 2019 over 20%:

The decrease in current ratio and quick ratio was mainly due to the decrease in cash and cash equivalents and the increase in short-term notes and bills payable at the end of 2020.
The decrease in times interest earned is mainly due to the impact of COVID-19 in 2020, when the shipping market freight rate was lower compared with that in 2019, resulting in decreased shipping revenue and pre-tax income.
The decreases in return on assets, return on equity, pre-tax income to paid-in capital ratio, net margin and earnings per share, are mainly due to the impact of COVID-19 in 2020, when the domestic demand in countries on major routes, such as China and Australia, declined, resulting in a overall decrease in freight income. In terms of costs, the shipping industry has high fixed costs due to depreciation of ships, plus more ship docking required repairs in the year 2020. Related expenses are amortized as costs, resulting in a decrease in net profit and pre-tax income.
The decrease in cash flow ratio and cash reinvestment ratio was mainly due to the impact of COVID-19 in 2020 causing the freight income to decline. The net cash flow from operating activities was less than that in the same period in 2019, and current liabilities at the end of 2020 were less than that in the end of 2019.
The increase in operating leverage and financial leverage was mainly due to the impact of COVID-19 in 2020, when the domestic demand in countries on major routes, such as China and Australia, declined, resulting in a overall decrease in freight income. In terms of costs, the shipping industry has high fixed costs due to depreciation of ships, plus more ship docking required repairs in the year 2020. Related expenses are amortized as costs, resulting in a decrease in net profit and pre-tax income.

B. Financial Analysis from 2016 to 2020 (Standalone)

Item	Year		Financial analysis for the last five years	Financial analysis for the last five years	Financial analysis for the last five years	Financial analysis for the last five years
		2016	2017	2018	2019	2020
Capital Structure	Debts Ratio (%)	56.02	56.65	50.71	48.20	53.30
	Long-term Fund to Property, Plant and Equipment (%)	3,518.50	3,170.27	3,965.98	4,826.26	4,166.97
Liquidity	Current Ratio (%)	8.99	8.83	11.37	19.72	14.56
	Quick Ratio (%)	8.60	8.46	10.95	19.10	14.29
	Times Interest Earned (Times)	(1.49)	3.15	5.84	7.34	4.43
Operatin g Performa nce	Average Collection Turnover (Times)	15.92	15.23	14.64	13.63	13.76
	Days Sales Outstanding	23	24	25	27	27
	Average Inventory Turnover (Times)		N/A
	Average Payment Turnover (Times)		N/A
	Days Sales of Inventory		N/A
	Property, Plant and Equipment Turnover (Times)	1.08	0.92	1.20	1.24	1.23
	Total Assets Turnover (Times)	0.02	0.02	0.02	0.02	0.02
Profitabil ity	Return on Total Assets (%)	(1.00)	2.45	3.78	3.54	2.11
	Return On Equity (%)	(3.37)	4.31	7.03	6.18	3.51
	Pre-tax Income to Paid-in Capital Ratio (%)	(10.37)	9.21	18.95	20.40	9.73
	Net Margin (%)	(73.80)	113.79	154.46	152.56	84.51
	Earnings Per Share (NT$)	(1.04)	1.18	1.97	1.92	1.04
Cash Flow	Cash Flow Ratio (%)	(0.19)	(3.47)	(0.53)	(0.84)	0.29
	Cash Flow Adequacy Ratio (%)	15.50	3.45	1.38	(5.41)	(14.72)
	Cash Flow Reinvestment Ratio (%)	`（`Note 4`）`	`（`Note 4`）`	`（`Note 4`）`	`（`Note 4`）`	`（`Note 4`）`
Leverag	Operating Leverage	`（`Note 2`）`	`（`Note 2`）`	`（`Note 2`）`	`（`Note 2`）`	`（`Note 2`）`
e	Financial Leverage	`（`Note 3`）`	`（`Note 3`）`	`（`Note 3`）`	`（`Note 3`）`	`（`Note 3`）`

123

Analysis of deviation of 2020 vs. 2019 over 20%:

The decrease in current ratio and quick ratio was mainly due to the decrease in cash and cash equivalents and the increase in short-term notes and bills payable at the end of 2020.
The decrease in times interest earned is mainly due to the impact of COVID-19 in 2020, when the shipping market freight rate was lower compared with that in 2019, resulting in decreased shipping revenue and pre-tax income.
The decreases in return on assets, return on equity, pre-tax income to paid-in capital ratio, net margin and earnings per share, are mainly due to the impact of COVID-19 in 2020, when the domestic demand in countries on major routes, such as China and Australia, declined, resulting in a overall decrease in freight income. In terms of costs, the shipping industry has high fixed costs due to depreciation of ships, plus more ship docking required repairs in the year 2020. Related expenses are amortized as costs, resulting in a decrease in net profit and pre-tax income.
The increase in the cash flow ratio was mainly due to the increase in net cash inflow from operating activities in 2020 compared with that in 2019.
The decrease in the cash flow adequacy ratio was mainly due to the decrease in the net cash flow from operating activities in 2020 compared with the same period in 2019.

Note 1: The financial information on March 31, 2021 was based on the International Financial Reporting Standards (IFRS) and has been reviewed by CPA.

Note 2: The ratio is zero or negative.

Note 3: Since the amount of operating profit minus interest expenses is negative, it is not calculated. Note 4: The amount of net cash flow from operating activities minus cash dividends is negative. Note 5: The formulas for financial analysis are as follows:

Capital Structure Analysis
(1) Debt Ratio = Total Liabilities / Total Assets
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment
Liquidity Analysis
(1) Current Ratio = Current Assets / Current Liabilities
(2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
(3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses
Operating Performance Analysis
(1) Average Collection (including accounts receivable and notes receivable due to operations) Turnover = Net Sales
/ Average Trade Receivables (including accounts receivable and notes receivable due to operations).
(2) Days Sales Outstanding = 365 / Average Collection Turnover
(3) Average Inventory Turnover = Cost of Sales / Average Inventory
(4) Average Payment (including accounts payable and notes payable due to operations) Turnover ＝ Cost of Sales / Average Trade Payables (including accounts payable and notes payable due to operations)
(5) Average Inventory Turnover Days = 365 / Average Inventory Turnover
(6) Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment
(7) Total Assets Turnover = Net Sales / Average Total Assets
Profitability Analysis
(1) Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) /
Average Total Assets
(2) Return on Equity ＝ Net Income / Average Equity
(5) Net Margin = Net Income / Net Sales
(6) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding
Cash Flow
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend
(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)
Leverage
(1) Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
(2) Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)

124

ANNUAL REPORT 2020

U-MING MARINE

Business Overview

3. Audit Committee’s Review Report

2020 Audit Committee’s Review Report

To: U-Ming Marine Transport Corp. 2021 Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and proposal for allocation of earnings. CPAs Zhen-Ming Li and Yi-Wen Wang firm of Deloitte & Touche was retained to audit the Company’s Financial Statements and has issued an audit report relating to the Financial Statements.

The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of U-Ming Marine Transport Corp. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Chairman of the Audit Committee: Chu, Shao-Hua

==> picture [88 x 73] intentionally omitted <==

125

4.Annual Financial Statements for the Most Recent Year

U-Ming Marine Transport Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditors’ Report

126

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, 2020 and 2019, 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(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, 2020 and 2019, 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, 2020. 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.

127

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 judgements 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 consolidated financial statements: critical 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:

We understood and tested the design and implementation of the key controls over the recognition of freight revenue.
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, 2020 and 2019 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

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overseeing the Group’s financial reporting process.

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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

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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.

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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, 2020 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 Cheng-Ming Lee and Yi-Wen Wang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 9, 2021

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 accepted and applied in the Republic of China.

132

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.

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 7) Financial assets at fair value through profit or loss (Notes 8 and 25) Financial assets at fair value through other comprehensive income (Notes 9 and 26) Financial assets at amortized cost (Note 26) Contract assets (Note 19) Trade receivables from unrelated parties (Note 10) Trade receivables from related parties (Notes 10 and 25) Other receivables (Note 25) Fuel inventory Other current assets (Note 25) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 9) Financial assets at amortized cost Investments accounted for using the equity method (Note 12) Property, plant and equipment (Notes 13, 26 and 27) Intangible assets Deferred tax assets (Note 21) Prepayments for equipment (Note 13) Refundable deposits (Notes 25 and 26) Long-term receivables from related parties (Note 25) 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 (Notes 8 and 26) Trade payables (Note 25) Other payables (Note 16) Current tax liabilities (Note 21) Current portion of long-term borrowings (Notes 15 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 Net defined benefit liabilities (Note 17) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 18) Common share capital Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2020 Amount % $ 13,352,688 22 1,630,592 3 6,849,625 11 157,658 - 172,667 - 328,907 1 93,248 - 108,204 - 398,671 1 161,431 - 23,253,691 38 2,283,860 4 593,301 1 3,547,354 6 29,114,345 48 47,038 - 8,101 - 986,457 2 65,197 - 743,143 1 37,388,796 62 $ 60,642,487 100 $ 5,643,000 9 7,396,647 12 307,897 1 149,213 - 811,571 1 47,362 - 3,820,780 6 213,492 1 18,389,962 30 18,648,757 31 172,473 1 112,158 - 143,643 - 19,077,031 32 37,466,993 62 8,450,557 14 115,163 - 6,876,575 11 8,755,996 15 15,632,571 26 (1,022,797) (2) 23,175,494 38 $ 60,642,487 100		2019
				Amount % $ 15,879,242 26 1,941,208 3 7,124,123 12 - - 224,736 - 195,226 - 107,888 - 236,807 1 561,531 1 218,067 - 26,488,828 43 2,544,561 4 192,182 - 2,913,190 5 27,933,249 45 58,799 - 11,703 - 1,265,124 2 125,303 - 726,038 1 35,770,149 57 $ 62,258,977 100 $ 6,500,000 11 3,205,321 5 189,635 - 188,561 - 1,000,195 2 105,919 - 3,387,593 6 200,521 - 14,777,745 24 20,151,636 33 174,185 - 142,330 - 168,522 - 20,636,673 33 35,414,418 57 8,450,557 14 115,152 - 6,693,492 11 9,669,918 15 16,363,410 26 1,915,440 3 26,844,559 43 $ 62,258,977 100

134

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

135

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (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 (Notes 8 and 25) Financial assets at fair value through other comprehensive income (Notes 9 and 26) Financial assets at amortized cost (Note 26) Contract assets (Note 19) Trade receivables from unrelated parties (Note 10) Trade receivables from related parties (Notes 10 and 25) Other receivables (Note 25) Fuel inventory Other current assets (Note 25) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 9) Financial assets at amortized cost Investments accounted for using the equity method (Note 12) Property, plant and equipment (Notes 13, 26 and 27) Intangible assets Deferred tax assets (Note 21) Prepayments for equipment (Note 13) Refundable deposits (Notes 25 and 26) Long-term receivables from related parties (Note 25) 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 (Notes 8 and 26) Trade payables (Note 25) Other payables (Note 16) Current tax liabilities (Note 21) Current portion of long-term borrowings (Notes 15 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 Net defined benefit liabilities (Note 17) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 18) Common share capital Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2020 Amount % $ 468,844 22 57,254 3 240,507 11 5,536 - 6,063 - 11,549 1 3,274 - 3,799 - 13,998 1 5,668 - 816,492 38 80,192 4 20,832 1 124,556 6 1,022,273 48 1,652 - 284 - 34,637 2 2,289 - 26,094 1 1,312,809 62 $ 2,129,301 100 $ 198,139 9 259,714 12 10,811 1 5,240 - 28,496 1 1,663 - 134,157 6 7,495 1 645,715 30 654,802 31 6,056 1 3,938 - 5,044 - 669,840 32 1,315,555 62 296,719 14 4,044 - 241,453 11 307,444 15 548,897 26 (35,914) (2) 813,746 38 $ 2,129,301 100		2019
				Amount % $ 529,661 26 64,750 3 237,629 12 - - 7,496 - 6,512 - 3,599 - 7,899 1 18,730 1 7,275 - 883,551 43 84,875 4 6,410 - 97,171 5 931,729 45 1,961 - 390 - 42,199 2 4,180 - 24,217 1 1,193,132 57 $ 2,076,683 100 $ 216,811 11 106,915 5 6,325 - 6,289 - 33,363 2 3,533 - 112,995 6 6,689 - 492,920 24 672,169 33 5,810 - 4,748 - 5,621 - 688,348 33 1,181,268 57 281,873 14 3,841 - 223,265 11 322,546 15 545,811 26 63,890 3 895,415 43 $ 2,076,683 100

136

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

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Freight revenue (Notes 19 and 25) Other operating revenue (Note 20) Total operating revenue OPERATING COSTS Freight cost (Notes 20 and 25) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 25) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Finance costs (Note 20) Share of the profit or loss of associates and joint ventures (Note 12) Interest income Dividend income (Loss) gain on disposal of property, plant and equipment Net gain on sale of investments Net (loss) gain on foreign currency exchange (Note 29) Net gain on financial assets and liabilities at fair value through profit or loss Other losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 21) NET PROFIT FOR THE YEAR		2020 Amount % $ 8,225,037 97 282,327 3 8,507,364 100 7,571,809 89 935,555 11 426,212 5 509,343 6 82,676 1 (412,050) (5) 158,040 2 270,797 3 216,512 3 (33) - 23,916 - (94,312) (1) 147,805 2 (69,842) (1) 323,509 4 832,852 10 (45,573) - 878,425 10		2019
				Amount % $ 9,822,632 98 245,282 2 10,067,914 100 8,173,206 81 1,894,708 19 438,981 5 1,455,727 14 14,728 - (619,040) (6) 52,749 1 592,935 6 101,715 1 52,395 - 25,019 - 2,760 - 66,910 1 (6,098) - 284,073 3 1,739,800 17 118,105 1 1,621,695 16 (Continued)

138

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE (LOSS) INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 17) Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive 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 other comprehensive loss of associates accounted for using the equity method Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR EARNINGS PER SHARE (Note 22) Basic Diluted		2020 Amount % $ (2,530) - (933,914) (11) 24,230 1 (1,949,464) (23) (80,035) (1) (2,941,713) (34) $ (2,063,288) (24) $ 1.04 $ 1.04		2019
				Amount % $ 3,587 - 2,109,054 21 24,599 - (981,092) (10) (37,329) - 1,118,819 11 $ 2,740,514 27 $ 1.92 $ 1.92

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

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of U.S. Dollars, Except Earnings Per Share, Note 6)

OPERATING REVENUE Freight revenue (Notes 19 and 25) Other operating revenue (Note 20) Total operating revenue OPERATING COSTS Freight cost (Notes 20 and 25) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 25) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 25) Finance costs (Note 20) Share of the profit or loss of associates and joint ventures (Note 12) Interest income Dividend income (Loss) gain on disposal of property, plant and equipment Net gain on sale of investments Net (loss) gain on foreign currency exchange (Note 29) Net gain on financial assets and liabilities at fair value through profit or loss Other losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 21) NET PROFIT FOR THE YEAR		2020 Amount % $ 288,800 97 9,913 3 298,713 100 265,864 89 32,849 11 14,964 5 17,885 6 2,903 1 (14,468) (5) 5,549 2 9,508 3 7,602 3 (1) - 840 - (3,311) (1) 5,190 2 (2,453) (1) 11,359 4 29,244 10 (1,600) - 30,844 10		2019
				Amount % $ 327,640 98 8,181 2 335,821 100 272,622 81 63,199 19 14,642 5 48,557 14 490 - (20,648) (6) 1,759 1 19,778 6 3,393 1 1,748 - 835 - 92 - 2,232 1 (204) - 9,475 3 58,032 17 3,939 1 54,093 16 (Continued)

140

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of U.S. Dollars, Except Earnings Per Share, Note 6)

OTHER COMPREHENSIVE (LOSS) INCOME Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 17) Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive 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 other comprehensive loss of associates accounted for using the equity method Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR EARNINGS PER SHARE (Note 22) Basic Diluted		2020 Amount % $ (89) - (32,793) (11) 851 1 (68,450) (23) (2,810) (1) (103,291) (34) $ (72,447) (24) $ 0.04 $ 0.04		2019
				Amount % $ 119 - 70,349 21 821 - (32,725) (10) (1,245) - 37,319 11 $ 91,412 27 $ 0.06 $ 0.06

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

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2019 $ 8,450,557 $ 115,123 Appropriation of 2018 earnings Legal reserve - - Cash dividends distributed by the Company - - Reversal of special reserve - - Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method - 29 Net profit for the year ended December 31, 2019 - - Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2019 - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates - - Changes from investments in associates and joint ventures accounted for using the equity method - - BALANCE AT DECEMBER 31, 2019 8,450,557 115,152 Appropriation of 2019 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 - 14 Net profit for the year ended December 31, 2020 - - Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2020 - - Cash dividends claimed after over prescription by shareholders - (3 ) Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates - - Changes from investments in associates and joint ventures accounted for using the equity method - - BALANCE AT DECEMBER 31, 2020 $ 8,450,557 $ 115,163		Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 6,526,608 $ 2,000,954 $ 7,526,115 166,884 - (166,884 ) - - (1,521,100 ) - (2,000,954 ) 2,000,954 - - - - - 1,621,695 - - 6,685 - - 1,628,380 - - 203,950 - - (1,078 ) - - (419) 6,693,492 - 9,669,918 183,083 - (183,083 ) - - (1,605,606 ) - - - - - 878,425 - - (3,586) - - 874,839 - - - - - 110 - - (182) $ 6,876,575 $ - $ 8,755,996	Other Equity	Total $ 1,006,178 - - - - - 1,112,134 1,112,134 (203,950 ) 1,078 - 1,915,440 - - - - (2,938,127) (2,938,127) - (110 ) - $ (1,022,797)	Total Equity $ 25,625,535 - (1,521,100 ) - 29 1,621,695 1,118,819 2,740,514 - - (419) 26,844,559 - (1,605,606 ) 14 878,425 (2,941,713) (2,063,288) (3 ) - (182) $ 23,175,494
			Exchange Differences on Translation of the Financial Statements of Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value through Other Gain (Loss) on Foreign Operations Comprehensive Income Hedging Instruments Gain on Property Revaluation $ (1,312,549 ) $ 2,318,592 $ 2 $ 133 - - - - - - - - - - - - - - - - - - - - (1,018,421) 2,130,555 - - (1,018,421) 2,130,555 - - - (203,950 ) - - - 1,078 - - - - - - (2,330,970 ) 4,246,275 2 133 - - - - - - - - - - - - - - - - (2,029,498) (908,640) (1) 12 (2,029,498) (908,640) (1) 12 - - - - - (110 ) - - - - - - $ (4,360,468) $ 3,337,525 $ 1 $ 145

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

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of U.S. Dollars, Note 6)

Common Share Capital Capital Surplus BALANCE AT JANUARY 1, 2019 $ 275,128 $ 3,748 Appropriation of 2018 earnings Legal reserve - - Cash dividends distributed by the Company - - Reversal of special reserve - - Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method - 1 Net profit for the year ended December 31, 2019 - - Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2019 - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates - - Changes from investments in associates and joint ventures accounted for using the equity method - - Changes in translation adjustments 6,745 92 BALANCE AT DECEMBER 31, 2019 281,873 3,841 Appropriation of 2019 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 - - Net profit for the year ended December 31, 2020 - - Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2020 - - Cash dividends claimed after over prescription by shareholders - - Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates - - Changes from investments in associates and joint ventures accounted for using the equity method - - Changes in translation adjustments 14,846 203 BALANCE AT DECEMBER 31, 2020 $ 296,719 $ 4,044	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 212,489 $ 65,146 $ 245,031 5,567 - (5,567 ) - - (50,737 ) - (66,743 ) 66,743 - - - - - 54,093 - - 223 - - 54,316 - - 6,803 - - (36 ) - - (14) 5,209 1,597 6,007 223,265 - 322,546 6,428 - (6,428 ) - - (56,377 ) - - - - - 30,844 - - (126) - - 30,718 - - - - - 4 - - (6 ) 11,760 - 16,987 $ 241,453 $ - $ 307,444	Other Equity	Total Total Equity $ 32,758 $ 834,300 - - - (50,737 ) - - - 1 - 54,093 37,096 37,319 37,096 91,412 (6,803 ) - 36 - - (14) 803 20,453 63,890 895,415 - - - (56,377 ) - - - 30,844 (103,165) (103,291) (103,165) (72,447) - - (4 ) - - (6 ) 3,365 47,161 $ (35,914) $ 813,746
		Exchange Differences on Translation of the Financial Statements of Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value through Other Gain (Loss) on Foreign Operations Comprehensive Income Hedging Instruments Gain on Property Revaluation $ (42,733 ) $ 75,487 $ - $ 4 - - - - - - - - - - - - - - - - - - - - (33,970) 71,066 - - (33,970) 71,066 - - - (6,803 ) - - - 36 - - - - - - (1,048) 1,851 - - (77,751 ) 141,637 - 4 - - - - - - - - - - - - - - - - (71,260) (31,905) - - (71,260) (31,905) - - - - - - - (4 ) - - - - - - (4,095) 7,459 - 1 $ (153,106) $ 117,187 $ - $ 5

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

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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 of associates and joint ventures Loss (gain) on disposal of property, plant and equipment Net loss (gain) on foreign currency exchange Others Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets 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 financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Acquisition of associates accounted for using the equity method	2020 $ 832,852 2,363,807 16,224 - (147,778) 412,050 (270,797) (498,866) (158,040) 33 84,143 (23,916) 455,884 52,069 (119,012) (6,161) 162,860 56,656 (39,348) (172,182) 12,971 (27,409) 2,986,040 405,561 498,866 (431,064) (11,114) 3,448,289 (413,326) - (589,727) (599,793)	2019 $ 1,739,800 2,399,876 11,437 (90) (66,910) 619,040 (592,935) (346,997) (52,749) (52,395) (54,393) (25,019) 914,967 (35,384) 134,129 41,993 (151,217) 14,750 83,623 (207,972) (15,448) (26,530) 4,331,576 499,964 346,997 (628,720) (31,434) 4,518,383 (10,000) 284,269 (192,182) (123,648)

144

Purchase of property, plant and equipment	(3,563,048)	(1,387,811)
Proceeds from disposal of property, plant and equipment	-	422,251
Decrease (increase) in refundable deposits	59,731	(17,411)
		(Continued)

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

(Increase) decrease in financing provided - related parties Payments for intangible assets Increase in prepayments for equipment Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Proceeds from (repayments of) short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid to owners of the Company Net cash generated from (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	2020 $ (54,334) - (1,209,534) 24,748 (6,345,283) (857,000) 4,193,935 6,446,225 (7,076,579) (1,605,609) 1,100,972 (730,532) (2,526,554) 15,879,242 $ 13,352,688	2019 $ 57,496 (4,574) (610,951) 74,564 (1,507,997) (115,000) (1,544,000) 7,795,975 (8,048,265) (1,521,100) (3,432,390) (383,670) (805,674) 16,684,916 $ 15,879,242

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

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of U.S. Dollars, Note 6)

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 of associates and joint ventures Loss (gain) on disposal of property, plant and equipment Net loss (gain) on foreign currency exchange Others Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Contract assets 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 financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Acquisition of associates accounted for using the equity method	2020 $ 29,244 82,999 570 - (5,189) 14,468 (9,508) (17,516) (5,549) 1 2,954 (840) 16,007 1,828 (4,179) (216) 5,718 1,989 (1,382) (6,046) 455 (962) 104,846 14,240 17,516 (15,136) (390) 121,076 (14,513) - (20,707) (21,060)	2019 $ 58,032 80,049 381 (3) (2,232) 20,648 (19,778) (11,574) (1,759) (1,748) (1,814) (835) 30,519 (1,180) 4,474 1,401 (5,044) 492 2,789 (6,937) (515) (885) 144,481 16,677 11,574 (20,971) (1,048) 150,713 (334) 9,482 (6,410) (4,124)

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Purchase of property, plant and equipment	(125,107)	(46,291)
Proceeds from disposal of property, plant and equipment	-	14,085
Decrease (Increase) in refundable deposits	2,097	(581)
		(Continued)

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U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of U.S. Dollars, Note 6)

(Increase) decrease in financing provided - related parties Payments for intangible assets Increase in prepayments for equipment Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Proceeds from (repayments of) short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Dividends paid to owners of the Company Net cash generated from (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	2020 $ (1,908) - (42,470) 869 (222,799) (30,091) 147,259 226,342 (248,475) (56,377) 38,658 2,248 (60,817) 529,661 $ 468,844	2019 $ 1,918 (153) (20,379) 2,487 (50,300) (3,836) (51,501) 260,039 (268,454) (50,737) (114,489) 520 (13,556) 543,217 $ 529,661

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars and U.S. Dollars, Unless Stated Otherwise)

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

1. GENERAL INFORMATION

U-Ming Marine Transport Corporation (the “Company”) was incorporated in the Republic of China (ROC) in August 1968. The Company and its subsidiaries (collectively referred to as the “Group”) not only own and manage ships that transport dry bulk cargoes, specializing in cement, coal, iron ore and grain. The Company’s shares have been listed on the Taiwan Stock Exchange since December 8, 1990. The consolidated financial statements of the Group are presented in the Company’s financial currency, the New Taiwan dollars and translated to U.S. dollars on the basis stated in Note 6 for the convenience of readers.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 9, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies.

b. The IFRSs endorsed by the FSC for application starting from 2021

New IFRSs Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19 - Related Rent Concessions”	Effective Date Announced by IASB
	Effective immediately upon promulgation by the IASB January 1, 2021 June 1, 2020

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of above standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

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c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual
Framework”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IAS 1 “Classification of Liabilities as Current
or Non-current”

Amendments to IAS 16 “Property, Plant and Equipment -
Proceeds before Intended Use”

Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling
a Contract”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Effective Date
Announced by IASB (Note
1)

January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
3) Level 3 inputs are unobservable inputs for the asset or liability.
c. Classification of current and non-current assets and liabilities

Current assets include:

1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

1) Liabilities held primarily for the purpose of trading;
2) Liabilities due to be settled within 12 months after the reporting period; and
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries). When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon

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consolidation.

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Refer to Note 11 and Tables 8 and 9 for the detailed information of subsidiaries (including the percentage of ownership and main business).

e. Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction and are not retranslated subsequently.

For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the group entities (including subsidiaries and associates in other countries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollars, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

f. Fuel inventory

Fuel inventory is the stock of fuel, which is stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The replacement cost is used to determine the net realizable value, as fuel inventory is for operations instead of sales. Inventories are recorded at the weighted-average cost on the balance sheet date.

g. Investments in associates

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Group uses the equity method to account for its investments in associates. Under the equity method, investments in associates are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of those associates. The Group also recognizes the changes in the Group’s share of the equity of associates.

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When the Group subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses, if any. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities.

When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’ consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

h. Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Depreciation of property, plant and equipment is recognized on a straight-line basis. Depreciation of miscellaneous equipment is recognized on a fixed-percentage-of-declining-balance basis and each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effects of any changes in estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

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i. Intangible assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

j. Impairment of tangible and intangible assets

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the coverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

k. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss (FVTPL) are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

a) Measurement category

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and equity instruments at FVTOCI.

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i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such a financial assets are mandatorily classified as at FVTPL, including investments in equity instruments which are not designated as at FVTOCI.

Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 24.

ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost, other receivables, refundable deposits and long-term receivables, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for:

i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of the financial asset; and
ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

i) Significant financial difficulty of the issuer or the borrower;
ii) Breach of contract, such as a default;
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits and commercial paper investments with original maturities, which are short-term and highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

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iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

b) Impairment of financial assets and contract assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost and contract assets.

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):

i. Internal or external information show that the debtor is unlikely to pay its creditors.
ii. When a financial asset is more than 365 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

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On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Financial liabilities

a) Subsequent measurement

Except financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities are classified as at FVTPL when the financial liabilities are held for trading, and are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 24.

b) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

l. Hedge accounting

Investee companies of an associate of the Group designates certain hedging instruments, which include derivatives, embedded derivatives and non-derivatives in respect of foreign currency risk, as cash flow hedges.

The effective portion of gains and losses on derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.

The associated gains or losses that were recognized in other comprehensive income are reclassified from equity to profit or loss as a reclassification adjustment in the line item relating to the hedged item in the same period when the hedged item affects profit or loss. If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated gains and losses that were recognized in other comprehensive income are removed from equity and are included in the initial cost of the non-financial asset or non-financial liability.

The investee company discontinues hedge accounting only when the hedging relationship ceases to meet the qualifying criteria; for instance, when the hedging instrument expires or is sold, terminated or exercised. The cumulative gain or loss on the hedging instrument that was previously recognized in other comprehensive income (from the period in which the hedge was effective) remains separately in equity until the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the gains or losses accumulated in equity are recognized immediately in profit or loss.

m. Provisions

Provisions are measured at the best estimate of the discounted cash flow of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

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Onerous contracts are those in which the Group’s unavoidable costs of meeting the contractual obligations exceed the economic benefits expected to be received from the contract. The present obligations arising under onerous contracts are recognized and measured as provisions.

n. Revenue recognition

Revenue from the rendering of services

The Group identifies contracts with customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

Revenue from rendering of services comes from the freight received from goods shipping and vessel chartering, and revenue from vessel management.

As the Group provides goods shipping, vessel chartering and vessel management services, the customer simultaneously receives and consumes the benefits provided by the Group’s performance. Consequently, the related revenue is recognized when services are rendered. The Group measures the progress of each voyage by the proportion of days sailed to the expected total voyage period. Payment for transportation services is not due from the customer until a certain period after the goods have completed loading and, therefore, a contract asset is recognized over the period in which the transportation services are performed. The contract asset is reclassified to trade receivables when billed. Vessel chartering and management revenue are recognized by reference to the stage of completion of the contract, which is the proportion of the time of services rendered to the total contract period.

o. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

As lessee, the Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms

p. Borrowing costs

Borrowing costs directly attributable to an acquisition or construction of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

q. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

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2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost), and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and

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reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Critical Accounting Judgements

Revenue recognition

The Group assesses that its performance obligations are satisfied over time based on the conditions in the contract and related regulations. Freight revenue is recognized by reference to the stage of completion of the contract, which is the proportion of the actual days sailed to the expected total voyage duration agreed in the contract. If the actual voyage duration differs from that stated in the contract, the amount of revenue recognized might be affected. Management believes that the best estimate has been used to assess the stage of completion of contracts.

6. TRANSLATION INTO U.S. DOLLARS

The consolidated financial statements are originally stated in New Taiwan dollars. The translations of New Taiwan dollars into U.S. dollars are included solely for the convenience of the reader, using the exchange rate of NT$28.48 to US$1.00 and NT$29.98 to US$1.00 published by the Bank of Taiwan as of December 31, 2020 and 2019, respectively. The convenience translations should not be construed as representations that the New Taiwan dollar amounts have been, could have been or could in the future be, converted into U.S. dollars at these rates or any other exchange

163 -

rate.

164

7. CASH AND CASH EQUIVALENTS

December 31 2020 2019 NT$ US$ (Note 6) NT$ US$ (Note 6) Cash on hand $ 473 $ 17 $ 263 $ 9 Checking accounts and demand deposits 582,427 20,450 472,713 15,768 Cash equivalents Time deposits 12,769,788 448,377 15,386,292 513,218 Commercial papers - - 19,974 666 $ 13,352,688 $ 468,844 $ 15,879,242 $ 529,661 The market rate intervals of time deposits at the end of the reporting period were as follows: December 31 2020 2019 Time deposits 0.40%-2.21% 1.05%-3.63%		December 31	December 31	December 31	December 31
					2019
			2020 2019 0.40%-2.21% 1.05%-3.63%

8. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets mandatorily classified as at FVTPL Derivative financial assets (not under hedge accounting) Cross-currency swap contracts (a) Interest rate swap contracts (b) Non-derivative financial assets Beneficiary certificates - open- end funds Domestic listed shares Financial liabilities held for trading Derivative financial liabilities (not under hedge accounting) Cross-currency swap contracts (a)		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 41,921 $ 1,472 - - 1,557,353 54,682 31,318 1,100 $ 1,630,592 $ 57,254 $ 15,336 $ 538		2019
				NT$ US$ (Note 6) $ 6,309 $ 210 8,245 275 1,926,654 64,265 - - $ 1,941,208 $ 64,750 $ 59,992 $ 2,001

165 -

Interest rate swap contracts (b) Financial liabilities at FVTPL - current	292,561 $ 307,897	10,273 $ 10,811	129,643 $ 189,635	4,324
				$ 6,325

166

a. At the end of the reporting period, outstanding cross-currency swap contracts not under hedge accounting were as follows:

Contract Amount		Range of Interest	Range of Interest
(In Thousands)	Maturity Date	Rates Paid	Rates Received
December 31, 2020
USD7,475/AUD9,005	2022.03.21	3-month LIBOR	3-month AUD BBR-BBSW
		plus 1%:1.24%	plus 1%:1.01%
USD11,900/AUD17,322	2024.01.22	3-month LIBOR	3-month AUD BBR-BBSW
		plus	plus 1.05%:1.13%
		1.05%:1.27%
December 31, 2019
USD12,458/AUD15,009	2022.03.21	3-month LIBOR	3-month AUD BBR-BBSW
		plus 1%:2.91%	plus 1%:1.91%
USD15,300/AUD22,271	2024.01.22	3-month LIBOR	3-month AUD BBR-BBSW
		plus	plus 1.05%:1.95%
		1.05%:3.02%

The Group entered into cross-currency swap contracts to manage exposures to exchange rate and interest rate fluctuations of U.S. dollar and Australian dollar denominated loans. The Group did not apply hedge accounting.

b. At the end of the reporting period, outstanding interest rate swap contracts were as follows:

Contract Amount		Range of
(In Thousands)		Interest Rates	Range of Interest Rates
	Maturity Date	Paid	Received
December 31, 2020
USD3,780	2022.07.20	1.36%	3-month LIBOR: 0.2184%
USD3,640	2022.09.20	1.43%	3-month LIBOR: 0.2386%
USD6,475	2022.10.25	1.18%	3-month LIBOR: 0.2148%
USD8,269	2023.04.22	1.27%	3-month LIBOR: 0.2158%
USD4,725	2023.06.05	1.90%	3-month LIBOR: 0.2320%
USD5,670	2023.08.30	1.85%	3-month LIBOR: 0.2244%
USD11,550	2023.10.30	1.89%	3-month LIBOR: 0.2144%
USD14,578	2024.01.16	1.68%	3-month LIBOR: 0.2241%
USD50,295	2027.08.25	2.865%	3-month LIBOR: 0.2065%
USD50,295	2028.01.10	2.875%	3-month LIBOR: Not effective
			yet
USD1,291	2021.03.19	1.115%	3-month LIBOR: 0.2386%
December 31, 2019
USD5,670	2022.07.20	1.36%	3-month LIBOR: 1.9659%
USD5,460	2022.09.20	1.43%	3-month LIBOR: 1.9080%

167 -

USD9,713	2022.10.25	1.18%	3-month LIBOR:	1.9396%
USD11,576	2023.04.22	1.27%	3-month LIBOR:	1.9533%
USD6,615	2023.06.05	1.90%	3-month LIBOR:	1.9055%
USD7,560	2023.08.30	1.85%	3-month LIBOR:	1.9138%
USD15,400	2023.10.30	1.89%	3-month LIBOR:	1.9355%
USD18,743	2024.01.16	1.68%	3-month LIBOR:	2.0009%
USD50,295	2027.06.30	2.865%	3-month LIBOR:	Not effective
			yet
USD50,295	2027.09.30	2.875%	3-month LIBOR:	Not effective
			yet
USD3,872	2021.03.19	1.115%	3-month LIBOR:	1.9080%

The Group entered into interest rate swap contracts to exchange floating interest rate with fixed interest rate to manage the risk of interest rate fluctuations from the outstanding loans. The Group did not apply hedge accounting.

9. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Equity Instruments Current Domestic listed shares Foreign listed shares Non-current Domestic unlisted shares		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 6,404,490 $ 224,877 445,135 15,630 $ 6,849,625 $ 240,507 $ 2,283,860 $ 80,192		2019
				NT$ US$ (Note 6) $ 6,402,641 $ 213,564 721,482 24,065 $ 7,124,123 $ 237,629 $ 2,544,561 $ 84,875

These investments in equity instruments are not held for trading. Instead, they are held for medium to longterm strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

Refer to Table 3 for detailed information relating to the Group’s investments.

Refer to Note 26 for information relating to investments in equity instruments at FVTOCI pledged as security.

10. TRADE RECEIVABLES

		December	31
	2020			2019
NT$		US$ (Note	NT$		US$ (Note

168

At amortized cost Non-related parties Less: Allowance for impairment loss Related parties	$ 329,468 (561) $ 328,907 $ 93,248	6) $ 11,569 (20) $ 11,549 $ 3,274	$ 195,816 (590) $ 195,226 $ 107,888	6) $ 6,532 (20) $ 6,512 $ 3,599

The Group receives freight charges that amount to 90% to 95% of the total contract price within 3 to 8 days from completion of loading, and settles demurrage with customer upon completion of each voyage period. The outstanding period of demurrage depends on progress of settlement, normally longer than the outstanding period of freight charge.

169 -

The Group uses publicly available financial information or its own trading records to continuously assess the credit ratings of its counterparties, and credit exposure is controlled through credit limits of counterparties. In addition, the Group reviews the recoverable amount of each individual trade receivable at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation, or when the trade receivables are over 365 days past due, whichever occurs earlier. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Group’s provision matrix.

December 31, 2020

New Taiwan dollars

Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost U.S. dollars (Note 6) Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost December 31, 2019 New Taiwan dollars Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost	0 to 30 Days $ 270,139 - $ 270,139 0 to 30 Days $ 9,485 - $ 9,485 0 to 30 Days $ 231,219 - $ 231,219	31 to 90 Days $ 114,499 - $ 114,499 31 to 90 Days $ 4,020 - $ 4,020 31 to 90 Days $ 46,722 - $ 46,722	91 to 180 Days $ 7,881 - $ 7,881 91 to 180 Days $ 277 - $ 277 91 to 180 Days $ 21,273 - $ 21,273	181 to 365 Days $ 17,850 - $ 17,850 181 to 365 Days $ 627 - $ 627 181 to 365 Days $ 911 - $ 911	Over 365 Days $ 12,347 (561) $ 11,786 Over 365 Days $ 434 (20) $ 414 Over 365 Days $ 3,579 (590) $ 2,989	Total $ 422,716 (561) $ 422,155 Total $ 14,843 (20) $ 14,823 Total $ 303,704 (590) $ 303,114

170

U.S. dollars (Note 6)

Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost	0 to 30 Days $ 7,712 - $ 7,712	31 to 90 Days $ 1,558 - $ 1,558	91 to 180 Days 181 to 365 Days $ 710 $ 31 - - $ 710 $ 31	Over 365 Days $ 120 (20) $ 100	Total $ 10,131 (20) $ 10,111

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1 Less: Impairment losses reversed Foreign exchange losses Balance at December 31		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 590 $ 20 - - (29) - $ 561 $ 20		2019
				NT$ US$ (Note 6) $ 694 $ 23 (90) (3) (14) - $ 590 $ 20

11. SUBSIDIARIES

a. Subsidiaries included in the consolidated financial statements

Nature of
Investor
Subsidiary
Business
The Company
U-Ming Marine Transport (Singapore) Private Limited (U-
Ming Singapore)
Transport
U-Ming Marine Transport (Hong Kong) Ltd. (U-Ming
Hong Kong)
Transport
Yue-Li Investment Corporation (Yue-Li)
Investment
Yue-Tung Investment Corporation (Yue-Tung)
Investment
U-Ming Singapore
Falcon Investment Private Limited (Falcon)
Investment
Eagle Investment Private Limited (Eagle)
Transport
Yue-Li Investment Corporation (Yue-Li)
Investment
Yue-Tung Investment Corporation (Yue-Tung)
Investment
U-Ming Hong Kong Overseas Shipping Pte. Ltd. (OSPL)
Transport
U-Ming Marine (Xiamen) International Ship Management
Co., Ltd. (U-Ming Xiamen)
Ship service

% of Ownership

December 31
2020
2019
Remark
100
100
-
100
100
-
68
68
-
74
74
-
100
100
-
100
100
-
32
32
-
26
26
-
100
100
-
100
100
-

b. Subsidiaries excluded from the consolidated financial statements: None.

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Associates that are not individually material		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 3,547,354 $ 124,556		2019
				NT$ US$ (Note 6) $ 2,913,190 $ 97,171

171 -

Aggregate information of associates that are not individually material:

The Group’s share of: Profit Other comprehensive loss Total comprehensive income for the year		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 NT$ US$ (Note 6) $ 140,659 $ 4,939 (53,831) (1,890) $ 86,828 $ 3,049		2019
				NT$ US$ (Note 6) $ 61,547 $ 2,053 (12,730) (425) $ 48,817 $ 1,628

The Group’s equities in certain associates were less than 20%, but the equity method was used because of the Group’s significant influence on them. The Group holds 50% of the issued share capital of some associates, but classified them as the Group’s associates because the Group neither participated in operations nor had control over them.

The Group’s share of losses of an associate is limited to its interest in that associate which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate.

The Group and other companies jointly invested in and established Drive Catalyst SPC SP Tranche Three in 2019.

Except for Opas Fund Segregated Portfolio Company, investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements that have not been audited. Management believes there is no material impact on the equity method of accounting or the calculation of the share of profit or loss and other comprehensive income, from the financial statements that have not been audited.

13. PROPERTY, PLANT AND EQUIPMENT

New Taiwan dollars

Cost Balance at January 1, 2019 Additions Disposals Reclassified from prepayments for equipment Derecognition by replacement Effect of foreign currency exchange differences Balance at December 31,	Land Transportatio n Miscellaneous $ 1,092 $ 42,831,589 $ 78,332 - 1,384,605 3,206 - (1,381,897) (448) - 25,201 6,673 - (230,183) - - (947,089) (1,213) $ 1,092 $ 41,682,226 $ 86,550	Total $ 42,911,013 1,387,811 (1,382,345) 31,874 (230,183) (948,302) $ 41,769,868

172

2019

Transportatio Land n Miscellaneous Total

(Continued)

173 -

Accumulated depreciation and impairment Balance at January 1, 2019 Depreciation Disposals Derecognition by replacement Effect of foreign currency exchange differences Balance at December 31, 2019 Carrying amounts at December 31, 2019 Cost Balance at January 1, 2020 Additions Disposals Reclassified from prepayments for equipment Derecognition by replacement Effect of foreign currency exchange differences Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation Disposals Derecognition by replacement Effect of foreign currency exchange differences Balance at December 31,	Land Transportatio n Miscellaneous $ - $ 12,921,555 $ 50,117 - 2,390,871 9,005 - (1,012,063) (426) - (230,183) - - (291,754) (503) $ - $ 13,778,426 $ 58,193 $ 1,092 $ 27,903,800 $ 28,357 $ 1,092 $ 41,682,226 $ 86,550 - 3,562,392 656 - - (18,186) - 1,356,222 75,493 - (427,280) - - (2,099,311) (791) $ 1,092 $ 44,074,249 $ 143,722 $ - $ 13,778,426 $ 58,193 - 2,333,701 30,106 - - (18,153) - (427,280) - - (649,653) (622) $ - $ 15,035,194 $ 69,524	Total $ 12,971,672 2,399,876 (1,012,489) (230,183) (292,257) $ 13,836,619 $ 27,933,249 $ 41,769,868 3,563,048 (18,186) 1,431,715 (427,280) (2,100,102) $ 44,219,063 $ 13,836,619 2,363,807 (18,153) (427,280) (650,275) $ 15,104,718

174

2020 Carrying amounts at December 31, 2020	Land Transportatio n Miscellaneous $ 1,092 $ 29,039,055 $ 74,198	Total $ 29,114,345 (Concluded)

175 -

U.S. dollars (Note 6)

Cost Balance at January 1, 2019 Additions Disposals Reclassified from prepayments for equipment Derecognition by replacement Effect of foreign currency exchange differences Balance at December 31, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Depreciation Disposals Derecognition by replacement Effect of foreign currency exchange differences Balance at December 31, 2019 Carrying amounts at December 31, 2019 Cost Balance at January 1, 2020 Additions Disposals Reclassified from prepayments for equipment Derecognition by replacement Effect of foreign currency exchange differences	Land Transportatio n Miscellaneous $ 36 $ 1,394,484 $ 2,551 - 46,184 107 - (46,094) (15) - 841 223 - (7,678) - - 2,597 21 $ 36 $ 1,390,334 $ 2,887 $ - $ 420,692 $ 1,632 - 79,749 300 - (33,758) (14) - (7,678) - - 582 23 $ - $ 459,587 $ 1,941 $ 36 $ 930,747 $ 946 $ 36 $ 1,390,334 $ 2,887 - 125,084 23 - - (638) - 47,620 2,651 - (15,003) - 2 (484) 123	Total $ 1,397,071 46,291 (46,109) 1,064 (7,678) 2,618 $ 1,393,257 $ 422,324 80,049 (33,772) (7,678) 605 $ 461,528 $ 931,729 $ 1,393,257 125,107 (638) 50,271 (15,003) (359)

176

Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation Disposals	Land Transportatio n Miscellaneous $ 38 $ 1,547,551 $ 5,046 $ - $ 459,587 $ 1,941 - 81,942 1,057 - - (637)	Total $ 1,552,635 $ 461,528 82,999 (637) (Continued)

177 -

Derecognition by replacement Effect of foreign currency exchange differences Balance at December 31, 2020 Carrying amounts at December 31, 2020	Land Transportatio n Miscellaneous $ - $ (15,003) $ - - 1,395 80 $ - $ 527,921 $ 2,441 $ 38 $ 1,019,630 $ 2,605	Total $ (15,003) 1,475 $ 530,362 $ 1,022,273 (Concluded)

The Group carries out a periodic review of the impairment assessment for the ships used for transportation; after the review, the Group found no material indication of impairment for the years ended December 31, 2020 and 2019.

The transportation equipment are depreciated on a straight-line basis, and the miscellaneous assets are depreciated on a fixed-percentage-on-declining-balance method over their estimated useful lives as follows:

Transportation equipment	1-18	years
Miscellaneous	1-10	years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 26.

The prepayments for equipment are for the transportation carriers under construction, which will be transferred to property, plant and equipment once the construction is completed and the carriers are ready to provide service. The carrying amounts of prepayments for equipment include capitalized interests related to borrowings, of which the information is as follows:

Capitalized interest Capitalization rate		For the Year Ended	For the Year Ended	December 31
		2020 NT$ US$ (Note 6) $ 593 $ 21 1.17%-1.18%		2019
				NT$ US$ (Note 6) $ 7,571 $ 253 3.53%-3.81%

14. LEASE ARRANGEMENTS

The Group leases certain business office and office equipment which qualify as short-term leases and as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

December 31 2020

2019

178

Expenses relating to short-term leases Expenses relating to low-value asset leases Total cash outflow for leases	NT$ US$ (Note 6) $ 32,549 $ 1,143 $ 193 $ 7 $ 32,742 $ 1,150	NT$ US$ (Note 6) $ 30,896 $ 1,031 $ 2,230 $ 74 $ 33,126 $ 1,105

179 -

15. BORROWINGS

a. Short-term loans

Unsecured borrowings Credit borrowings Interest rate	December 31	December 31	December 31
	2020 NT$ US$ (Note 6) $ 5,643,000 $ 198,139 0.80%-1.12%		2019
			NT$ NT$ $ 6,500,000 $ 216,811 0.90%-0.95%

b. Short-term bills payable (Note 26)

December 31, 2020

Promissory Institution Commercial paper Bank Sinopac Co., Ltd. Chang Hwa Commercial Bank Mega Bills Finance Co., Ltd. Credit Agricole CIB The Shanghai Commercial & Savings Bank, Ltd. International Bills Finance Corporation China Bills Financial Corporation Far Eastern International Bank Co., Ltd Taiwan Finance Corporation December 31, 2019		Nominal Amount NT$ US$ (Note 6) $ 2,500,000 $ 87,781 1,500,000 52,669 820,000 28,792 600,000 21,067 500,000 17,556 460,000 16,153 400,000 14,045 350,000 12,289 270,000 9,480 $ 7,400,000 $ 259,832		Discount Amount NT$ US$ (Note 6) $ (546 ) $ (19) (2,110 ) (75) (118 ) (4) (237 ) (8) (80 ) (3) (71 ) (3) (27 ) (1) (145 ) (5) (19) - $ (3,353) $ (118)		Carrying Value NT$ US$ (Note 6) $ 2,499,454 $ 87,762 1,497,890 52,594 819,882 28,788 599,763 21,059 499,920 17,553 459,929 16,150 399,973 14,044 349,855 12,284 269,981 9,480 $ 7,396,647 $ 259,714	Interest Rate
							0.798% 0.828% 0.828%-0.838% 0.758% 0.838% 0.828% 0.828% 0.758% 0.828%

Promissory Institution Commercial paper Chang Hwa Commercial Bank Mega Bills Finance Co., Ltd. China Bills Financial Corporation The Shanghai Commercial & Savings Bank, Ltd. Taiwan Finance Corporation		Nominal Amount NT$ US$ (Note 6) $ 1,050,000 $ 35,024 756,000 25,217 600,000 20,013 500,000 16,678 300,000 10,006 $ 3,206,000 $ 106,938		Discount Amount NT$ US$ (Note 6) $ (372 ) $ (12) (100 ) (3) (142 ) (5) (26 ) (1) (39) (2) $ (679) $ (23)		Carrying Value NT$ US$ (Note 6) $ 1,049,628 $ 35,012 755,900 25,214 599,858 20,008 499,974 16,677 299,961 10,004 $ 3,205,321 $ 106,915	Interest Rate
							0.970% 0.958%-1.008% 0.958% 0.958% 0.958%

c. Long-term borrowings

Secured bank loans (1) (Note 26) Unsecured bank loans (2)	December 31	December 31	December 31	December 31
	2020 NT$ US$ (Note 6) $ 9,508,854 $ 333,879 12,960,683 455,080		2019
	NT$ $ 9,508,854 12,960,683		NT$ $ 9,107,581 14,431,648	US$ (Note 6) $ 303,789 481,375

180

Less: Current portion Long-term borrowings	22,469,537 3,820,780 $ 18,648,757	788,959 134,157 $ 654,802	23,539,229 3,387,593 $ 20,151,636	785,164 112,995 $ 672,169

1) Secured bank loans are mainly for the purpose of construction of vessels, and are secured by the related vessels under construction as collaterals. The loan period of the borrowings ranges from 3 months to 7 years and with floating interest rate ranges of 0.77%-3.65% and 2.42%-3.65% as of December 31, 2020 and 2019, respectively. The Group entered into interest rate swap contracts to exchange floating interest rate with fixed interest rate to manage the risk of interest rate fluctuations of the above outstanding loans. (Refer to Note 8).
2) Unsecured bank loans are for the purpose of general operations, with loan periods ranging from 1 month to 5 years and with interest rate ranges of 0.63%-1.50% and 0.83%-1.50% as of December 31, 2020 and 2019, respectively.

16. OTHER PAYABLES

Remuneration to directors Material consumption and repairs Salaries and bonuses Fuel Dock repairs Employees’ compensation Port charges Charter freight Interest Others		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 132,088 $ 4,638 107,790 3,785 73,948 2,596 56,228 1,975 52,432 1,841 49,474 1,737 41,653 1,463 35,277 1,239 18,845 662 243,836 8,560 $ 811,571 $ 28,496		2019
				NT$ US$ (Note 6) $ 141,172 $ 4,709 167,958 5,602 90,941 3,033 137,418 4,584 40,639 1,356 58,674 1,957 36,536 1,219 93,252 3,110 35,287 1,177 198,318 6,616 $ 1,000,195 $ 33,363

17. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company, U-Ming Singapore and U-Ming Hong Kong adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in Singapore and Xiamen are members of a statemanaged retirement benefit plan operated by the local government. The subsidiary is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

181 -

182

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 5% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.

The employees of Yue-Li and Yue-Tung are the same as the employees of the Company. Therefore, Yue-Li and Yue-Tung do not have separate pension plan.

The Group operates defined benefit plans for qualified employees of U-Ming Singapore and U-Ming Hong Kong.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities		December 31	December 31	December 31
		2020		2019
		NT$ US$ (Note 6) $ 212,240 $ 7,452 (68,597) (2,408) $ 143,643 $ 5,044		NT$ US$ (Note 6) $ 249,296 $ 8,315 (80,774) (2,694) $ 168,522 $ 5,621

Movements in net defined benefit liabilities were as follows:

New Taiwan dollars

	Present Value
	of the Defined	Fair Value	of	Net Defined
	Benefit	the Plan		Benefit
	Obligation	Assets		Liabilities
Balance at January 1, 2019	$ 269,906	$ (71,267)		$ 198,639
Current service cost	7,914		-	7,914
Net interest expense (income)	2,365	(643)		1,722
Recognized in profit or loss	10,279	(643)		9,636
Remeasurement
Return on plan assets (excluding
amounts included in net interest)	-	(2,693)		(2,693)
Actuarial loss - changes in demographic
assumptions	768		-	768
Actuarial loss - changes in financial	5,407		-	5,407

183 -

assumptions Actuarial gain - experience adjustments Recognized in other comprehensive income	(7,069) (894)	- (2,693)	(7,069) (3,587) (Continued)

184

	Present Value	Present Value
	of the Defined		Fair Value of	Net Defined
	Benefit		the Plan	Benefit
	Obligation		Assets	Liabilities
Contributions from the employer	$	-	$ (21,850)	$ (21,850)
Benefits paid		(28,930)	15,679	(13,251)
Exchange differences on foreign plans		(1,065)	-	(1,065)
Balance at December 31, 2019		249,296	(80,774)	168,522
Current service cost		6,723	-	6,723
Net interest expense (income)		1,554	(519)	1,035
Recognized in profit or loss		8,277	(519)	7,758
Remeasurement
Return on plan assets (excluding
amounts included in net interest)		-	(2,761)	(2,761)
Actuarial loss - changes in demographic
assumptions		1,369	-	1,369
Actuarial loss - changes in financial
assumptions		2,540	-	2,540
Actuarial loss - experience adjustments		1,382	-	1,382
Recognized in other comprehensive
income		5,291	(2,761)	2,530
Contributions from the employer		-	(4,610)	(4,610)
Benefits paid		(49,011)	20,067	(28,944)
Exchange differences on foreign plans		(1,613)	-	(1,613)
Balance at December 31, 2020	$	212,240	$ (68,597)	$ 143,643
				(Concluded)
U.S. dollars (Note 6)
	Present Value
	of the Defined		Fair Value of	Net Defined
	Benefit		the Plan	Benefit
	Obligation		Assets	Liabilities
Balance at January 1, 2019	$	8,787	$ (2,320)	$ 6,467
Current service cost		264	-	264
Net interest expense (income)		79	(21)	58
Recognized in profit or loss		343	(21)	322
Remeasurement
Return on plan assets (excluding
amounts included in net interest)		-	(89)	(89)
Actuarial loss - changes in demographic
assumptions		26	-	26
Actuarial loss - changes in financial
assumptions		180	-	180
Actuarial gain - experience adjustments		(236)	-	(236)
Recognized in other comprehensive
income		(30)	(89)	(119)

185 -

Contributions from the employer Benefits paid Exchange differences on foreign plans Balance at December 31, 2019	- (965) 180 8,315	(729) 523 (58) (2,694)	(729) (442) 122 5,621 (Continued)

186

	Present Value	Present Value
	of the Defined		Fair Value of		Net	Defined
	Benefit		the Plan		Benefit
	Obligation		Assets		Liabilities
Current service cost	$	236	$	-	$	236
Net interest expense (income)		54		(18)		36
Recognized in profit or loss		290		(18)		272
Remeasurement
Return on plan assets (excluding
amounts included in net interest)		-		(97)		(97)
Actuarial loss - changes in demographic
assumptions		48		-		48
Actuarial loss - changes in financial
assumptions		89		-		89
Actuarial loss - experience adjustments		49		-		49
Recognized in other comprehensive
income		186		(97)		89
Contributions from the employer		-		(162)		(162)
Benefits paid		(1,721)		705		(1,016)
Exchange differences on foreign plans		382		(142)		240
Balance at December 31, 2020	$	7,452	$ (2,408)		$	5,044
					(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate Expected rate of salary increase - ship crew Expected rate of salary increase - staff	December 31
	2020 2019 0.500% 0.625% 1.500% 1.500% 3.000% 3.000%

187 -

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate 0.25% increase 0.25% decrease Expected rate of salary increase 0.25% increase 0.25% decrease		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ (5,056) $ (178) $ 5,278 $ 185 $ 4,925 $ 173 $ (4,748) $ (167)		2019
				NT$ US$ (Note 6) $ (5,413) $ (181) $ 5,656 $ 189 $ 5,305 $ 177 $ (5,109) $ (170)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plan for the next year Average duration of the defined benefit obligation		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 4,956 $ 174 12.41 years		2019
				NT$ US$ (Note 6) $ 4,536 $ 151 12.46 years

18. EQUITY

a. Common share capital

December 31 2020 2019 Number of shares authorized (in thousands) 880,000 880,000 Number of shares issued and fully paid (in thousands) 845,056 845,056 December 31 2020 2019 NT$ US$ (Note 6) NT$ US$ (Note 6) Shares authorized $ 8,800,000 $ 308,989 $ 8,800,000 $ 293,529 Shares issued $ 8,450,557 $ 296,719 $ 8,450,557 $ 281,873	December	31
		2019 880,000 845,056
2020 NT$ US$ (Note 6) $ 8,800,000 $ 308,989 $ 8,450,557 $ 296,719	2019
	NT$ US$ (Note 6) $ 8,800,000 $ 293,529 $ 8,450,557 $ 281,873

188

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends or transferred to share capital (Note) Conversion of bonds Excess of merger May only be used to offset a deficit Donations Share of change in capital surplus of associates or joint venture		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 93,474 $ 3,282 5,428 191 16,197 569 64 2 $ 115,163 $ 4,044		2019
				NT$ US$ (Note 6) $ 93,474 $ 3,118 5,428 181 16,200 540 50 2 $ 115,152 $ 3,841

Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus).

The excess of merger recognized from the Company’s acquisition of China Fortune Marine Transport Corporation in 1993 was due to the excess of proceeds over the par value of the new shares issued to acquire China Fortune Marine Transport Corporation.

c. Retained earnings and dividend policy

Under the dividend policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes and offsetting losses of previous years. Providing that there is any remaining profit, 10% of the unappropriated earnings from the net profit after tax for the current period coupled with other items that recognized in retained earning directly for the current period shall be set aside as legal reserve. After setting aside or reversing a special reserve in accordance with the laws and regulations, the Company shall use the remaining profit together with any undistributed retained earnings as the basis for the Company’s board of directors to propose a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders.

Dividends distributed to stockholders are decided after consideration has been given to the business perspective of the Company, the life cycle of various products or service provided, capital requirement in the future and the effect of possible changes of tax laws. Dividends shall be distributed under the objective of maintaining a stable dividend policy. For issue of dividends, except to save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, dividends distributed shall not be lower than 50% of net profit after tax deduction for offset of loses, legal reserve, and special reserve, and the cash dividend shall not be lower than 10% of shareholders’ bonus of that year.

189 -

For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to employees’ compensation and remuneration of directors in Note 20-e.

Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

The appropriations of earnings for 2019 and 2018 which have been approved in the shareholders’ meetings on June 9, 2020 and June 13, 2019, respectively, were as follows:

Legal reserve Special reserve Cash dividends		Appropriation of Earnings 2019 2018 NT$ US$ (Note 6) NT$ US$ (Note 6) $ 183,083 $ 6,428 $ 166,884 $ 5,567 - - (2,000,954) (66,743) 1,605,606 56,377 1,521,100 50,737 $ 1,788,689 $ 62,805 $ (312,970) $ (10,439)	Appropriation of Earnings 2019 2018 NT$ US$ (Note 6) NT$ US$ (Note 6) $ 183,083 $ 6,428 $ 166,884 $ 5,567 - - (2,000,954) (66,743) 1,605,606 56,377 1,521,100 50,737 $ 1,788,689 $ 62,805 $ (312,970) $ (10,439)	Dividend Per Share	Dividend Per Share
		2019 NT$ US$ (Note 6) $ 183,083 $ 6,428 - - 1,605,606 56,377 $ 1,788,689 $ 62,805		2019 NT$ $1.9	2018
					NT$ $1.8

The appropriations of earnings for 2020 which had been proposed by the Company’s board of directors on March 9, 2021, were as follows:

Legal reserve Special reserve Cash dividends		Appropriation of Earnings 2020 NT$ US$ (Note 6) $ 87,477 $ 3,072 1,022,797 35,913 1,014,067 35,606 $ 2,124,341 $ 74,591	Dividend Per Share
			2020
			NT$ $ 1.2

The appropriations of earnings for 2020 are subject to the resolution of the shareholders’ meeting to be held on June 10, 2021.

190

d. Other equity items

New Taiwan dollars

			Unrealized
	Exchange		Valuation
	Differences		Gain (Loss)
	on		on Financial
	Translation		Assets at Fair
	of the		Value
	Financial		through
	Statements	of	Other	Gain (Loss)		Gains	on
	Foreign		Comprehen-	on Hedging		Property
	Operations		sive Income	Instruments		Revaluation
Balance at January 1, 2020	$(2,330,970)		$ 4,246,275	$	2	$	133
Exchange differences on
translation of the financial
statements of foreign
operations	(1,949,464)		-		-		-
Unrealized valuation gain
(loss) on financial assets at
FVTOCI		-	(933,914)		-		-
Share of other
comprehensive gain (loss)
of associates and joint
ventures accounted for
using the equity method	(80,034)		25,274		(1)		12
Disposal of investments in
equity instruments
designated as at FVTOCI
by associates		-	(110)		-		-
Balance at December 31,
2020	$(4,360,468)		$ 3,337,525	$	1	$	145
Balance at January 1, 2019	$(1,312,549)		$ 2,318,592	$	2	$	133
Exchange differences on
translation of the financial
statements of foreign
operations	(981,092)		-		-		-
Unrealized valuation gain
(loss) on financial assets at
FVTOCI		-	2,109,054		-		-
Share of other
comprehensive gain (loss)
of associates and joint
ventures accounted for
using the equity method	(37,329)		21,501		-		-

191 -

			Unrealized
	Exchange		Valuation
	Differences		Gain (Loss)
	on		on Financial
	Translation		Assets at Fair
	of the		Value
	Financial		through
	Statements	of	Other	Gain (Loss)		Gains	on
	Foreign		Comprehen-	on Hedging		Property
	Operations		sive Income	Instruments		Revaluation
Cumulative unrealized gain
(loss) of equity
instruments transferred to
retained earnings due to
disposal		-	(203,950)		-		-
Disposal of investments in
equity instruments
designated as at FVTOCI
by associates		-	1,078		-		-
Balance at December 31,
2019	$(2,330,970)		$ 4,246,275	$	2	$	133
U.S. dollars (Note 6)

		Unrealized
	Exchange	Valuation
	Differences	Gain (Loss)
	on	on Financial
	Translation	Assets at Fair
	of the	Value
	Financial	through
	Statements of	Other	Gain (Loss)		Gains	on
	Foreign	Comprehen-	on Hedging		Property
	Operations	sive Income	Instruments		Revaluation
Balance at January 1, 2020	$ (77,751)	$ 141,637	$	-	$	4
Exchange differences on
translation of the financial
statements of foreign
operations	(68,450)	-		-		-
Unrealized valuation gain
(loss) on financial assets at
FVTOCI	-	(32,792)		-		-
Share of other
comprehensive gain (loss)
of associates and joint
ventures accounted for
using the equity method	(2,810)	887		-		-

192

			Unrealized
	Exchange		Valuation
	Differences		Gain (Loss)
	on		on Financial
	Translation		Assets at Fair
	of the		Value
	Financial		through
	Statements of		Other	Gain (Loss)		Gains	on
	Foreign		Comprehen-	on Hedging		Property
	Operations		sive Income	Instruments		Revaluation
Disposal of investments in
equity instruments
designated as at FVTOCI
by associates		-	(4)		-		-
Changes in translation
adjustments	(4,095)		7,459		-		1
Balance at December 31,
2020	$(153,106)		$ 117,187	$	-	$	5
Balance at January 1, 2019	$ (42,733)		$ 75,487	$	-	$	4
Exchange differences on
translation of the financial
statements of foreign
operations	(32,725)		-		-		-
Unrealized valuation gain
(loss) on financial assets at
FVTOCI		-	70,349		-		-
Share of other
comprehensive gain (loss)
of associates and joint
ventures accounted for
using the equity method	(1,245)		717		-		-
Cumulative unrealized gain
(loss) of equity
instruments transferred to
retained earnings due to
disposal		-	(6,803)		-		-
Disposal of investments in
equity instruments
designated as at FVTOCI
by associates		-	36		-		-
Changes in translation
adjustments	(1,048)		1,851		-		-
Balance at December 31,
2019	$ (77,751)		$ 141,637	$	-	$	4

19. REVENUE

193 -

a. Disaggregation of revenue

Transportation Vessel management Others		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 NT$ US$ (Note 6) $ 8,061,762 $ 283,067 113,388 3,981 49,887 1,752 $ 8,225,037 $ 288,800		2019
		NT$ $ 8,061,762 113,388 49,887 $ 8,225,037		NT$ $ 9,627,178 161,475 33,979 $ 9,822,632	US$ (Note 6) $ 321,120 5,386 1,134 $ 327,640

Refer to Note 4 for information relating to the relevant accounting policies.

b. Contract balances

Contract assets - transportation services		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 172,667 $ 6,063		2019
				NT$ US$ (Note 6) $ 224,736 $ 7,496

The Group provides for expected credit losses prescribed, which permits the use of a lifetime expected loss provision for the contract assets. The contract assets will be transferred to trade receivables when the corresponding invoice is billed to the client, and the contract assets have substantially the same risk characteristics as the trade receivables for the same types of contracts. Therefore, the Group concluded that the expected loss rates for trade receivables can be applied to the contract assets. No impairment losses of contract assets were recognized in 2020 and 2019, respectively.

The changes in the balance of contract assets and contract liabilities primarily result from the timing difference between the Group’s satisfaction of performance obligations and the respective customer’s payment. As of December 31, 2020 and December 31, 2019, the balance of contract liabilities were not material.

194

20. NET PROFIT

a. Other operating revenue

Since the businesses of the Company and its subsidiaries differ, the operating income in their individual financial statements also differs. Thus, the net operating income of Yue-Li, Yue-Tung and Falcon presented as other operating revenue in the consolidated comprehensive income statements was as follows:

Revenue from disposal of investments Less: Cost of disposal of investments Loss on disposal of investments Dividend income Finance costs Interest on bank loans/commercial papers		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 2019 NT$ US$ (Note 6) NT$ US$ (Note 6) $ 2,782 $ 98 $ - $ - (2,809) (99) - - (27) (1) - - 282,354 9,914 245,282 8,181 $ 282,327 $ 9,913 $ 245,282 $ 8,181 For the Year Ended December 31		2019

		2020 NT$ US$ (Note 6) $ 412,050 $ 14,468		2019
				NT$ US$ (Note 6) $ 619,040 $ 20,648

b. Finance costs
c. Depreciation and amortization

An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating expenses		For	the Year Ended December 31	the Year Ended December 31	the Year Ended December 31
		2020	US$ (Note 6) $ 81,942 1,057 $ 82,999 $ 570		2019
		NT$ $ 2,333,701 30,106 $ 2,363,807 $ 16,224			NT$ $ 2,390,871 9,005 $ 2,399,876 $ 11,437	US$ (Note 6) $ 79,749 300 $ 80,049 $ 381

195 -

d. Employee benefits expense

Short-term benefits Salary expenses Insurance expenses Post-employment benefits (Note 17) Defined contribution plans Defined benefit plans Other employee benefits Total employee benefits expense An analysis by function Operating costs Operating expenses		For	the Year Ended December 31	the Year Ended December 31	the Year Ended December 31
		2020	US$ (Note 6) $ 40,172 840 41,012 818 272 1,090 3,225 $ 45,327 $ 37,913 7,414 $ 45,327		2019
		NT$ $ 1,144,096 23,912 1,168,008 23,288 7,758 31,046 91,865 $ 1,290,919 $ 1,079,773 211,146 $ 1,290,919			NT$ $ 1,193,124 27,613 1,220,737 23,359 9,636 32,995 106,301 $ 1,360,033 $ 1,121,321 238,712 $ 1,360,033	US$ (Note 6) $ 39,798 921 40,719 778 322 1,100 3,546 $ 45,365 $ 37,402 7,963 $ 45,365

e. Employees’ compensation and remuneration of directors

The Company accrued employees’ compensation and remuneration of directors at the rates 1% and no higher than 1%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2020 and 2019 which were approved by the Company’s board of directors on March 9, 2021 and March 10, 2020, respectively, were as follows:

	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
	2020 Cash Amount US$ NT$ (Note 6) $ 8,390 $ 295 8,390 295		2019
Accrual Rate 1% 1%		Accrual Rate 1% 1%	Cash Amount
			US$ NT$ (Note 6) $ 17,590 $ 587 17,590 587

If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation and remuneration of directors approved and the amounts recognized in the consolidated financial statements for the years ended December 31, 2019 and 2018.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2021 and 2020 is available at the Market Observation Post

196

System website of the Taiwan Stock Exchange.

197 -

21. INCOME TAXES

a. Major components of income tax (benefit) expense recognized in profit or loss

Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Income tax (benefit) expense recognized in profit or loss		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 NT$ US$ (Note 6) $ 12,221 $ 429 2,254 79 (61,938) (2,174) (47,463) (1,666) 1,890 66 $ (45,573) $ (1,600)		2019
				NT$ US$ (Note 6) $ 15,948 $ 532 105,265 3,511 (12,808) (427) 108,405 3,616 9,700 323 $ 118,105 $ 3,939

A reconciliation of accounting profit and income tax benefit was as follows:

Profit before tax Income tax expense calculated at the statutory rate Non-deductible expenses in determining taxable income Tax-exempt income Deferred tax effect of earnings of subsidiaries Income tax on unappropriated earnings Adjustments for prior years’ tax Unrecognized loss carryforwards Others (adjustments for temporary differences) Income tax (benefit) expense recognized in profit or loss		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 NT$ US$ (Note 6) $ 832,852 $ 29,244 $ 235,236 $ 8,261 1,714 60 (275,025) (9,657) (8,422) (296) 2,254 79 (61,938) (2,175) 60,254 2,116 354 12 $ (45,573) $ (1,600)		2019
				NT$ US$ (Note 6) $ 1,739,800 $ 58,032 $ 401,410 $ 13,389 732 24 (454,951) (15,175) 79,228 2,643 105,265 3,511 (12,808) (427) (779) (26) 8 - $ 118,105 $ 3,939

In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Group only deducts the amount of the unappropriated earnings that has

198

been reinvested in capital expenditure.

In accordance with Rule No. 10904550440 issued by the Ministry of Finance of Taiwan (MOF), the Group used the losses incurred in the first quarter of 2020 to estimate losses for the first six months of 2020 and this amount is deducted from the Group’s unappropriated earnings for 2018. However, for the consolidated financial reporting purpose, income tax expense is reversed to the extent that it is not probable to be repaid subsequently.

In addition, in accordance with Rule No. 10904558730 issued by the MOF, the Group has deducted the amount of dividends distributed in 2020 attributable to the increase in the beginning retained earnings for 2018 as a result of initial adoption of IFRS 9 when calculating the tax on unappropriated earnings for 2018.

As the status of the 2021 appropriation of earnings in the shareholders’ meeting is uncertain, the potential income tax consequences of the 2020 unappropriated earnings are not reliably determinable.

b. Current tax assets and liabilities

Current tax liabilities Income tax payable		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 47,362 $ 1,663		2019
				NT$ US$ (Note 6) $ 105,919 $ 3,533

c. Deferred tax assets and liabilities

For the year ended December 31, 2020

Deferred tax assets Temporary differences Defined benefit plans Financial instruments at fair value through profit or loss Property, plant and equipment Deferred tax liabilities Temporary differences Unappropriated earnings of subsidiaries Unrealized exchange gain		Opening Balance NT$ US$ (Note 6) $ 11,708 $ 390 - - (5) - $ 11,703 $ 390 $ 162,000 $ 5,404 12,185 406 $ 174,185 $ 5,810	Recognized in Profit or Loss	Recognized in Profit or Loss	Changes in Translation Adjustment US$ (Note 6) $ 21 - - $ 21 $ 284 22 $ 306		Closing Balance
				NT$ US$ (Note 6) $ (3,603 ) $ (127 ) - - 1 - $ (3,602) $ (127) $ (2,000 ) $ (70 ) 288 10 $ (1,712) $ (60)			NT$ US$ (Note 6) $ 8,105 $ 284 - - (4) - $ 8,101 $ 284 $ 160,000 $ 5,618 12,473 438 $ 172,473 $ 6,056

For the year ended December 31, 2019

Deferred tax assets Temporary differences Defined benefit plans	Opening Balance NT$ US$ (Note 6) $ 16,784 $ 547	Recognized in Profit or Loss	Changes in Translation Adjustment US$ (Note 6) $ 12	Closing Balance
		NT$ US$ (Note 6) $ (5,076 ) $ (169 )		NT$ US$ (Note 6) $ 11,708 $ 390

199 -

Financial instruments at fair value through profit or loss Property, plant and equipment Deferred tax liabilities Temporary differences Unappropriated earnings of subsidiaries Unrealized exchange gain	1,117 (6) $ 17,895 $ 157,000 13,677 $ 170,677	36 - $ 583 $ 5,112 445 $ 5,557	(1,117 ) 1 $ (6,192) $ 5,000 (1,492) $ 3,508	(37 ) - $ (206) $ 167 (50) $ 117	1 - $ 13 $ 125 11 $ 136	- (5) $ 11,703 $ 162,000 12,185 $ 174,185	- -
							$ 390
							$ 5,404 406
							$ 5,810

200

d. Unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards Expiry in 2019 Expiry in 2021 Expiry in 2030		December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ - $ - 181,599 6,376 90,821 3,189 $ 272,420 $ 9,565		2019
				NT$ US$ (Note 6) $ 480,356 $ 16,023 184,807 6,164 - - $ 665,163 $ 22,187

e. Income tax assessments

The tax returns through 2018 of the Company and subsidiaries have been assessed by the tax authorities.

22. EARNINGS PER SHARE

The earnings and weighted-average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

a. Net profit for the year

Earnings used in the computation of basic and diluted earnings per share		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 NT$ US$ (Note 6) $ 878,425 $ 30,844		2019
				NT$ US$ (Note 6) $ 1,621,695 $ 54,093

b. The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:

Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Employee’s compensation Weighted average number of ordinary shares used in the computation of diluted earnings per share	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 845,056 346 845,402	2019 845,056 637 845,693

If the Group offered to settle the compensation paid to employees in cash or shares, the Group

201 -

assumed that the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

23. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance. The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings, and other equity).

Key management personnel of the Group review the capital structure on a regular basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders, and/or the amount of new debt issued or existing debt redeemed.

The Group is not subject to any externally imposed capital requirements.

24. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments not measured at fair value

Management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.

b. Fair value of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy

December 31, 2020

New Taiwan dollars Financial assets at FVTPL Mutual funds Domestic listed shares Derivative instruments Financial assets at FVTOCI Equity investments Domestic listed shares Domestic unlisted shares Foreign listed shares	Level 1 $ 45,394 31,318 - $ 76,712 $ 6,404,490 - 445,135 $ 6,849,625	Level 2 $ 1,511,959 - 41,921 $ 1,553,880 $ - - - $ -	Level 3 $ - - - $ - $ - 2,283,860 - $ 2,283,860	Total $ 1,557,353 31,318 41,921 $ 1,630,592 $ 6,404,490 2,283,860 445,135 $ 9,133,485

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Financial liabilities at FVTPL Derivative instruments	Level 1 $ -	Level 2 $ 307,897	Level 3 $ -	Total $ 307,897 (Continued)

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U.S. dollars (Note 6) Financial assets at FVTPL Mutual funds Domestic listed shares Derivative instruments Financial assets at FVTOCI Equity investments Domestic listed shares Domestic unlisted shares Foreign listed shares Financial liabilities at FVTPL Derivative instruments December 31, 2019 New Taiwan dollars Financial assets at FVTPL Derivative instruments Mutual funds Financial assets at FVTOCI Equity investments Domestic listed shares Domestic unlisted shares Foreign listed shares Financial liabilities at FVTPL Derivative instruments U.S. dollars (Note 6) Financial assets at FVTPL Derivative instruments Mutual funds	Level 1 $ 1,594 1,100 - $ 2,694 $ 224,877 - 15,630 $ 240,507 $ - Level 1 $ - 41,510 $ 41,510 $ 6,402,641 - 721,482 $ 7,124,123 $ - $ - 1,384 $ 1,384	Level 2 $ 53,088 - 1,472 $ 54,560 $ - - - $ - $ 10,811 Level 2 $ 14,554 1,885,144 $ 1,899,698 $ - - - $ - $ 189,635 $ 485 62,881 $ 63,366	Level 3 $ - - - $ - $ - 80,192 - $ 80,192 $ - Level 3 $ - - $ - $ - 2,544,561 - $ 2,544,561 $ - $ - - $ -	Total $ 54,682 1,100 1,472 $ 57,254 $ 224,877 80,192 15,630 $ 320,699 $ 10,811 (Concluded) Total $ 14,554 1,926,654 $ 1,941,208 $ 6,402,641 2,544,561 721,482 $ 9,668,684 $ 189,635 $ 485 64,265 $ 64,750 (Continued)

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Financial assets at FVTOCI Equity investments Domestic listed shares Domestic unlisted shares Foreign listed shares Financial liabilities at FVTPL Derivative instruments	Level 1 $ 213,564 - 24,065 $ 237,629 $ -	Level 2 $ - - - $ - $ 6,325	Level 3 $ - 84,875 - $ 84,875 $ -	Total $ 213,564 84,875 24,065 $ 322,504 $ 6,325 (Concluded)

There were no transfers between Levels 1 and 2 in the current and prior periods.

2) Valuation techniques and inputs applied for Level 2 fair value measurement

Financial Instruments Valuation Techniques and Inputs Derivatives - cross-currency Discounted cash flow. swap contracts Future cash flows are estimated based on observable forward exchange rates and interest rate at the end of the reporting period, discounted at a rate that reflects the credit risk of various counterparties. Derivatives - interest rate Discounted cash flow. swap contracts Future cash flows are estimated based on observable forward interest rates at the end of the reporting period, discounted at a rate that reflects the credit risk of various counterparties. Mutual funds The fair values of the single investments which do not have active market values and the whole investment portfolio were measured based on observable information from the active market.

3) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of domestic unlisted equity securities were determined using the assetbased approach. The asset-based approach assesses the fair-market value of each asset and liability of the target of evaluation, and considers risk factors like the liquidity discount rate to estimate the target’s fair value.

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c. Categories of financial instruments

Financial assets FVTPL Mandatorily at FVTPL Financial assets at amortized cost (1) Financial assets at FVTOCI - equity instruments Financial liabilities FVTPL Held for trading Amortized cost (2)	December 31	December 31
	2020 NT$ US$ (Note 6) $ 1,630,592 $ 57,254 15,442,346 542,217 9,133,485 320,699 307,897 10,811 36,469,968 1,280,548	2019
		NT$ US$ (Note 6) $ 1,941,208 $ 64,750 17,462,686 582,478 9,668,684 322,504 189,635 6,325 34,433,306 1,148,542

1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, financial assets at amortized cost, trade receivables (including related parties), other receivables, refundable deposits and long-term receivables.
2) The balances include financial liabilities measured at amortized cost, which comprise short-term and long-term loans (including current portion of long-term borrowings), short-term bills payable, trade payables (including related parties) and other payables.

d. Financial risk management objectives and policies

The Group’s major financial instruments include equity investments, derivative financial instruments, trade receivables, trade payables and borrowings. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Group sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Group’s policies approved by the board of directors, which provided written principles on foreign currency exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits was reviewed by the internal auditors on a continuous basis.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Group entered into a variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk, including:

a) Cross-currency swap contracts to mitigate the exchange rate risk and interest rates risk

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arising from the Company’s foreign currency denominated loans due to foreign operations and the Group’s bank loans;

b) Interest rate swaps to mitigate the interest rate risk arising from bank loans.
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There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The Group is exposed to foreign currency risk arising from engagement in foreigncurrency transactions, investments and borrowings. The Group used cross-currency swap contracts to hedge against adverse risks pertaining to exchange rates, maturing the terms of foreign currency denominated borrowings to maximize hedge effectiveness.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) exposed to foreign currency risk at the end of the reporting period are set out in Note 29.

Sensitivity analysis

The Group was mainly exposed to the USD, AUD, and the HKD.

The following table details the Group’s sensitivity to a 10% increase and decrease in the New Taiwan dollar (the functional currency) against the relevant foreign currencies. The sensitivity analysis included outstanding foreign currency denominated monetary items and foreign currency denominated loans due to foreign operations, and adjusts their translation at the end of the reporting period for a 10% change in foreign currency rates. A positive/negative number below indicates an increase/a decrease in pre-tax profit associated with the New Taiwan dollar strengthening 10% against the relevant currency. For a 10% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances below would be negative.

USD (i) For the Year Ended December 31 2020 2019 US$ (Note US$ (Note NT$ 6) NT$ 6) Profit or loss $ (3,020) $ (106) $ (1,996) $ (67) AUD (ii) For the Year Ended December 31 2020 2019 US$ (Note US$ (Note NT$ 6) NT$ 6) Profit or loss $ 57,015 $ 2,002 $ 78,898 $ 2,632 HKD (ii) For the Year Ended December 31 2020 2019 US$ (Note US$ (Note NT$ 6) NT$ 6)

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Profit or loss $ (991) $ (35) $ (4,472) $ (149)

i. This was mainly attributable to the USD trade receivables held by the Group.
ii. This was mainly attributable to the exposure to the Group’s AUD denominated bank loans.

iii. This was mainly attributable to the HKD deposits held by the Group.

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b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings, and using interest rate swap contracts and cross-currency swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most costeffective hedging strategies are applied.

The carrying amount of the Group’s financial assets and financial liabilities with exposure to interest rate risk at the end of the reporting period were as follows:

Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities	December 31	December 31
	2020 NT$ US$ (Note 6) $ 13,567,232 $ 476,377 17,720,782 622,218 568,602 19,965 17,788,402 624,593	2019
		NT$ US$ (Note 6) $ 15,653,740 $ 522,139 14,680,289 489,669 450,320 15,021 18,564,261 619,221

The Group is exposed to cash flow interest rate risk in relation to floating-rate bank borrowings. The Group aims to keep borrowings at fixed rates. In order to achieve this result, the Group entered into cross-currency swap contracts and interest rate swaps to hedge its exposures to changes in cash flow of the borrowings. The critical terms of these cross-currency swap contracts and interest rate swaps are similar to those of hedged borrowings. The Group’s cash flow interest rate risk was mainly concentrated in the fluctuation of LIBOR arising from the Group’s New Taiwan dollars and USD denominated borrowings.

The Group is also exposed to fair value interest rate risk in relation to fixed-rate bank borrowings and pay-fixed/receive-floating interest rate swaps. It is the Group’s policy to keep its borrowings at fixed rate of interests so as to minimize the cash flow interest rate risk.

Sensitivity analysis

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liabilities outstanding at the end of the reporting period was outstanding for the whole year.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2020 and 2019 would decrease/increase by NT$86,099 thousand (US$3,023 thousand) and NT$90,570

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thousand (US$3,021 thousand), respectively, which was mainly attributable to the Group’s exposure to interest rates on its variable-rate bank borrowings.

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c) Other price risk

The Group was exposed to equity price risk through its investments in equity securities and open-end beneficiary certificates. The Group manages this risk by maintaining a portfolio of investments with different risk levels. The Group’s equity price risk was mainly concentrated on equity instruments in Taiwan. Investments in equity securities are strategic investments made by the financial department of the Group.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 10% lower/higher, pre-tax profit for the years ended December 31, 2020 and 2019 would have decreased/increased by NT$158,867 thousand (US$5,578 thousand) and NT$192,665 thousand (US$6,427 thousand), as a result of the changes in fair value of financial assets at FVTPL, and the pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would decrease/increase by NT$913,349 thousand (US$32,070 thousand) and NT$966,868 thousand (US$32,250 thousand), as a result of the changes in fair value of financial assets at FVTOCI.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group because of the failure of the counterparty to discharge its obligation and the financial guarantees provided by the Group could arise from the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets and the maximum amount the entity would have to pay if the financial guarantee is called upon, irrespective of the likelihood of the guarantee being exercised.

The Group adopted a policy of credit risk management regarding operations. Risk assessment of counterparties takes into consideration the financial situation, credit rating by both external and internal parties, historical transaction records, current economic condition, and other factors that might affect the payment ability of the counterparty. This information is supplied by independent rating agencies where available and, if not available, the Group uses other publicly available financial information and its own trading records to rate its major customers.

The Group’s concentration of credit risk was related to the top five customers of the Group whose balances of trade receivables are among the top five. The Group’s exposure and the credit ratings of its counterparties are continuously monitored. When the counterparties are associates, the Company will consider them as of similar nature with the counterparties. For the years of 2020 and 2019, the credit risk concentrations were immaterial for any counterparty at any point in time.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of

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fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Group had available unutilized short-term bank loan facilities of NT$9,737,200 thousand (US$341,896 thousand) and NT$13,860,000 thousand (US$462,308 thousand), respectively.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, and continuously monitoring forecast and actual cash flows as well as matching the maturity profiles of financial assets and liabilities.

a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturities for its nonderivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table include both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.

December 31, 2020

On Demand or Within 1 Year NT$ US$ (Note 6) Non-interest bearing $ 960,784 $ 33,736 Floating interest rate 3,450,503 121,155 Fixed interest rate 13,551,906 475,839 $ 17,963,193 $ 630,730 December 31, 2019		1-5 Years NT$ US$ (Note 6) $ - $ - 13,860,373 486,670 4,414,357 154,998 $ 18,274,730 $ 641,668		More Than	5 Years
		NT$ $ - 13,860,373 4,414,357 $ 18,274,730		NT$ $ - 905,132 - $ 905,132	US$ (Note 6) $ - 31,781 - $ 31,781

Non-interest bearing Floating interest rate Fixed interest rate		On Demand or Within 1 Year NT$ US$ (Note 6) $ 1,188,756 $ 39,652 3,436,967 114,642 9,815,295 327,395 $ 14,441,018 $ 481,689		1-5 Years NT$ US$ (Note 6) $ - $ - 15,178,749 506,296 5,213,144 173,887 $ 20,391,893 $ 680,183		More Than	5 Years
		NT$ $ 1,188,756 3,436,967 9,815,295 $ 14,441,018		NT$ $ - 15,178,749 5,213,144 $ 20,391,893		NT$ $ - 776,828 - $ 776,828	US$ (Note 6) $ - 25,912 - $ 25,912

Taking into account the Group’s financial position, management does not believe that it is probable that the banks will exercise their discretionary rights to demand immediate repayment.

The amount of floating interest rate instruments of the non-derivative financial assets and liabilities will vary due to the difference between the floating interest rate and the expected

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interest rate on the balance sheet dates.

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b) Liquidity and interest rate risk tables for derivative financial liabilities

The following table details the Group’s liquidity analysis for its derivative financial instruments. The table is based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement.

December 31, 2020 On Demand or Within 1 Year NT$ US$ (Note 6) Net settled Interest rate swaps $ (6,963) $ (244) Gross settled Cross-currency swaps Inflows $ 255,260 $ 8,963 Outflows (256,981) (9,023) $ (1,721) $ (60) December 31, 2019 On Demand or Within 1 Year NT$ US$ (Note 6) Net settled Interest rate swaps $ 1,927 $ 64 Gross settled Cross-currency swaps Inflows $ 243,345 $ 8,117 Outflows (273,350) (9,118) $ (30,005) $ (1,001)	December 31, 2020 On Demand or Within 1 Year NT$ US$ (Note 6) Net settled Interest rate swaps $ (6,963) $ (244) Gross settled Cross-currency swaps Inflows $ 255,260 $ 8,963 Outflows (256,981) (9,023) $ (1,721) $ (60) December 31, 2019 On Demand or Within 1 Year NT$ US$ (Note 6) Net settled Interest rate swaps $ 1,927 $ 64 Gross settled Cross-currency swaps Inflows $ 243,345 $ 8,117 Outflows (273,350) (9,118) $ (30,005) $ (1,001)	1-5 Years NT$ US$ (Note 6) $ (71,714) $ (2,518) $ 350,034 $ 12,291 (329,316) (11,563) $ 20,718 $ 728 1-5 Years NT$ US$ (Note 6) $ 14,914 $ 497 $ 569,396 $ 18,993 (608,707) (20,304) $ (39,311) $ (1,311)	More Than	5 Years
			NT$ $ (41,376) $ - - $ - More Than	US$ (Note 6) $ (1,453) $ - - $ - 5 Years
Net settled Interest rate swaps Gross settled Cross-currency swaps Inflows Outflows
	NT$ $ 1,927 $ 243,345 (273,350) $ (30,005)	NT$ $ 14,914 $ 569,396 (608,707) $ (39,311)	NT$ $ - $ - - $ -	US$ (Note 6) $ - $ - - $ -

25. TRANSACTIONS WITH RELATED PARTIES

Related parties balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

a. Related party name and category

Related Party Name Asia Cement Corporation (Asia Cement) Winyield Investment Ltd. (Winyield) Cape Asia Ltd. (Cape Asia) Cape Asia Newbuildings (III) Ltd. (Cape Asia III) ITG-Uming Shipping Co., Ltd. (ITG-Uming Shipping) Jiangxi Yadong Cement Co., Ltd. (Jiangxi Yadong)	Related Party Category
	Investors that have significant influence over the Group Associate Associate Associate Associate Related party in substance

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(Continued)

216

Related Party Name

Related Party Category

Hubei Yadong Cement Co., Ltd. (Hubei Yadong) Yuan Ding Co., Ltd. (Yuan Ding)

Asia Engineering Enterprise Corporation (Asia Engineering)

Far Eastern New Century Corporation (FENC) Da Ju Fiber Co., Ltd. (Da Ju Fiber) Opas Fund Segregated Portfolio Company

Related party in substance Related party in substance Related party in substance

Related party in substance Related party in substance Related party in substance (Concluded)

b. Operating revenue

Account Items Freight revenue	Related Party Category/Name Investors that have significant influence over the Group Related party in substance Associate		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
			2020 NT$ US$ (Note 6) $ 736,045 $ 25,844 127,934 4,492 218,568 7,674 $ 1,082,547 $ 38,010		2019
					NT$ US$ (Note 6) $ 734,397 $ 24,496 392,347 13,087 40,008 1,335 $ 1,166,752 $ 38,918

Freight rates are based on each vessel’s route, port call and loading/unloading rate, plus a markup to be negotiated on the basis of conditions and the specifications of bulk cement carriers. With the exception of the above charters, the terms of the transactions with related parties are generally the same as those for unrelated parties.

c. Purchases

Account Items Freight costs	Related Party Category/Name Related parties in substance Associates		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
			2020 NT$ US$ (Note 6) $ 30,713 $ 1,078 - - $ 30,713 $ 1,078		2019
					NT$ US$ (Note 6) $ 7,912 $ 264 53,408 1,781 $ 61,320 $ 2,045

The Group engages substantive related parties to provide ship material and repair services to the Group, and the relevant expenses are recognized as freight costs. Freight costs also include charter freight paid to substantive related parties of the Group.

d. Receivables from related parties (excluding loans to related parties)

Account Items Trade receivables from related parties Other receivables	Related Party Category/Name Investors that have significant influence over the Group Asia Cement Related parties in substance Jiangxi Yadong Associate Associates ITG-Uming Shipping		December 31	December 31	December 31
			2020 NT$ US$ (Note 6) $ 71,353 $ 2,505 - - 21,895 769 $ 93,248 $ 3,274 $ 27,341 $ 960		2019
					NT$ US$ (Note 6) $ 63,349 $ 2,113 44,539 1,486 - - $ 107,888 $ 3,599 $ 28,781 $ 960

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The outstanding trade receivables from related parties are unsecured. No impairment loss was recognized for trade receivables from related parties for the years ended December 31, 2020 and 2019.

e. Payables to related parties (excluding loans from related parties)

Account Items Trade payables - related parties	Related Party Category/Name Related party in substance		December 31	December 31	December 31
			2020		2019
			NT$ US$ (Note 6) $ 391 $ 14		NT$ US$ (Note 6) $ 393 $ 13

f. Prepayments (classified as other current assets)

Account Items Prepaid expenses	Related Party Category/Name Related party in substance Asia Engineering		December 31	December 31	December 31	December 31	December 31
			2020			2019
			NT$ $ -	US$ (Note 6) $ -		NT$ $ 34,252	US$ (Note 6) $ 1,142

g. Acquisitions of financial assets

For the year ended December 31, 2020: None.

For the year ended December 31, 2019

Related Party Category Related party in substance	Account Item Financial assets at FVTPL - current	Number of Shares (In Thousands) -	Underlying Assets Opas Fund Segregated Portfolio Tranche		Acquisition price
					NT$ US$ (Note 6) $ 618 $ 21

The nature of transactions between the Group and OPAS Fund Company, relates to the acquisition or disposal of overseas funds of the OPAS Fund Segregated Portfolio Tranche through OPAS Fund Company’s platform. The decisions about the overseas fund portfolio were made and managed by the investment committee composed of investors including the Group.

h. Disposal of financial assets

For the year ended December 31, 2020

Related Party Category Account Item Number of Shares (In Thousands) Related party in substance Financial assets at FVTPL- current 14 For the year ended December 31, 2019	Underlying Assets Opas Fund Segregated Portfolio Tranche		Disposal Price NT$ US$ (Note 6) $ 531,882 $ 18,676		Gain(Loss) on Disposal
					NT$ US$ (Note 6) $ 9,667 $ 339

Related Party Category Related party in substance	Account Item Financial assets at FVTPL- current	Number of Shares (In Thousands) 29	Underlying Assets Opas Fund Segregated Portfolio Tranche		Disposal Price NT$ US$ (Note 6) $ 913,045 $ 30,455		Gain(Loss) on Disposal
							NT$ US$ (Note 6) $ 31,435 $ 1,049

i. Loans to related parties

For information about loans to related parties, refer to Table 1.

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j. Endorsements and guarantees

December 31

Related Party Category/Name Associates Amount endorsed Amount utilized Liabilities recognized Related parties in substance Amount endorsed Amount utilized Liabilities recognized		2020	US$ $ 2,450 $ 2,450 $ - $ 4,083 $ - $ -		2019
		NT$ $ 69,776 $ 69,776 $ - $ 116,280 $ - $ -			NT$ $ 89,191 $ 89,191 $ - $ 116,280 $ 41,861 $ -	US$ $ 2,975 $ 2,975 $ - $ 3,879 $ 1,396 $ -

For information about endorsements and guarantees, refer to Table 2.

k. Others

Account Item Temporary receipts (classified as other current liabilities) Rent expense Other revenue	Related Party Category Investors that have significant influence over the Group Asia Cement (Note 1) Investors that have significant influence over the Group Related party in substance Yuan Ding (Note 2) Related party in substance FENC (Note 3)		December 31	December 31	December 31
			2020 NT$ US$ (Note 6) $ 15,000 $ 527 $ - $ - 20,043 704 $ 20,043 $ 704 $ 6,970 $ 245		2019
					NT$ US$ (Note 6) $ 15,000 $ 500 $ 371 $ 12 13,373 446 $ 13,744 $ 458 $ 6,150 $ 205

Note 1: Asia Cement deposited to the Group revolving funds for ships.

Note 2: Refundable deposits for the lease were NT$4,573 thousand (US$161 thousand) as of December 31, 2020 and 2019.

Note 3: Remuneration of directors.

l. Compensation of key management personnel

Short-term employee benefits Post-employment benefits		For the Year Ended	For the Year Ended	December 31
		2020 NT$ US$ (Note 6) $ 32,153 $ 1,129 2,856 100 $ 35,009 $ 1,229		2019
				NT$ US$ (Note 6) $ 50,703 $ 1,691 3,140 105 $ 53,843 $ 1,796

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The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

26. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets had been pledged or mortgaged as collateral for certain short-term bills payable, bank loans, cross-currency swap and cash deposits of Taiwan Power Company:

Property, plant and equipment (transportation) Financial assets at FVTOCI - current Pledged deposits (classified as financial assets at amortized cost - current) Pledged deposits (classified as refundable deposits)		December 31	December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 27,050,057 $ 949,791 2,586,806 90,829 142,400 5,000 46,485 1,632 $ 29,825,748 $ 1,047,252		2019
		NT$ $ 27,050,057 2,586,806 142,400 46,485 $ 29,825,748		NT$ $ 25,904,644 2,299,483 - 55,292 $ 28,259,419	US$ (Note 6) $ 864,064 76,701 - 1,844 $ 942,609

27. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group were as follows:

a. Significant commitments

1) The Group entered into a long-term agreement with Taiwan Power Company (TPC) to provide voyage charter services of Panama Xtreme vessel on the pacific route through April 2024.
2) The Company entered into an agreement with Taiwan Power Company (TPC) to provide operational services for two ships of TPC - Taipower Prosperity I and Taipower Prosperity II. The agreement was canceled in September 2020 because ships were sold forward.
3) In November 2020, U-Ming Singapore entered into a 10-year Contract of Affreightment (COA) with Anglo American Shipping Pte. Ltd., and entered into a shipbuilding contract with Shanghai Waigaoqiao Shipbuilding Co., Ltd. (SWS) to construct 4 Liquefied Natural Gas (LNG) dual-fuel powered bulk carriers for US$230,163 thousand. As of December 31, 2020, U-Ming Singapore had paid US$25,574 thousand, and the contract obligations will begin to be fulfilled after the completion of shipbuilding.
4) U-Ming Hong Kong entered into shipbuilding contract with Oshima Shipbuilding Co., Ltd. to construct 2 bulks carries. The total contract amount was US$72,400 thousand. As of December 31, 2020, U-Ming Hong Kong has paid US$7,240 thousand, and the contract obligations would begin to be fulfilled after the completion of shipbuilding.

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b. Contingencies

The Group had financial guarantees given to banks in respect of banking facilities to associates and related parties in substance. Refer to Note 25(j) for the details.

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28. OTHER ITEMS

The impact of the COVID-19 pandemic results in a decline in operating revenue in 2020 compared with the same period last year. The market freight rate has been gradually returning to a reasonable level since June 2020, and the group operations has gradually returned to normal. The Group assessed that there was no doubts about continued operations, asset impairment, and financing risks at this stage.

29. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than the functional currencies and the related exchange rates between foreign currencies and the respective functional currencies were as follows:

December 31, 2020

	Foreign	Foreign		Carrying
	Currency			Amount
		(In		(In Thousands
	Thousands)		Exchange Rate	of NTD)
Financial assets
Monetary items
			28.480
USD	$	2,074	(USD:NTD)	$ 59,062
			6.5249
USD		316	(USD:RMB)	9,011
			0.1290
HKD		2,699	(HKD:USD)	9,913
				$ 77,986
Non-monetary items
Financial assets at FVTOCI
			0.1290
HKD		121,191	(HKD:USD)	$ 445,135
Derivative financial assets
			0.7707
AUD		17,322	(AUD:USD)	41,921
				$ 487,056
Financial liabilities
Monetary items
			28.480
USD		1,330	(USD:NTD)	$ 37,871
AUD		25,975	0.7707	570,150

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	Foreign		Carrying
	Currency		Amount
	(In		(In Thousands
	Thousands)	Exchange Rate	of NTD)
		(AUD:USD)
			$ 608,021
Non-monetary items
Derivative financial liabilities
		0.7707
AUD	9,005	(AUD:USD)	$ 15,336

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December 31, 2019

	Foreign	Foreign		Carrying
	Currency			Amount
		(In		(In Thousands
	Thousands)		Exchange Rate	of NTD)
Financial assets
Monetary items
USD	$	1,903	29.980 (USD:NTD)	$ 57,043
			6.9762
USD		427	(USD:RMB)	12,804
			0.1284
HKD		11,620	(HKD:USD)	44,724
				$ 114,571
Non-monetary items
Financial assets at FVTOCI
			0.1284
HKD		187,447	(HKD:USD)	$ 721,482
Derivative instruments
			0.7006
AUD		22,271	(AUD:USD)	6,309
				$ 727,791
Financial liabilities
Monetary items
USD		1,664	29.980 (USD:NTD)	$ 49,890
			0.7006
AUD		37,561	(AUD:USD)	788,976
				$ 838,866
Non-monetary items
Derivative instruments
			0.7006
AUD		15,009	(AUD:USD)	$ 59,992

For the years ended December 31, 2020 and 2019, realized and unrealized foreign exchange (losses) gains were NT$(94,312) thousand (US$(3,311) thousand) and NT$2,760 thousand (US$92 thousand), respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions.

30. SEPARATELY DISCLOSED ITEMS

a. Information about significant transactions:

224

1) Financing provided to others. (Table 1)
2) Endorsements/guarantees provided. (Table 2)
3) Marketable securities held (excluding investments in subsidiaries, associates and joint venture). (Table 3)
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital. (None)
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paidin capital. (None)
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paidin capital. (Table 5)
9) Trading in derivative instruments. (Notes 8 and 23)
10) Intercompany relationships and significant intercompany transactions. (Table 6)
b. Information on investees. (Table 7)
c. Information on investments in mainland China:
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriated investment income, and limit on the amount of investment in the mainland China area. (Table 8)
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses. (Table 6)
- a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period
- b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period
- c) The amount of property transactions and the amount of the resultant gains or losses
- d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes
- e) The highest balance, the ending balance, the interest rate range, and total current period interest
225 -

with respect to the financing of funds

f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services
d. Information of major shareholders：List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 9)

226

31. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. Specifically, the Group’s reportable segments were the marine transportation department and the investment department.

a. Segment revenues and results

The following was an analysis of the Group’s revenue and results by reportable segment.

Segment	Re	Segment P	Segment P	rofits
For the Year End	ed	For the Year End	ed	December 31
2020 NT$ US$ (Note 6) $ 8,225,037 $ 288,800 282,327 9,913 $ 8,507,364 $ 298,713		2020 NT$ US$ (Note 6) $ 234,057 $ 8,218 275,286 9,667 509,343 17,885 323,509 11,359 $ 832,852 $ 29,244		2019
				NT$ US$ (Note 6) $ 1,217,596 $ 40,614 238,131 7,943 1,455,727 48,557 284,073 9,475 $ 1,739,800 $ 58,032

Reporting income is generated from transactions with external parties. There are no intersegment transactions for the years ended December 31, 2020 and 2019, respectively.

Segment revenue represents the revenue earned by each segment. The amount is to provide the management the basis to allocate resources to segments and to evaluate performances.

b. Segment total assets and liabilities

Segment assets Marine transportation Investment Others Consolidated total assets Segment liabilities Marine transportation Investment Consolidated total liabilities		December 31	December 31	December 31	December 31
		2020 NT$ US$ (Note 6) $ 50,208,797 $ 1,762,949 6,886,336 241,796 3,547,354 124,556 $ 60,642,487 $ 2,129,301 $ 37,207,343 $ 1,306,438 259,650 9,117 $ 37,466,993 $ 1,315,555		2019
		NT$ $ 50,208,797 6,886,336 3,547,354 $ 60,642,487 $ 37,207,343 259,650 $ 37,466,993		NT$ $ 52,283,544 7,062,243 2,913,190 $ 62,258,977 $ 35,406,908 7,510 $ 35,414,418	US$ (Note 6) $ 1,743,947 235,565 97,171 $ 2,076,683 $ 1,181,018 250 $ 1,181,268

c. Geographical information

Based on the nature of the marine transportation business, the freighters operate across global seas. Therefore, the disclosure of revenue and non-current assets information by geographical location is not applicable.

227 -

d. Information about major customers

Single customers that individually contributed 10% or more to the Group’s revenue were as follows:

Customer A Customer B	For the Year Ended December 31	For the Year Ended December 31
	2020 NT$ US$ (Note 6) % $ 1,136,569 $ 39,908 14 850,108 29,849 10	2019
		NT$ US$ (Note 6) % $ 1,489,565 $ 49,685 15 Note - -

Note: Less than 10% of operating income.

228

TABLE 1

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars and U.S. Dollars, Note 6)

No.	Lender	Borrower	Financial Statement Account	Related Party	Highest Balance for the Period (Note b)	Ending Balance (Note b)	Actual Amount Borrowed (Note b)	Interest Rate	Nature of Financing	Business Transaction Amounts	Reasons for Short-term Financing	Allowance for Impairment Loss	Collateral	Collateral	Financing Limit for Each Borrower (Note b)	Aggregate Financing Limits (Note b)
													Item	Value
1	U-Ming Singapore	Winyield New Cape Asia Eagle Cape Asia (III) Cape Asia	Long-term receivables - related parties Long-term receivables - related parties Other receivable - related parties Long-term receivables - related parties Long-term receivables - related parties	Y Y Y Y Y	$ 765,668 (US$ 26,884) 85,440 (US$ 3,000) 28,480 (US$ 1,000) 103,952 (US$ 3,650) 2,848 (US$ 100)	$ 725,796 (US$ 25,484) 85,440 (US$ 3,000) 28,480 (US$ 1,000) 85,440 (US$ 3,000) 2,848 (US$ 100)	$ 683,076 (US$ 23,985) (Note c) 69,456 (US$ 2,439) - (US$ -) 68,066 (US$ 2,390) 2,848 (US$ 100)	- - - - -	Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing	$ - - - - -	Purchasing equipment of transportation and operational revolving fund Purchasing equipment of transportation and operational revolving fund Purchasing equipment of transportation and operational revolving fund Purchasing equipment of transportation and operational revolving fund Operational revolving fund	$ - - - - -	- - - - -	$ - - - - -	30% of net worth of subsidiary $9,315,287 (US$327,082) 30% of net worth of subsidiary $9,315,287 (US$327,082) 30% of net worth of subsidiary $9,315,287 (US$327,082) 30% of net worth of subsidiary $9,315,287 (US$327,082) 30% of net worth of subsidiary $9,315,287 (US$327,082)	40% of net worth of subsidiary $12,420,382 (US$436,109) 40% of net worth of subsidiary $12,420,382 (US$436,109) 40% of net worth of subsidiary $12,420,382 (US$436,109) 40% of net worth of subsidiary $12,420,382 (US$436,109) 40% of net worth of subsidiary $12,420,382 (US$436,109)
2	U-Ming Hong Kong	ITG-U-Ming Shipping	Other receivables - related parties	Y	41,866 (US$ 1,470)	41,866 (US$ 1,470)	27,341 (US$ 960)	-	Short-term financing	-	Short-term financing	-	-	-	30% of net worth of subsidiary $2,448,978 (US$85,989)	40% of net worth of subsidiary $3,265,304 (US$114,653)

Note a: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020.

Note b: 1. The total amount available from U-Ming Marine Transport Corporation and its domestic subsidiaries for financing shall not exceed 50% of the borrower’s net worth per their most recent financial statements, the total financing amount for borrowers with short-term financing needs shall not exceed 15% of the borrower’s net worth, and the individual financing amount to each of such borrowers shall not exceed 5% of the borrower’s net worth.
The total amount available for financing from U-Ming (Singapore), U-Ming (Hong Kong), and foreign subsidiaries shall not exceed 50% of the net worth of the borrower, the total financing amount for borrowers with short-term financing needs shall not exceed 40% of the net worth of the borrower, and the individual amount available for financing to each of such borrowers shall not exceed 30% of the net worth of the borrower.
Note c: The financing amounts listed in Table 1 pertains only to the actual amounts utilized, and does not include the share of the loss of associates accounted for using the equity method of NT$80,303 thousand (US$2,820 thousand) offset against long-term receivables - related parties.
229 -

TABLE 2

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars and U.S. Dollars, Note 6)

No.	Endorser/Guarantor	Endorsee/Guarantee	Endorsee/Guarantee	Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Note a)	Maximum Amount Endorsed/ Guaranteed During the Period (Note a)	Ending Balance (Note a)	Actual Amount Borrowed (Note a)	Amount Endorsed/ Guaranteed by Collaterals	Ratio of Accumulated Amount to Net Equity in Latest Financial Statement	Aggregate Endorsement/ Guarantee Limit (Notes a and b)	Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries	Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent	Endorsement/ Guarantee Given On Behalf of Companies in Mainland China
		Name	Relationship
0	U-Ming Marine Transport Corporation	U-Ming Singapore U-Ming Hong Kong	A subsidiary A subsidiary	50% of net worth of the Company $11,587,748 (US$406,873) 50% of net worth of the Company $11,587,748 (US$406,873)	$ 8,444,705 (US$ 296,514) 632,256 (US$ 22,200)	$ 5,071,888 (US$ 178,086) 618,586 (US$ 21,720)	$ 5,071,888 (US$ 178,086) 618,586 (US$ 21,720)	$ - -	21.88% 2.67%	100% of net worth of the Company $23,175,494 (US$813,746) Net worth of the Company $23,175,494 (US$813,746)	Y Y	- -	- -
1	U-Ming Singapore	Winyield	An investee accounted for using the equity method by subsidiary	50% of net worth of the subsidiary $15,525,478 (US$545,136)	84,728 (US$ 2,975)	69,776 (US$ 2,450)	69,776 (US$ 2,450)	-	0.22%	100% of net worth of the subsidiary $31,050,956 (US$1,090,272)	-	-	-
2	Yue-Li	Da Ju Fiber	The subsidiary is its supervisor	50% of net worth of the subsidiary $1,686,638 (US$59,222)	116,280 (US$ 4,083)	116,280 (US$ 4,083)	- (US$ -)	-	-	100% of net worth of the subsidiary $3,373,275 (US$118,444)	-	-	-

Note a: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020.

Note b: The total amount available for endorsements/guarantees to external parties provided by U-Ming shall not exceed the current net worth of the entity, and the individual amount available to each entity shall not exceed 50% of the net worth of the entity. The same restrictions apply to the entity’s subsidiaries.

230

TABLE 3

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars and U.S. Dollars, Note 6)

Holding Company Name	Type and Name of Marketable Securities	Relationship with the Holding Company	Financial Statement Account		December 31, 2020	December 31, 2020	December 31, 2020				Note	Note	Limit
				Shares/Units (In Thousands)	Carrying Value		Percentage of Ownership (%)	Fair Value (Note c)		Shares Pledged as Collateral (In Thousands) (Note b)	Value of Pledged or Mortgaged Assets
					NT$	US$ (Note 6)		NT$	US$ (Note 6)		NT$	US$ (Note 6)
U-Ming Marine Transport Corporation Yue-Li Yue-Tung	Common stocks Far Eastern International Bank Far Eastern New Century Corporation Asia Cement Corporation Far EasTone Telecommunications Co., Ltd. Oriental Union Chemical Corp., Far Eastern Department Stores Ltd. Yue Yuan Investment Corporation Common stocks Far Eastern International Bank Asia Cement Corporation Oriental Union Chemical Corp. CSBC Corporation, Taiwan Far Eastern Department Stores Ltd. Far Eastern New Century Corporation Far EasTone Telecommunications Co., Ltd. Everest Textile Co., Ltd. Da Ju Fiber Co., Ltd. Phison Electronics Corp. GIGA-BYTE TECHNOLOGY CO., LTD. Common stocks Far Eastern International Bank Far Eastern New Century Corporation	The chairman of the Company is its vice- chairman The chairman is the same The major stockholder The chairman is the same The chairman is the same The chairman is the same An investee accounted for using the equity method by major stockholder The chairman of the parent company is its vice-chairman The major stockholder of the parent company The chairman of the parent company is the same The subsidiary is its director The chairman of the parent company is the same The chairman of the parent company is the same The chairman of the parent company is the same The chairman of the parent company is its director The subsidiary is its supervisor None None The chairman of the parent company is its vice-chairman The chairman of the parent company is the same	Financial assets at fair value through other comprehensive income - current Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - current Same as above Same as above Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through profit or loss - current Same as above Financial assets at fair value through other comprehensive income - current Same as above	80,989 31,180 1,793 331 99 4 91,487 151,236 13,240 4,862 2,652 1,769 1,516 2 5 29,937 86 35 134,165 8,057	$ 878,735 902,675 77,457 20,257 2,007 105 924,293 1,640,912 571,972 98,694 75,460 42,456 43,882 113 53 969,649 28,595 2,723 1,455,695 233,255	$ 30,854 31,695 2,720 711 70 4 32,454 57,616 20,083 3,465 2,649 1,491 1,541 4 2 34,047 1,004 96 51,113 8,190	2 1 - - - - 18 4 - 1 1 - - - - 19 - - 4 -	$ 878,735 902,675 77,457 20,257 2,007 105 924,293 1,640,912 571,972 98,694 75,460 42,456 43,882 113 53 969,649 28,595 2,723 1,455,695 233,255	$ 30,854 31,695 2,720 711 70 4 32,454 57,616 20,083 3,465 2,649 1,491 1,541 4 2 34,047 1,004 96 51,113 8,190	- 10,000 1,500 - - - - 94,166 10,600 2,000 - - - - - - - - 11,282 8,000	$ - 289,505 64,800 - - - - 1,021,700 457,920 40,600 - - - - - - - - 122,414 231,600	$ - 10,165 2,275 - - - - 35,874 16,079 1,426 - - - - - - - - 4,298 8,132	- (Note a) (Note a) - - - - (Note a) (Note a) (Note a) - - - - - - - - (Note a) (Note a)
													(Continued)

231 -

Holding Company Name	Type and Name of Marketable Securities	Relationship with the Holding Company	Financial Statement Account		December 31, 2020	December 31, 2020	December 31, 2020				Note	Note	Limit
				Shares/Units (In Thousands)	Carrying Value		Percentage of Ownership (%)	Fair Value (Note c)		Shares Pledged as Collateral (In Thousands) (Note b)	Value of Pledged or Mortgaged Assets
					NT$	US$ (Note 6)		NT$	US$ (Note 6)		NT$	US$ (Note 6)
U-Ming Singapore U-Ming Hong Kong Falcon Overseas Shipping Pte. Ltd.	Asia Cement Corporation Far EasTone Telecommunications Co., Ltd. Ding Shen Investment Co., Ltd. Yue Yuan Investment Corporation Beneficiary certificates Opas Fund Segregated Portfolio Tranche A Hutchison Port Holdings Trust Bonds Standard Chartered Bond Standard Chartered Bond Beneficiary certificates Opas Fund Segregated Portfolio Tranche A Opas Fund Segregated Portfolio Tranche C Bonds Societe Generale Bond Societe Generale Bond Common stocks Asia Cement (China) Holdings Corporation China Sanshui Cement Group Ltd. Bonds Lloyds Bank Plc Bond BNP Paribas Bond Societe Generale Bond Standard Chartered Bond Lloyds Bank Plc Bond BNP Paribas Bond Societe Generale Bond Standard Chartered Bond Bonds Standard Chartered Bond Standard Chartered Bond	The major stockholder of the parent company The chairman of the parent company is the same The subsidiary is its director An investee accounted for using equity method by major stockholder of the parent company Related party in substance None None None Related party in substance Related party in substance None None The major stockholder of parent company is the same The major stockholder of parent company is the same None None None None None None None None None None	Same as above Same as above Financial assets at fair value through other comprehensive income - non-current Same as above Financial assets at fair value through profit or loss - current Same as above Financial assets at amortized cost - current Financial assets at amortized cost - non-current Financial assets at fair value through profit or loss - current Same as above Financial assets at amortized cost - current Financial assets at amortized cost - non-current Financial assets at fair value through other comprehensive income - current Same as above Financial assets at amortized cost - current Same as above Same as above Same as above Financial assets at amortized cost - non-current Same as above Same as above Same as above Financial assets at amortized cost - current Financial assets at amortized cost - non-current	7,628 510 40,329 9,537 27 8,050 - - 1 8 - - 16,701 1,691 - - - - - - - - - -	$ 329,550 31,212 293,565 96,353 995,650 45,394 5,000 136,901 27,619 488,690 1,086 60,958 433,766 11,369 1,001 557 565 6,243 89,718 59,613 58,950 164,153 806 23,008	$ 11,571 1,096 10,308 3,383 34,960 1,594 176 4,807 970 17,158 38 2,140 15,231 399 35 20 20 219 3,150 2,093 2,070 5,764 28 808	- - 18 2 - - - - - - - - - - - - - - - - - - - -	$ 329,550 31,212 293,565 96,353 995,650 45,394 5,000 136,901 27,619 488,690 1,086 60,958 433,766 11,369 1,001 557 565 6,243 89,718 59,613 58,950 164,153 806 23,008	$ 11,571 1,096 10,308 3,383 34,960 1,594 176 4,807 970 17,158 38 2,140 15,231 399 35 20 20 219 3,150 2,093 2,070 5,764 28 808	7,585 500 - - - - - - - - - - - - - - - - - - - - - -	$ 327,672 30,600 - - - - - - - - - - - - - - - - - - - - - -	$ 11,505 1,074 - - - - - - - - - - - - - - - - - - - - - -	(Note a) (Note a) - - - - - - - - - - - - - - - - - - - - - -
													(Continued)

232

(Concluded)

Note a: They cannot be traded in pledged period.

Note b: They are pledged as collateral for issuing commercial paper and credit line of bank loans.

Note c: Fair value are determined as follows: (a) listed stock closing price on December 31, 2020; (b) the fair value measurement of unlisted stocks. Note d: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020.

233 -

TABLE 4

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars and U.S. Dollars, Note 6)

Company Name	Related Party	Relationship		Transaction Details	Transaction Details	Transaction Details		Abnormal Transaction	Abnormal Transaction	Note/Accounts (Payable) or Receivable	Note/Accounts (Payable) or Receivable	Note/Accounts (Payable) or Receivable	Note
			Purchase/ (Sale)	Amount		% to Total	Payment Terms	Unit Price	Payment Terms	Ending	Balance	% to Total
				NT$	US$ (Note 6)					NT$	US$ (Note 6)
U-Ming Marine Transport Corporation U-Ming Singapore	Asia Cement U-Ming Singapore Asia Cement ITG-Uming Shipping U-Ming Marine Transport Corporation	The major shareholder Subsidiary The major shareholder of the parent company Associated The parent company	Sales Sales Sales Sales Purchase	$(532,516) (217,146) (203,529) (218,568) 217,146	$ (18,698) (7,625) (7,146) (7,674) 7,625	(51) (21) (3) (3) 4	Upon completion of loading, within a month - Upon completion of loading, within 8 days - -	ad hoc basis - ad hoc basis - -	ad hoc basis - ad hoc basis - -	$ 70,470 145 883 21,895 (145)	$ 2474 5 31 769 (5)	88 - - 8 -	- - - - -

Note: The foreign-currency amounts of payables and receivables were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020; the foreign-currency amount of profit and loss items were translated into New Taiwan dollars at the average exchange rate of US$1=NT$29.549 for the year ended December 31, 2020.

234

TABLE 5

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars and U.S. Dollars, Note 6)

Company Name	Related Party	Relationship	Ending Balance	Turnover Rate	Overdue	Overdue	Amount Received in Subsequent Period	Allowance for Impairment Loss
					Amount	Actions Taken
U-Ming Singapore	Winyield	An investee accounted for using the equity method by a subsidiary	Long-term receivable - related parties $602,773 (US$21,165)	-	$ -	-	$ -	$ -

Note: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020.

235 -

TABLE 6

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars and U.S. Dollars, Note 6)

Numbe r	Company Name	Counterparty	Relationship (Note)		Transactions Details	Transactions Details
				Account	Amount (New Taiwan Dollars)	Amount (U.S. Dollars, Note 6)	Trading Terms	Percentage to Consolidated Total Operating Revenues or Total Assets
0	U-Ming Marine Transport Corporation	U-Ming Singapore U-Ming Hong Kong	1 1 1 1 1	Freight revenue Other revenue Other receivables Prepaid expense Freight revenue	$ 217,146 24,227 24,694 10,870 12,055	$ 7,625 851 867 382 423	- - - - -	3 - - - -
1	U-Ming Hong Kong	U-Ming Singapore	3	Freight revenue	78,121	2,743	-	1
2	Eagle	Falcon	3	Freight revenue	15,006	527	-	-
3	U-Ming Xiamen	U-Ming Singapore	3	Freight revenue	56,879	1,997	-	1

Note: 1. Parent to subsidiary.

Subsidiary to parent.
Between subsidiaries.

236

TABLE 7

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars and U.S. Dollars, Note 6)

Investor Company	Investee Company	Location	Main Businesses and Products	Original Investment Amount	Original Investment Amount	Original Investment Amount	Original Investment Amount		As of December 31, 2020	As of December 31, 2020	As of December 31, 2020	Net Income (Loss) of the Investee	Net Income (Loss) of the Investee	Share of Profits (Loss)	Share of Profits (Loss)	Note
				December 31, 2020		December 31, 2019		Number of Shares (In Thousands)	Percentage of Ownership	Carrying Amount
				NT$	US$ (Note 6)	NT$	US$ (Note 6)			NT$	US$ (Note 6)	NT$	US$ (Note 6)	NT$	US$ (Note 6)
U-Ming Marine Transport Corporation Yue-Tung U-Ming Singapore U-Ming Hong Kong Falcon	U-Ming Singapore U-Ming Hong Kong Yue-Li Yue-Tung Global Energy Maritime Co., Ltd. Yue Ding Enterprise Corporation Ding Ding Consultation Corporation Cape Asia (III) Cape Asia Winyield New Cape Asia Ltd. New Cape Asia Shipping Ltd. Eagle Falcon Yue-Li Yue-Tung OSPL ITG-Uming Shipping Drive Catalyst SPC (SP Tranche One) Drive Catalyst SPC (SP Tranche Three) Opas Fund Segregated Portfolio Company Drive Catalyst SPC	Singapore Hong Kong Taipei Taipei Taipei Taipei Taipei Marshall Islands Hong Kong Hong Kong Marshall Islands Marshall Islands Singapore British Virgin Islands Taipei Taipei Marshall Islands Hong Kong Cayman Islands Cayman Islands Cayman Islands Cayman Islands	Transport Transport Investment Investment Transport Bulk and retail sale of decorations and commodity Consultant Transport Transport Transport Transport Transport Transport Investment Investment Investment Transport Transport Investment Investment Investment Investment	$ 2,649,382 121,923 1,500,000 1,360,400 2,004,000 186,080 50,000 2 3 - - - - 661,080 700,000 489,600 474,692 578,113 122,860 119,920 1,624 491	$ 93,026 4,281 52,669 47,767 70,365 6,534 1,756 - - - - - - 23,212 24,579 17,191 16,668 20,299 4,314 4,211 57 17	$ 2,649,382 121,923 1,500,000 1,360,400 2,004,000 186,080 50,000 2 3 - - - - 661,080 700,000 489,600 474,692 19 122,860 119,920 1,624 491	$ 93,026 4,281 52,669 47,767 70,365 6,534 1,756 - - - - - - 23,212 24,579 17,191 16,668 1 4,314 4,211 57 17	150,146 27,000 150,000 136,040 205,410 30,245 3,340 - - - - - - - 70,000 48,960 - 41,435 4 4 - -	100 100 68 74 40 25 40 17 17 50 25 25 100 100 32 26 100 49 25 25 33 33	$ 31,050,956 8,163,260 2,299,914 2,088,770 2,018,722 459,799 87,097 77,556 102 - 1 - 87,228 959,638 1,073,361 751,736 1,476,096 622,976 108,174 128,857 1,410 470	$ 1,090,272 286,631 80,755 73,342 70,882 16,145 3,058 2,723 4 - - - 3,063 33,695 37,688 26,395 51,829 21,874 3,798 4,524 50 17	$ 268,279 321,110 119,687 172,905 243,909 102,965 59,666 (1,525 ) 71 2,205 - - 6,927 29,461 119,687 172,905 119,566 35,657 (27,519 ) (5,572 ) 35 1	$ 9,420 11,275 4,202 6,071 8,564 3,615 2,095 (54 ) 2 77 - - 243 1,034 4,202 6,071 4,198 1,252 (966 ) (196 ) 1 -	$ 268,279 321,110 81,605 127,146 97,563 Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable	$ 9,420 11,275 2,865 4,464 3,426 Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable	A subsidiary A subsidiary A subsidiary A subsidiary An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An indirect subsidiary An indirect subsidiary A subsidiary A subsidiary An indirect subsidiary An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method

Note: The foreign currency amounts of original investment were translated into New Taiwan dollars based on historical exchange rate; the foreign currency amounts of carrying value were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020; the foreign currency amount of profit and loss items were translated into New Taiwan dollars at an average exchange rate of US$1=NT$29.549 for the year ended December 31, 2020.

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TABLE 8

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars and U.S. Dollars, Note 6)

Investee Company	Main Businesses and Products	Main Businesses and Products	Paid-in Capital	Method of Investment	Method of Investment	Accumulated Outward Remittance for Investments from Taiwan as of January 1, 2020	Investment Flows	Investment Flows	Accumulated Outward Remittance for Investments from Taiwan as of December 31, 2020	Net Income (Loss) of the Investee	% Ownership of Direct or Indirect Investment	Investment Gain (Loss) (Note b)	Carrying Amount as of December 31, 2020	Accumulated Repatriation of Investment Income as of December 31, 2020
							Outward	Inward
U-Ming Xiamen ITG-Uming Xiamen	Transport Transport		$ 29,579 (US$ 1,000) 45,684 (US$ 1,568)	(Note a) (Note a)		$ 29,579 (US$ 1,000) 45,684 (US$ 1,568)	$ - -	$ - -	$ 29,579 (US$ 1,000) 45,684 (US$ 1,568)	$ 544 (US$ 19) 5,434 (US$ 191)	100 49	$ 544 (US$ 19) 2,667 (US$ 94)	$ 38,422 (US$ 1,349) 42,190 (US$ 1,481)	$ - -

Accumulated Outward		Investment Amounts			Upper Limit on the Amount
Remittance for Investments in Mainland China as of December 31, 2020		Authorized by the Investment Commission, MOEA			of Investments Stipulated by the Investment Commission, MOEA
$75,263 (US$2,568)		$75,263 (US$2,568)			$13,905,297 (US$488,248)

Note a: The investment in the target company in mainland China was made by investing in an existing company, U-Ming Hong Kong, which was incorporated in a third area (other than Taiwan and mainland China).

Note b: The investment gain (loss) recognized was based on the financial statements not audited by an accountant.

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TABLE 9

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

INFORMATION OF MAJOR SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2020

Name of Major Shareholder	Shares	Shares
	Number of Shares	Percentage of Ownership (%)
Asia Cement Corporation	331,701,152	39.25

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

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5. Annual Financial Statements for the Most Recent Year

U-Ming Marine Transport Corporation

Parent Company Only Financial Statements for the Years Ended December 31, 2020 and 2019

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

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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, 2020 and 2019, 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 a summary of significant accounting policies(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, 2020 and 2019, 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 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 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, 2020. 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.

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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 judgements 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: critical 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:

We understood and tested the design and implementation of the key controls over the recognition of freight revenue.
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.

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

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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.

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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.
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.
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 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.
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.
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.

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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, 2020 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 Cheng-Ming Lee and Yi-Wen Wang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 9, 2021

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.

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U-MING MARINE TRANSPORT CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) 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 - non-current (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) Refundable deposits (Note 22 and 23) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 12 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 22) Total current liabilities NON-CURRENT LIABILITIES Bank loans (Note 12) Deferred tax liabilities (Note 18) Net defined benefit liabilities - non-current (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		2020	% - 4 - - - - - - 4 2 92 2 - - - - 96 100 11 15 - 1 - 2 - 29 24 - - 24 53 17 - 14 18 32 (2) 47 100		2019
		Amount $ 43,796 1,881,236 - 9,269 70,615 36,705 21,539 25,680 2,088,840 924,293 45,621,622 846,584 43,742 8,101 49,757 43,406 47,537,505 $49,626,345 $ 5,515,000 7,266,679 34,152 321,319 46,524 1,149,684 16,112 14,349,470 11,811,000 172,473 117,908 12,101,381 26,450,851 8,450,557 115,163 6,876,575 8,755,996 15,632,571 (1,022,797) 23,175,494 $ 49,626,345			Amount % $ 45,064 - 1,984,687 4 4,562 - 7,890 - 63,349 - 37,524 - 28,669 - 53,371 - 2,225,116 4 1,267,653 3 47,352,099 91 839,966 2 56,274 - 11,703 - 58,487 - 8,780 - 49,594,962 96 $51,820,078 100 $ 6,500,000 13 3,199,322 6 27,657 - 398,372 1 105,252 - 1,035,000 2 15,538 - 11,281,141 22 13,396,648 26 174,185 - 123,545 - 13,694,378 26 24,975,519 48 8,450,557 16 115,152 - 6,693,492 13 9,669,918 19 16,363,410 32 1,915,440 4 26,844,559 52 $ 51,820,078 100

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

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U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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 FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 22) Financial costs (Note 17 and 22) Share of the profit or loss of subsidiaries, associates and joint ventures (Note 9) Interest income Dividend income Loss on disposal of property, plant and equipment Net gain (loss) on foreign currency exchange Valuation gain on financial assets and liabilities at fair value through profit or loss, net Other losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 18) NET PROFIT FOR THE YEAR		2020 Amount % $ 1,039,426 100 839,354 81 200,072 19 283,668 27 (83,596) (8) 98,795 10 (239,773) (23) 895,702 86 3,667 - 213,655 21 (33) - 2,242 - - - (68,460) (7) 905,795 87 822,199 79 (56,226) (6) 878,425 85		2019
				Amount % $ 1,062,972 100 927,313 87 135,659 13 301,864 29 (166,205) (16) 42,718 4 (272,034) (25) 2,023,359 190 668 - 97,117 9 - - (6,354) (1) 9,696 1 (5,114) - 1,890,056 178 1,723,851 162 102,156 9 1,621,695 153 (Continued)

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U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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		2020	% (1) (43) (44) (187 ) (8) (283) (198)		2019
		Amount $ (12,376) (446,811) (453,027) (1,946,411) (83,088) (2,941,713) $(2,063,288) $ 1.04 $ 1.04			Amount $ (2,303) 615,462 1,524,081 (981,569) (36,852) 1,118,819 $ 2,740,514 $ 1.92 $ 1.92	% - 58 143 (92) (4) 105 258

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

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U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

	Retained Earnings			Other Equity
		Exchange Differences on Translating the Financial Statements of Foreign Operations (1,312,549 ) - - - - - (1,018,421) (1,018,421) - - - (2,330,970 ) - - - - (2,029,498) (2,029,498) - - - $ (4,360,468)	Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value through Other Comprehensive Income 2,318,592 - - - - - 2,130,555 2,130,555 (203,950 ) 1,078 - 4,246,275 - - - - (908,640) (908,640) - (110) - $ 3,337,525	Gain (Loss) on Hedging Instruments 2 - - - - - - - - - - 2 - - - - (1) (1) - - - $ 1	Gain on Property Revaluation 133 - - - - - - - - - - 133 - - - - 12 12 - - - $ 145	Total 1,006,178 - - - - - 1,112,134 1,112,134 (203,950 ) 1,078 - 1,915,440 - - - - (2,938,127) (2,938,127) - (110) - $ (1,022,797)
Legal Reserve 6,526,608 166,884 - - - - - - - - - 6,693,492 183,083 - - - - - - - - $ 6,876,575	Special Reserve 2,000,954 - - (2,000,954 ) - - - - - - - - - - - - - - - - - $ -

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

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U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Net gain on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of subsidiaries, associates and joint ventures Loss on disposal of property, plant and equipment Net 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 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 (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Decrease (increase) in refundable deposits Payment for intangible assets Increase in prepayment for equipment Dividends received from associates accounted for using the equity method Net cash (used in) generated from investing activities	2020 $ 822,199 157,935 15,559 - 239,773 (3,667) (213,655) (895,702) 33 1,030 - 4,562 (8,645) 519 7,130 27,691 6,495 (74,123) 574 (18,013) 69,695 3,967 213,655 (245,310) (612) 41,395 (88,165) 8,730 - (114,074) 143,485 (50,024)	2019 $ 1,723,851 129,682 10,786 (9,696) 272,034 (668) (97,117) (2,023,359) - 11,896 4,112 1,078 13,540 37,479 (3,976) 2,340 3,454 46,349 (5,033) (25,382) 91,370 354 97,117 (268,192) (15,099) (94,450) (92,079) (14,830) (1,319) (36,283) 3,297,226 3,152,715

250

(Continued)

251 -

U-MING MARINE TRANSPORT CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings (Repayments of) proceeds from short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in other payables from related parties Dividends paid Net cash generated from (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	2020 $ (985,000) 4,070,000 3,237,500 (4,708,500) - (1,605,609) 8,391 (1,030) (1,268) 45,064 $ 43,796	2019 $ (115,000) (1,550,000) 7,209,000 (5,194,000) (1,854,720) (1,521,100) (3,025,820) (76) 32,369 12,695 $ 45,064

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

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NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

U-MING MARINE TRANSPORT CORPORATION

1. GENERAL INFORMATION

U-Ming Marine Transport Corporation (the “Company”) was incorporated in the Republic of China (ROC) in August 1968. The Company not only own and manage ships that transport dry bulk cargoes, specializing in cement, coal, iron ore and grain. The Company’s shares are listed on the Taiwan Stock Exchange since December 8, 1990.

The parent company only financial statements of the Company are presented in the Company’s financial currency, the New Taiwan dollar (NTD).

2. APPROVAL OF FINANCIAL STATEMENTS

The parent company only financial statements were approved by the Company’s board of directors on March 9, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Company’s accounting policies.

b. The IFRSs endorsed by the FSC for application starting from 2021

New IFRSs Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19-Related Rent Concessions”	Effective Date Announced by IASB
	Effective immediately upon promulgation by the IASB January 1, 2021 June 1, 2020

As of the date the parent company only financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of above standards and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

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c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date
Announced by IASB
(Note1)

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

As of the date the parent company only financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of above standards

254

and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

255 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Statement of compliance

The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

b. Basis of preparation

The parent company only financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
3) Level 3 inputs are unobservable inputs for the asset or liability.

When preparing the parent company only financial statements, the Company account for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the parent company only financial statements, the differences of the accounting treatment between the parent company only basis and the parent company only basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and associates in the parent company only financial statements.

c. Classification of current and non-current assets and liabilities

Current assets include:

1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

1) Liabilities held primarily for the purpose of trading;
2) Liabilities due to be settled within 12 months after the reporting period; and
3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

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d. Foreign currencies

In preparing the parent company only financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction and are not retranslated subsequently.

For the purpose of presenting parent company only financial statements, the functional currencies of the Company are translated into the presentation currency, the New Taiwan dollars, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

e. Fuel inventory

f. Investments in subsidiaries

A subsidiary is an entity that is controlled by the Company.

The Company uses the equity method to account for its investments in subsidiaries. Under the equity method, investments in subsidiaries are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of those subsidiaries. The Company also recognizes the changes in the Company’s share of the equity of subsidiaries.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes reversal of the impairment loss; the adjusted post-reversal carrying

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amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

Profits or losses resulting from downstream transactions are eliminated in full in the parent company only financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized in the parent company only financial statements only to the extent of interests in the subsidiaries that are not related to the Company.

g. Investments in associates

An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Company uses the equity method to account for its investments in associates. Under the equity method, investments in associates are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of those associates. The Company also recognizes the changes in the Company’s share of the equity of associates.

When the Company subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Company’s ownership interest is reduced due to the additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When a Company entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Company’ financial statements only to the extent of interests in the associate that are not related to the Company.

h. Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss.

Depreciation of transportation equipment is recognized on a straight-line basis. Depreciation of miscellaneous equipment is recognized on a fixed-percentage-of-declining-balance basis and

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each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effects of any changes in estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

i. Intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

j. Impairment of tangible and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the coverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

k. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

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1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

a) Measurement category

Financial assets are classified into the following categories: Financial assets at amortized cost and equity instruments at FVTOCI.

i. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost, other receivables and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for:

i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of the financial asset; and
ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

i)Significant financial difficulty of the issuer or the borrower;

ii) Breach of contract, such as a default;

iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits, which are short-term and highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

ii. Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

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b) Impairment of financial assets and contract assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost and contract assets.

The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables and contract assets. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

For internal credit risk management purposes, the Company determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Company):

i) Internal or external information show that the debtor is unlikely to pay its creditors.

ii) When a financial asset is more than 365 days past due unless the Company has reasonable and corroborative information to support a more lagged default criterion.

The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

c) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

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2) Financial liabilities

a) Subsequent measurement

Except financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.

b) Derecognition of financial liabilities

l. Revenue recognition

Revenue from the rendering of services

The Company identifies contracts with customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

Revenue from rendering of services comes from the freight received from goods shipping and vessel chartering, and revenue from vessel management.

As the Company provides goods shipping, vessel chartering and vessel management services, the customer simultaneously receives and consumes the benefits provided by the Company’s performance. Consequently, the related revenue is recognized when services are rendered. The Company measures the progress of each voyage by the proportion of days sailed to the expected total voyage period. Payment for transportation services is not due from the customer until a certain period after the goods have completed loading and, therefore, a contract asset is recognized over the period in which the transportation services are performed. The contract asset is reclassified to trade receivables when billed. Vessel chartering and management revenue are recognized by reference to the stage of completion of the contract, which is the proportion of the time of services rendered to the total contract period.

m. Leasing

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

As lessee, the Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms

n. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

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2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Net defined benefit liabilities (assets) represents the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

o. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the Income Tax Law in the ROC.

According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the

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reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

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The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity ; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Company considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Critical Accounting Judgements

Revenue recognition

The Company assesses that its performance obligations are satisfied over time based on the conditions in the contract and related regulations. Freight revenue is recognized by reference to the stage of completion of the contract, which is the proportion of the actual days sailed to the expected total voyage duration agreed in the contract. If the actual voyage duration differs from that stated in the contract, the amount of revenue recognized might be affected. Management believes that the best estimate has been used to assess the stage of completion of contracts.

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6. CASH AND CASH EQUIVALENTS

Cash on hand Checking accounts and demand deposits Cash equivalents Time deposits		December 31	December 31
		2020 $ 387 27,971 15,438 $ 43,796	2019
			$ 176 28,999 15,889 $ 45,064

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Equity Instruments Current Domestic listed shares Non-current Domestic unlisted shares		December 31	December 31	December 31
		2020 $ 1,881,236 $ 924,293		2019
				$ 1,984,687 $ 1,267,653

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Company’s strategy of holding these investments for long-term purposes.

Refer to Table 3 for detailed information relating to the Company’s investments.

Refer to Note 23 for information relating to investments in equity instruments at FVTOCI pledged as security.

8. TRADE RECEIVABLES

At amortized cost Gross carrying amount Less: Allowance for impairment loss Gross carrying amount - related parties		December 31	December 31	December 31
		2020 $ 9,269 - $ 9,269 $ 70,615		2019
				$ 7,890 - $ 7,890 $ 63,349

The Company receives freight charges that amount to 90% to 95% of the total contract price within 3 to 8

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days from completion of loading, and settles demurrage with customer upon completion of each voyage period. The outstanding period of demurrage depends on progress of settlement, normally longer than the outstanding period of freight charge.

The Company uses publicly available financial information or its own trading records to continuously assess the credit ratings of its counterparties, and credit exposure is controlled through credit limits of counterparties. In addition, the Company reviews the recoverable amount of each individual trade receivable at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts.

The Company measures the loss allowance for trade receivables at an amount equal to lifetime ELCs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Company’s different customer base.

The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation, or when the trade receivables are over 365 days past due, whichever occurs earlier. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Company’s provision matrix.

December 31, 2020

Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost	0 to 30 Days $ 79,555 - $ 79,555	31 to 90 Days 91 to 180 Days $ 256 $ 73 - - $ 256 $ 73	Total $ 79,884 - $ 79,884

December 31, 2019 Gross carrying amount Loss allowance (Lifetime ECLs) Amortized cost	0 to 30 Days $ 69,975 - $ 69,975	31 to 90 Days 91 to 180 Days $ 1,264 $ - - - $ 1,264 $ -	Total $ 71,239 - $ 71,239

The Company did not recognize an allowance for impairment loss as of December 31, 2020 and 2019 and there are no the movements of the loss allowance during the year.

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9. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Subsidiaries Associates		December	December	31
		2020 $ 43,602,900 2,018,722 $ 45,621,622		2019
				$ 45,336,359 2,015,740 $ 47,352,099

a.Investments in subsidiaries

	December 31	December 31
2020	% of Ownership 100 100 68 74	2019
Carrying Amount $ 31,050,956 8,163,260 2,299,914 2,088,770 $ 43,602,900		Carrying Amount $ 32,648,819 8,238,724 2,284,803 2,164,013 $ 45,336,359	% of Ownership
			100 100 68 74

The calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments were based on the subsidiaries’ audited financial statements as of December 31, 2020 and 2019.

b. Investments in associates

December 31 2020 2019 Associates that are not individually material $ 2,018,722 $ 2,015,740 Aggregate information of associates that are not individually material:		December 31	December 31	December 31
				2019
				$ 2,015,740

The Company’s share of: Profit Other comprehensive income Total comprehensive income for the year		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 $ 97,563 (82,256) $ 15,307		2019
				$ 14,072 (37,200) $ (23,128)

The calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments were based on the associates’ financial statements that have not been audited. Management believes there is no material impact on the

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equity method of accounting or the calculation of the share of profit or loss and other comprehensive income, from the financial statements that have not been audited.

10. PROPERTY, PLANT AND EQUIPMENT

Cost Balance at January 1, 2019 Additions Reclassified Derecognition by replacement Balance at December 31, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Depreciation Derecognition by replacement Balance at December 31, 2019 Carrying amounts at December 31, 2019 Cost Balance at January 1, 2020 Additions Disposals Reclassified Derecognition by replacement Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation Disposals Derecognition by replacement Balance at December 31, 2020 Carrying amounts at December 31, 2020		Land $ 1,092 - - - $ 1,092 $ - - - $ - $ 1,092 $ 1,092 - - - - $ 1,092 $ - - - - $ - $ 1,092	Transportation $ 2,905,149 91,856 - ( 53,868) $ 2,943,137 $ 2,039,294 126,592 ( 53,868) $ 2,112,018 $ 831,119 $ 2,943,137 87,871 - 928 (70,225) $ 2,961,711 $ 2,112,018 133,204 - (70,225) $ 2,174,997 $ 786,714		Miscellaneous $ 41,948 223 6,673 - $ 48,844 $ 37,999 3,090 - $ 41,089 $ 7,755 $ 48,844 294 (18,186) 75,493 - $ 106,445 $ 41,089 24,731 (18,153) - $ 47,667 $ 58,778		Total
			( (			( (	$ 2,948,189 92,079 6,673 53,868) $ 2,993,073 $ 2,077,293 129,682 53,868) $ 2,153,107 $ 839,966 $ 2,993,073 88,165 (18,186) 76,421 (70,225) $ 3,069,248 $ 2,153,107 157,935 (18,153) (70,225) $ 2,222,664 $ 846,584

The Company carries out a periodic review of the impairment assessment for the ships used for transportation; after the review, the Company found no material indication of impairment for the years ended December 31, 2020 and 2019.

Transportation equipment 1-18 years Miscellaneous 3-5 years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 23.

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11. LEASE ARRANGEMENTS

The Company leases certain business spaces office and office equipment which qualify as short-term leases and as low-value asset leases. The Company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

Expenses relating to short-term leases Expenses relating to low-value asset leases Total cash outflow for leases		For the Year Ended December 31	For the Year Ended December 31
		2020 $ 24,071 $ 193 $ 24,264	2019
			$ 21,416 $ 2,230 $ 23,646

12. BORROWINGS

a. Short-term loans

b.	Unsecured borrowings Credit borrowings Interest rate Short-term bills payable December 31, 2020		December 31	December 31	December 31
					2019
					$ 6,500,000 0.90% - 0.95%

Promissory Institution Commercial paper Bank SinoPac Chang Hwa Commercial Bank Mega Bills Finance Co., Ltd. Credit Agricole Corporate & Investment Bank The Shanghai Commercial & Savings Bank, Ltd. International Bills Finance Corporation China Bills Financial Corporation Far Eastern International Bank Co., Ltd. Taiwan Finance Corporation	Nominal Amount $ 2,500,000 1,500,000 750,000 600,000 500,000 400,000 400,000 350,000 270,000 $ 7,270,000	Discount Amount ( $ 546 ) ( 2,110 ) ( 103 ) ( 237 ) ( 80 ) ( 54 ) ( 27 ) ( 145 ) ( 19) ($ 3,321)		Carrying Value $ 2,499,454 1,497,890 749,897 599,763 499,920 399,946 399,973 349,855 269,981 $ 7,266,679	Interest Rate
					0.798% 0.828% 0.828% 0.758% 0.838% 0.828% 0.828% 0.758% 0.828%

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December 31, 2019

Promissory Institution Commercial paper Chang Hwa Commercial Bank Mega Bills Finance Co., Ltd. China Bills Financial Corporation The Shanghai Commercial & Savings Bank, Ltd. Taiwan Finance Corporation	Nominal Amount $ 1,050,000 750,000 600,000 500,000 300,000 $ 3,200,000	Discount Amount ( $ 372 ) ( 99 ) ( 142 ) ( 26 ) ( 39) ($ 678)		Carrying Value $ 1,049,628 749,901 599,858 499,974 299,961 $ 3,199,322	Interest Rate
					0.970% 0.958% 0.958% 0.958% 0.958%

c. Long-term borrowings

Unsecured bank loans Less: Current portion Long-term borrowings		December	December	31
		2020 $ 12,960,684 1,149,684 $ 11,811,000		2019
				$ 14,431,648 1,035,000 $ 13,396,648

Long-term borrowings are for the purpose of general operations, with loan periods ranging from 1 month to 5 years and with interest rate ranges of 0.63%-1.50% and 0.83%-1.50% as of December 31, 2020 and 2019, respectively.

13. OTHER PAYABLES

Remuneration to directors Employees’ compensation Dock repairs Material consumption and repairs Salaries and bonuses Port charges Others		December	December	31
		2020 $ 132,088 48,877 33,687 20,840 18,330 7,864 59,633 $ 321,319		2019
				$ 141,172 58,077 40,639 34,398 39,460 9,848 74,778 $ 398,372

14. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a statemanaged defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

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b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 5% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the parent company only balance sheets in respect of the Company’s defined benefit plans were as follows:

Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities		December 31 2020 2019 $ 186,505 $ 204,319 (68,597) (80,774) $ 117,908 $ 123,545	December 31 2020 2019 $ 186,505 $ 204,319 (68,597) (80,774) $ 117,908 $ 123,545	December 31 2020 2019 $ 186,505 $ 204,319 (68,597) (80,774) $ 117,908 $ 123,545
		2020 $ 186,505 (68,597) $ 117,908
				$ 204,319 (80,774) $ 123,545

Movements in net defined benefit liabilities were as follows:

Balance at January 1, 2019 Current service cost Net interest expense (income) Recognized in profit or loss Remeasurement Return on plan assets (excluding amounts included in net interest) Actuarial loss - changes in demographic assumptions Actuarial loss - changes in financial assumptions Actuarial gain - experience adjustments Recognized in other comprehensive income	Present Value of the Defined Benefit Obligation $ 217,891 3,238 1,907 5,145 - 768 3,824 404 4,996	Fair Value of the Plan Assets ($ 71,267) - ( 643) ( 643) ( 2,693 ) - - - ( 2,693)		Net Defined Benefit Liabilities
			$ 146,624 3,238 1,264 4,502 ( 2,693 ) 768 3,824 404 2,303 (Continued)

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Contributions from the employer Benefits paid Balance at December 31, 2019 Current service cost Net interest expense (income) Recognized in profit or loss Remeasurement Return on plan assets (excluding amounts included in net interest) Actuarial loss - changes in demographic assumptions Actuarial loss - changes in financial assumptions Actuarial gain - experience adjustments Recognized in other comprehensive income Contributions from the employer Benefits paid Balance at December 31, 2020	Present Value of the Defined Benefit Obligation $ - ( 23,713) 204,319 3,109 1,277 4,386 - 1,369 1,936 11,832 15,137 - ( 37,337) $ 186,505	Fair Value of the Plan Assets ( $ 21,850 ) 15,679 ( 80,774) - ( 519) ( 519) ( 2,761 ) - - - ( 2,761) ( 4,610 ) 20,067 ($ 68,597)	Net Defined Benefit Liabilities
	( (		( $ 21,850 ) ( 8,034) 123,545 3,109 758 3,867 ( 2,761 ) 1,369 1,936 11,832 12,376 ( 4,610 ) ( 17,270) $ 117,908

(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:

1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

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Discount rate(s) Expected rate(s) of salary increase - ship crew Expected rate(s) of salary increase - staff	December 31
	2020 2019 0.500% 0.625% 1.500% 1.500% 3.000% 3.000%

Discount rate(s) 0.25% increase 0.25% decrease Expected rate(s) of salary increase 0.25% increase 0.25% decrease		December	December	31
		2020 $ 3,867) $ 4,012 $ 3,872 $ 3,754)		2019
	( (		( (	$ 3,830) $ 3,967 $ 3,829 $ 3,718)

Expected contributions to the plan for the next year Average duration of the defined benefit obligation		December	December	31
		2020 $ 4,956 9.1 years		2019
				$ 4,536 8.4 years

15. EQUITY

a. Common share capital

December	December	31
2020 880,000 845,056 December		2019
		880,000 845,056 31
		2019
	$	8,800,000 8,450,557
	$

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b. Capital surplus

May be used to offset a deficit, distributed as cash dividends or transferred to share capital (Note) Conversion of bonds Excess of merger May only be used to offset a deficit Donations Share of change in capital surplus of associates or joint ventures		December	December	31 2019 $ 93,474 5,428 (Continued) 31 2019 16,200 50 $ 115,152 (Concluded)
		2020 $ 93,474 5,428 December

		2020 16,197 64 $ 115,163

c. Retained earnings and dividend policy

Dividends distributed to shareholders are decided after consideration has been given to the business perspective of the Company, the life cycle of various products or service provided, capital requirement in the future and the effect of possible changes of tax laws. Dividends shall be distributed under the objective of maintaining a stable dividend policy. For issue of dividends, except to save for the purposes of improving the financial structure, reinvestments, production expansion or other capital expenditures in which capital is required, dividends distributed shall not be lower than 50% of net profit after tax deduction for offset of loses, legal reserve, and special reserve, and the cash dividend shall not be lower than 10% of shareholders’ bonus of that year.

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For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors after the amendment, refer to employees’ compensation and remuneration of directors and supervisors in Note 17-d.

The appropriations of earnings for 2019 and 2018 which have been approved in the shareholders’ meetings on June 9, 2020 and June 13, 2019, respectively, were as follows:

		Appropriation of Earnings	Appropriation of Earnings	Appropriation of Earnings	Appropriation of Earnings		Dividend Per Share	Dividend Per Share	Dividend Per Share	Dividend Per Share
		2019			2018		2019			2018
Legal reserve	$	183,083			$ 166,884
Special reserve			-	(	2,000,954 )
Cash dividends		1,605,606			1,521,100	$		1.9	$	1.8
	$	1,788,689		(	$ 312,970)
The appropriations of earnings for		2020	which had been proposed by				the Company’s			board of
directors on March 9, 2021, were as follows:
					Appropriation		Dividend
					of Earnings		Per	Share
					2020		2020
Legal reserve					$ 87,477
Special reserve					1,022,797
Cash dividends					1,014,067		$	1.2
					$ 2,124,341

The appropriations of earnings for 2020 are subject to the resolution of the shareholders’ meeting to be held on June 10, 2021.

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d. Other equity items

Balance at January 1, 2020 Exchange differences on translating the financial statements of foreign operations Unrealized valuation gain (loss) on financial assets at FVTOCI Share of other comprehensive gain (loss) of subsidiaries and associates accounted for using equity method Disposal of investment in equity instruments designated as at FVTOCI by subsidiaries and associate Balance at December 31, 2020 Balance at January 1, 2019 Exchange differences on translating the financial statements of foreign operations Unrealized valuation gain (loss) on financial assets at FVTOCI Share of other comprehensive gain (loss) of subsidiaries and associates accounted for using equity method Disposal of investment in equity instruments designated as at FVTOCI by subsidiaries and associate Balance at December 31, 2019	Exchange Differences on Translating the Financial Statements of Foreign Operations ( $ 2,330,970 ) ( 1,949,464 ) - ( 80,034 ) - ($ 4,360,468) ( $ 1,312,549 ) ( 981,092 ) - ( 37,329 ) - ($ 2,330,970)	Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value through Other Comprehensive Income $ 4,246,275 - ( 933,914) 25,274 ( 110) $ 3,337,525 $ 2,318,592 - 2,109,054 21,501 ( 202,872) $ 4,246,275	Gain (Loss) on Hedging Instruments $ 2 - - ( 1 ) - $ 1 $ 2 - - - - $ 2		Gains on Property Revaluation
					$ 133 - - 12 - $ 145 $ 133 - - - - $ 133

16. REVENUE

a. Disaggregation of revenue

Transportation Vessel management Vessel leased Others	For the Year Ended December 31 2020 2019 $ 807,652 $ 779,826 219,452 274,026 7,598 5,310 4,724 3,810 $ 1,039,426 $ 1,062,972	For the Year Ended December 31 2020 2019 $ 807,652 $ 779,826 219,452 274,026 7,598 5,310 4,724 3,810 $ 1,039,426 $ 1,062,972	For the Year Ended December 31 2020 2019 $ 807,652 $ 779,826 219,452 274,026 7,598 5,310 4,724 3,810 $ 1,039,426 $ 1,062,972
		2020 $ 807,652 219,452 7,598 4,724 $ 1,039,426

Refer to Note 4 for information relating to the relevant accounting policies.

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b. Contract balances

Contract assets - transportation services		December 31	December 31	December 31
		2020 $ -		2019
				$ 4,562

The Company measures the loss allowance for contract assets at an amount equal to lifetime ECLs. The contract assets will be transferred to trade receivables when the corresponding invoice is billed to the client, and the contract assets have substantially the same risk characteristics as the trade receivables for the same types of contracts. Therefore, the Company concluded that the expected loss rates for trade receivables can be applied to the contract assets. No impairment losses was recognized for contract assets in 2020 and 2019, respectively.

The changes in the balance of contract assets and contract liabilities primarily resulted from the timing difference between the Company’s performance and the respective customer’s payment. As of December 31, 2020 and 2019, the balance of contract liabilities was not material.

17. NET PROFIT AND OTHER COMPREHENSIVE INCOME

a. Finance costs

Interest on bank loans/commercial papers		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 $ 239,773		2019
				$ 272,034

b. Depreciation and amortization by function

Depreciation of property, plant and equipment Operating costs Operating expenses Amortization of intangible assets Operating expenses		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 $ 133,204 24,731 $ 157,935 $ 15,559		2019
				$ 126,592 3,090 $ 129,682 $ 10,786

c.Employee benefits expense

	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
	2020	Total $ 307,701 22,564 330,265 12,784 3,867 16,651		2019
Operating Costs $ 209,936 14,055 223,991 8,156 387 8,543	Operating Expenses $ 97,765 8,509 106,274 4,628 3,480 8,108		Operating Costs $ 226,473 16,345 242,818 9,227 608 9,835	Operating Expenses $ 112,506 8,767 121,273 4,206 3,894 8,100	Total
					$ 338,979 25,112 364,091 13,433 4,502 17,935

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For the Year Ended December 31

Remuneration of directors Others Total employee benefits expense				2020		Total 9,408 26,273 35,681 $ 382,597				2019
		Operating Costs - 14,135 14,135 $ 246,669		Operating Expenses 9,408 12,138 21,546 $ 135,928				Operating Costs - 14,561 14,561 $ 267,214		Operating Expenses 18,237 21,512 39,749 $ 169,122		Total
												18,237 36,073 54,310 $ 436,336

The average number of employees of the Company were 233 and 239, which include 9 and 7 directors not serving concurrently as employees, for the years ended December 31, 2020 and 2019, respectively.

The average employee benefit expenses were $1,666 thousand and $1,802 thousand for the years ended December 31, 2020 and 2019, respectively. The average salary expenses were $1,374 thousand and $1,461 thousand for the years ended December 31, 2020 and 2019, respectively. The average salary expenses decreased by 5.95% in 2020 compared to the previous year.

The Audit Committee was established in lieu of the Supervisors.

Reward policies of the Company were as follows:

1.The Company accrued remuneration of directors and managers according to the Articles of Incorporation. After the Remuneration Committee reviews and determines the remuneration and submit the results to board of directors for discussions, the remuneration is subject to the resolution of the shareholders’ meeting. Make the remuneration procedure based on the standards of bulk shipping operators listed at home and abroad and the external compensation benchmarking companies. The remuneration of directors are paid according to the results of “Self-Evaluation or Peer Evaluation of the Board of Directors,” the business performance, future development and operation risks. The remuneration of managers are paid according to the regulation of bonus which include the business performance of the Company and personal performance.
2.The reward standards, structures, and institutions for directors, and managers is based on the annual business performance, which also considers the future risk management and refers to the proportion stipulated in the Articles of Incorporation. And also be adjusted to the state of operation and the laws. In addition, reward policies, institutions, standards, and structures for directors, and managers are regularly evaluated by the "Remuneration Committee" and recommended for discussion at the board meeting.

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The Company also set goals for annual staff performance appraisal based on the regulations in Working Rules and the related codes, which is taken as the foundation for awards and punishments. Wherein, the Codes of Ethical Conduct is also a key evaluation index. “The regulation of performance bonus for on-shore personnel” is made to the Company. The bonus is based on the business performance of the vessel and the Company would calculate the bonus on the year end.
d. Employees’ compensation and remuneration of directors

According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation and remuneration of directors at rates of 1% and no higher than 1%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2020 and 2019 which were approved by the Company’s board of directors on March 9, 2021 and March 10, 2020, respectively, are as follows:

For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
2020 Accrual Rate Cash Amount 1% $ 8,390 1% 8,390	2019
Accrual Rate 1% 1%	Accrual Rate 1% 1%	Cash Amount
		$ 17,590 17,590

If there is a change in the amounts after the annual parent company only financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation and remuneration of directors approved and the amounts recognized in the parent company only financial statements for the years ended December 31, 2019 and 2018.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2021 and 2020 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

18. INCOME TAXES

a. Major components of income tax expense (benefit) recognized in profit or loss

Current tax Adjustments for prior years Income tax on unappropriated earnings Deferred tax In respect of the current year Income tax (benefit) expense recognized in profit or loss	For the Year Ended December 31	For the Year Ended December 31
	2020 ( $ 60,244 ) 2,128 ( 58,116) 1,890 ($ 56,226)	2019
		( $ 12,809 ) 105,265 92,456 9,700 $ 102,156

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A reconciliation of accounting profit and income tax benefit was as follows:

Profit before tax Income tax expense calculated at the statutory rate Non-deductible expenses in determining taxable income Tax-exempt income Deferred tax effect of earnings of subsidiaries Adjustments for prior years’ tax Unrecognized loss carryforwards Income tax on unappropriated earnings Income tax expense (benefit) recognized in profit or loss		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
				2019
			$ 1,723,851 $ 344,770 487 ( 414,819 ) 79,262 ( 12,809 ) - 105,265 $ 102,156

In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Company only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.

In accordance with Rule No. 10904550440 issued by the Ministry of Finance of Taiwan (MOF), the Company used the losses incurred in the first quarter of 2020 to estimate losses for the first six months of 2020 and this amount is deducted from the Company’s unappropriated earnings for 2018. However, for the parent company only financial reporting purpose, income tax expense is reversed to the extent that it is not probable to be repaid subsequently.

In addition, in accordance with Rule No. 10904558730 issued by the MOF, the Company has deducted the amount of dividends distributed in 2020 attributable to the increase in the beginning retained earnings for 2018 as a result of initial adoption of IFRS 9 when calculating the tax on unappropriated earnings for 2018.

b. Current tax assets and liabilities

Current tax liabilities Income tax payable		December 31	December 31	December 31
		2020 $ 46,524		2019
				$ 105,252

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c. Deferred tax assets and liabilities

For the year ended December 31, 2020

Deferred tax assets Temporary differences Defined benefit plans Property, plant and equipment ( Deferred tax liabilities Temporary differences Unappropriated earnings of subsidiaries Unrealized exchange gain For the year ended December 31, 2019			Closing Balance
		(	$ 8,105 4) $ 8,101 $ 160,000 12,473 $ 172,473 Closing Balance
Deferred tax assets Temporary differences Defined benefit plans Financial instruments at fair value through profit or loss Property, plant and equipment Deferred tax liabilities Temporary differences Unappropriated earnings of subsidiaries Unrealized exchange gain
	(	(	$ 11,708 - 5) $ 11,703 $ 162,000 12,185 $ 174,185

d. Unused loss carryforwards for which no deferred tax assets have been recognized in the parent company only balance sheets

Loss carryforwards Expiry in 2030		December 31	December 31	December 31
		2020 $ 90,821		2019
				$ -

d. Income tax assessments

The tax returns through 2018 of the Company have been assessed by the tax authorities.

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19. EARNINGS PER SHARE

The earnings and weighted-average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

a. Net profit for the year

Earnings used in the computation of basic and diluted earnings per share		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 $ 878,425		2019
				$ 1,621,695

b. The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:

follows:
Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Employee’s compensation Weighted average number of ordinary shares used in the computation of diluted earnings per share	For the Year Ended December 31
		2020 845,056 346 845,402	2019 845,056 637 845,693

If the Company offered to settle the compensation paid to employees in cash or shares, the Company assumed that the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

20. CAPITAL MANAGEMENT

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings offset by cash) and equity of the Company (comprising issued capital, reserves, retained earnings, and other equity).Key management personnel of the Company review the capital structure on a regular basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Company may adjust the amount of dividends paid to shareholders, and/or the amount of new debt issued or existing debt redeemed.

The Company is not subject to any externally imposed capital requirements.

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21. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments not measured at fair value

Management believes the carrying amounts of financial assets and financial liabilities recognized in the parent company only financial statements approximate their fair values.

b. Fair value of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy

December 31, 2020

Financial assets at FVTOCI Equity investments Domestic listed shares Domestic unlisted shares December 31, 2019 Financial assets at FVTOCI Equity investments Domestic listed shares Domestic unlisted shares	Level 1 $ 1,881,236 - $ 1,881,236 Level 1 $ 1,984,687 - $ 1,984,687	Level 2 $ - - $ - Level 2 $ - - $ -	Level 3 $ - 924,293 $ 924,293 Level 3 $ - 1,267,653 $ 1,267,653	Total $ 1,881,236 924,293 $ 2,805,529 Total $ 1,984,687 1,267,653 $ 3,252,340

December 31, 2019

There were no transfers between Levels 1 and 2 in the current and prior periods.

2) Valuation techniques and inputs applied for Level 3 fair value measurement

c. Categories of financial instruments

Financial assets Financial assets at FVTOCI - equity instruments Financial assets at amortized cost (1) Financial liabilities Amortized cost (2)	December 31	December 31
	2020 $ 2,805,529 210,142 26,097,834	2019
		$ 3,252,340 212,314 24,556,999

1) The balances included financial assets at amortized cost, which comprise cash and cash equivalents, trade receivables (including related parties), other receivables and refundable deposits.
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2) The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans (including current portion of long-term borrowings), short-term bills payable, trade payable (including related parties) and other payable.

d. Financial risk management objectives and policies

The Company’s major financial instruments include equity investments, derivative financial instruments, trade receivables, trade payables and borrowings. The Company’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Company’s policies approved by the board of directors, which provided written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and nonderivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits was reviewed by the internal auditors on a continuous basis.

1) Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Company entered into cross-currency swap contracts to mitigate the exchange rate risk and interest rates risk arising from the Company’s foreign currency denominated loans due to foreign operations.

There had been no change to the Company’s exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities exposed to foreign currency risk at the end of the reporting period are set out in Note 26.

Sensitivity analysis

The Company was mainly exposed to the USD.

The sensitivity analysis included outstanding foreign currency denominated monetary items and foreign currency denominated loans due to foreign operations, and adjusts their translation at the end of the reporting period for a 10% change in foreign currency rates. For a 10% strengthening of the New Taiwan dollar against the USD, the Company’s pre-tax profit for the years ended December 31, 2020 and 2019 would decrease by NT$2,119 thousand and NT$715 thousand, respectively. For a 10% weakening of the New Taiwan dollar against the USD, there would be an equal and opposite impact on pre-tax profit and the balances above would be negative. This was mainly attributable to the exposure to the Company’s USD denominated bank loans.

286

b) Interest rate risk

The Company was exposed to interest rate risk because entities in the Company borrowed funds at both fixed and floating interest rates.

The carrying amount of the Company’s financial assets and financial liabilities with exposure to interest rate risk at the end of the reporting period were as follows:

Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities	December 31	December 31
	2020 $ 50,437 16,681,363 19,590 9,061,000	2019
		$ 59,389 13,598,970 7,730 10,532,000

The Company is exposed to cash flow interest rate risk in relation to floating-rate bank borrowings.

The Company is also exposed to fair value interest rate risk in relation to fixed-rate bank borrowings. It is the Company’s policy to keep its borrowings at fixed rate of interests so as to minimize the cash flow interest rate risk.

Sensitivity analysis

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2020 and 2019 would decrease/increase by NT$45,207 thousand and NT$52,621 thousand, respectively, which was mainly attributable to the Company’s exposure to interest rates on its variable-rate bank borrowings.

c) Other price risk

The Company was exposed to equity price risk through its investments in equity securities. The Company manages this risk by maintaining a portfolio of investments with different risk levels. The Company’s equity price risk was mainly concentrated on equity instruments in Taiwan. Investments in equity securities are strategic investments made by the financial department of the Company.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.

287 -

If equity prices had been 10% higher/lower, pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would increase/decrease by NT$280,553 thousand and NT$325,234 thousand, as a result of the changes in fair value of financial assets at FVTOCI.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to the failure of counterparties to discharge an obligation and financial guarantees provided by the Company could arise from the carrying amount of the respective recognized financial assets as stated in the parent company only balance sheets and the contingent liabilities would be generated if the financial guarantee is called upon.

The Company adopted a policy of credit risk management regarding operations. Risk assessment of counterparties takes into consideration the financial situation, credit rating by both external and internal parties, historical transaction records, current economic condition, and other factors that might affect the payment ability of the counterparty. This information is supplied by independent rating agencies where available and, if not available, the Company uses other publicly available financial information and its own trading records to rate its major customers.

The Company’s concentration of credit risk was related to the top five customers of the Company whose balances of trade receivables are among the top five. The Company’s exposure and the credit ratings of its counterparties are continuously monitored. When the counterparties are associates, the Company will consider them as of similar nature with the counterparties. In the years 2020 and 2019, the credit risk concentration was immaterial for any counterparty at any point in time.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Company had available unutilized short-term bank loan facilities of NT$7,895,200 thousand and NT$11,566,000 thousand, respectively.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, and continuously monitoring forecast and actual cash flows as well as matching the maturity profiles of financial assets and liabilities.

a) Liquidity and interest rate risk tables for non-derivative financial liabilities

288

The tables have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. The tables included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

December 31, 2020

Non-interest bearing Floating interest rate Fixed interest rate December 31, 2019 Non-interest bearing Floating interest rate Fixed interest rate		On Demand or Within 1 Year $ 355,471 830,075 13,524,514 $ 14,710,060 On Demand or Within 1 Year $ 426,029 1,144,296 9,777,685 $ 11,348,010		1-5 Years $ - 8,407,161 3,582,474 $ 11,989,635 1-5 Years $ - 9,672,391 4,031,478 $ 13,703,869	More Than 5 Years	More Than 5 Years
					$ - - - $ - More Than 5 Years
						$ - - - $ -

Taking into account the Company’s financial position, management does not believe that it is probable that the banks will exercise their discretionary rights to demand immediate repayment.

The amount of floating interest rate instruments of the non-derivative financial assets and liabilities will vary due to the difference between the floating interest rate and the expected interest rate on the balance sheet dates.

22. TRANSACTIONS WITH RELATED PARTIES

a. Related party name and category

Related Party Name

Related Party Category

Asia Cement Corporation (Asia Cement) Investors that have significant influence over the Company U-Ming Marine Transport (Singapore) Private Limited Subsidiary (U-Ming Singapore) U-Ming Marine Transport (Hong Kong) Limited (USubsidiary Ming Hong Kong) Overseas Shipping Pte. Ltd. (OSPL) Subsidiary Yuan Ding Co., Ltd. (Yuan Ding) Related party in substance Asia Engineering Enterprise Corporation (Asia Related party in substance Engineering) Far Eastern New Century Corporation (FENC) Related party in substance

289 -

b. Operating revenue

Account Items Freight revenue	Related Party Category/Name Investors that have significant influence over the Company Asia Cement Subsidiaries U-Ming Singapore U-Ming Hong Kong		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
			2020		2019
			$ 532,516 217,146 12,055 $ 761,717		$ 545,483 104,509 11,851 $ 661,843

c. Purchases

Account Items Freight costs	Related Party Category/Name Related parties in substance		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
			2020		2019
			$ 30,713		$ 7,912

The Company engages substantive related parties to provide ship material and repair services to the Company, and the relevant expenses are recognized as freight costs.

d. Receivables from related parties (excluding loans to related parties)

Account Items Trade receivables from related parties Other receivables	Related Party Category/Name Investors that have significant influence over the Company Asia Cement Subsidiaries Subsidiaries U-Ming Singapore Others		December 31	December 31	December 31
			2020		2019
			$ 70,470 145 $ 70,615 $ 24,694 2,503 $ 27,197		$ 63,349 - $ 63,349 $ 31,731 - $ 31,731

The outstanding trade receivables from related parties are unsecured. No impairment loss was recognized for trade receivables from related parties for the years ended December 31, 2020 and 2019.

e.Payables to related parties (excluding loans from related parties)

Account Items Trade payables - related parties	Related Party Category/Name Related party in substance		December 31	December 31	December 31
			2020		2019
			$ 391		$ 393

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f. Prepayments

Account Items Prepaid expenses	Related Party Category/Name Related party in substance Asia Engineering Subsidiaries U-Ming Singapore U-Ming Hong Kong		December 31	December 31	December 31
			2020		2019
			$ - 10,870 1,720 $ 12,590		$ 34,262 18,529 6,200 $ 58,991

g. Loans from related parties

For information about balance and interest rate of loans from related parties, refer to Table 1.

h. Endorsements and guarantees

Related Party Category/Name Subsidiaries Amount endorsed Amount utilized Liabilities recognized		December 31	December 31	December 31
		2020 $ 5,690,474 $ 5,690,474 $ -		2019
				$ 8,021,634
				$ 7,356,078
				$ -

For information about endorsements and guarantees, refer to Table 2.

i. Others

Account Items Temporary payments Account Items Temporary receipts Rent expense Other revenue	Related Party Category Subsidiaries U-Ming Hong Kong U-Ming Singapore Related Party Category Investors that have significant influence over the Company Asia Cement (Note 1) Subsidiaries U-Ming Hong Kong U-Ming Singapore Investors that have significant influence over the Company Related party in substance Yuan Ding (Note 2) Subsidiaries U-Ming Singapore Others Related party in substance FENC (Note 3)		December 31	December 31	December 31
			2020		2019
			$ 675 $ 1,940 3,761 1,464 $ 4,436 $ 3,404 For the Year Ended December 31
			2020		2019
			$ 15,000 500 500 $ 16,000 $ - 20,043 $ 20,043 $ 24,227 2,475 6,970 $ 33,672		$ 15,000 - - $ 15,000 $ 371 13,373 $ 13,744 $ 31,649 - 6,150 $ 37,799

Note 1: Asia Cement deposited to the Company revolving funds for ships.

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Note 2: Refundable deposits for the lease were both NT$4,573 thousand as of December 31, 2020 and 2019.

Note 3: Remuneration of directors.

j. Compensation of key management personnel

Short-term employee benefits Post-employment benefits		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2020 $ 27,573 3,140 $ 30,713		2019
				$ 45,910 3,140 $ 49,050

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

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23. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets had been pledged or mortgaged as collateral for certain short-term bank loans and cash deposits of Taiwan Power Company:

Property, plant and equipment (transportation) Financial assets at FVTOCI - current Pledged deposits (classified as refundable deposits)		December 31	December 31	December 31
		2020 $ 706,717 354,300 35,000 $ 1,096,017		2019
				$ 767,724 370,425 43,500 $ 1,181,649

24. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company were as follows:

a. Significant commitments

1)The Company entered into a long-term agreement with Taiwan Power Company (TPC) to provide voyage charter services of Panama Xtreme vessel on the pacific route through April 2024.
2)The Company entered into an agreement with Taiwan Power Company (TPC) to provide operational services for two ships of TPC - Taipower Prosperity I and Taipower Prosperity II. The agreement was canceled in September 2020 because ships were sold forward.
3) The Company had provided commitment letters to Chinatrust Commercial Bank for the credit line of subsidiaries Yue-Li and Yue-Tung for NT$100,000 thousand and NT$50,000 thousand, respectively. According to the commitment letters, the Company had provided the sustainability plan of investment ratio and arrangement of borrowers’ repayment obligation. The Company had not provided any guarantee and obligation to the commitment items.
b. Contingencies

The Company had financial guarantees given to banks in respect of banking facilities to subsidiaries. Refer to Note 22(h) for the details.

25. OTHER ITEMS

The impact of the COVID-19 pandemic results in a decline in operating revenue in 2020 compared with the same period last year. The market freight rate has been gradually returning to a reasonable level since June 2020, and the Company operations has gradually returned to normal. The Company assessed that there was no doubts about continued operations, asset impairment, and financing risks at this stage.

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26. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Company’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and the respective functional currencies were as follows:

December 31, 2020

		Foreign		Carrying	Carrying
	Currencies				Amount
		(In		(In	Thousands
	Thousands)		Exchange Rate		of NTD)
Financial assets
Monetary items
USD	$	2,074	28.480 (USD:NTD)	$	59,062
Non-monetary items
Investments accounted for using equity
method
USD		1,376,904	28.480 (USD:NTD)	$39,214,216
Financial liabilities
Monetary items
USD		1,330	28.480 (USD:NTD)	$	37,871
December 31, 2019
		Foreign		Carrying
	Currencies				Amount
		(In		(In	Thousands
	Thousands)		Exchange Rate		of NTD)
Financial assets
Monetary items
USD	$	1,903	29.980 (USD:NTD)	$	57,043
Non-monetary items
Investments accounted for using equity
method
USD		1,363,827	29.980 (USD:NTD)	$40,887,543
Financial liabilities
Monetary items
USD		1,664	29.980 (USD:NTD)	$	49,890

294

Realized and unrealized foreign exchange gains (losses) by significant foreign currency were as follows:

For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
2020	2019 Net Foreign Exchange Gains (Losses) Exchange Rate $ 7 30.912 (USD:NTD)	2019
Exchange Rate 28.549 (USD:NTD)			Net Foreign Exchange Gains (Losses)
			(	$ 5,733)

27. SEPARATELY DISCLOSED ITEMS

a. Information about significant transactions and investees:
1) Financing provided to others. (Table 1)
2) Endorsements/guarantees provided. (Table 2)
3) Marketable securities held (excluding investments in subsidiaries and associates). (Table 3)
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital. (None)
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paidin capital. (None)
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paidin capital. (Table 5)
9) Trading in derivative instruments. None.
10) Information on investees. (Table 6)
b. Information on investments in mainland China:
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriated investment income, and limit on the amount of investment in the mainland China area. (Table 7)
2) Significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None
295 -
c. Information of major shareholders：List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)

296

TABLE 1

U-MING MARINE TRANSPORT CORPORATION

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

No.	Lender	Borrower	Financial Statement Account	Related Party	Highest Balance for the Period (Note b)	Ending Balance (Note b)	Actual Borrowing Amount (Note b)	Interest Rate	Nature of Financing	Business Transaction Amounts	Reasons for Short-term Financing	Allowance for Impairment Loss	Collateral	Collateral	Financing Limit for Each Borrower (Note b)	Aggregate Financing Limits (Note b)
													Item	Value
1	U-Ming Singapore	Winyield New Cape Asia Eagle Cape Asia (III) Cape Asia	Long-term receivables - related parties Long-term receivables - related parties Other receivable - related parties Long-term receivables - related parties Long-term receivables - related parties	Y Y Y Y Y	765,668 85,440 28,480 103,952 2,848	725,796 85,440 28,480 85,440 2,848	683,076 (Note c) 69,456 (Note c) - 68,066 2,848	- - - - -	Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing	- - - - -	Purchasing equipment of transportation and operational revolving fund Purchasing equipment of transportation and operational revolving fund Purchasing equipment of transportation and operational revolving fund Purchasing equipment of transportation and operational revolving fund Operational revolving fund	- - - - -	- - - - -	- - - - -	30% of net worth of subsidiary $9,315,287 30% of net worth of subsidiary $9,315,287 30% of net worth of subsidiary $9,315,287 30% of net worth of subsidiary $9,315,287 30% of net worth of subsidiary $9,315,287	40% of net worth of subsidiary $12,420,382 40% of net worth of subsidiary $12,420,382 40% of net worth of subsidiary $12,420,382 40% of net worth of subsidiary $12,420,382 40% of net worth of subsidiary $12,420,382
2	U-Ming Hong Kong	ITG-U-Ming Shipping	Other receivables - related parties	Y	41,866	41,866	27,341	-	Short-term financing	-	Short-term financing	-	-	-	30% of net worth of subsidiary $2,448,978	40% of net worth of subsidiary $3,265,304

Note a: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020.

Note b: 1. The total amount available from U-Ming Marine Transport Corporation and its domestic subsidiaries for financing shall not exceed 50% of the borrower’s net worth per their most recent financial statements, the total financing amount for borrowers with short-term financing needs shall not exceed 15% of the borrower’s net worth, and the individual financing amount to each of such borrowers shall not exceed 5% of the borrower’s net worth.
The total amount available for financing from U-Ming (Singapore), U-Ming (Hong Kong), and foreign subsidiaries shall not exceed 50% of the net worth of the borrower, the total financing amount for borrowers with short-term financing needs shall not exceed 40% of the net worth of the borrower, and the individual amount available for financing to each of such borrowers shall not exceed 30% of the net worth of the borrower.
Note c: The financing amounts listed in Table 1 pertains only to the actual amounts utilized, and does not include the share of the loss of associates accounted for using the equity method of NT$80,303 thousand offset against long-term receivables - related parties.
297 -

TABLE 2

U-MING MARINE TRANSPORT CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

No.	Endorser/Guarantor	Endorsee/Guarantee	Endorsee/Guarantee	Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Note a)	Maximum Amount Endorsed/ Guaranteed During the Period (Note a)	Ending Balance (Note a)	Actual Borrowing Amount (Note a)	Amount Endorsed/ Guaranteed by Collaterals	Ratio of Accumulated Amount to Net Equity in Latest Financial Statement	Aggregate Endorsement/ Guarantee Limit (Note a and b)	Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries	Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent	Endorsement/ Guarantee Given On Behalf of Companies in Mainland China
		Name	Relationship
0	U-Ming Marine Transport Corporation	U-Ming Singapore U-Ming Hing Kong	A subsidiary A subsidiary	50% of net worth of the Company $11,587,748 50% of net worth of the Company $11,587,748	$ 8,444,705 632,256	$ 5,071,888 618,586	$ 5,071,888 618,586	$ - -	21.88% 2.67%	Net worth of the Company $23,175,494 Net worth of the Company $23,175,494	Y Y	- -	- -
1	U-Ming Singapore	Winyield	An investee accounted for using equity method by subsidiary	50% of net worth of the subsidiary $15,525,478	84,728	69,776	69,776	-	0.22%	Net worth of the subsidiary $31,050,956	-	-	-
2	Yue-Li	Da Ju Fiber Co., Ltd.	The subsidiary is its supervisor	50% of net worth of the subsidiary $1,686,638	116,280	116,280	-	-	-	Net worth of the subsidiary $3,373,275	-	-	-

Note a: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020.

298

TABLE 3

U-MING MARINE TRANSPORT CORPORATION

MARKETABLE SECURITIES HELD

DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Holding Company Name	Type and Name of Marketable Securities	Relationship with the Holding Company	Financial Statement Account		December 31, 2020	December 31, 2020		Note	Note	Limit
				Shares/Units (Thousand)	Carrying Value	Percentage of Ownership (%)	Fair Value (Note c)	Shares Provided as Pledge (Thousand) (Note b)	Value of Pledged or Mortgaged Asset
U-Ming Marine Transport Corporation Yue-Li Yue-Tung	Common stocks Far Eastern International Bank Far Eastern New Century Corporation Asia Cement Corporation Far EasTone Telecommunications Co., Ltd. Oriental Union Chemical Corp., Far Eastern Department Stores Ltd. Yue Yuan Investment Corporation Common stocks Far Eastern International Bank Asia Cement Corporation Oriental Union Chemical Corp. CSBC Corporation, Taiwan Far Eastern Department Stores Ltd. Far Eastern New Century Corporation Far EasTone Telecommunications Co., Ltd. Everest Textile Co., Ltd. Da Ju Fiber Co., Ltd. Phison Electronics Corp. GIGABYTE Technology Co., Ltd. Common stocks Far Eastern International Bank Far Eastern New Century Corporation Asia Cement Corporation Far EasTone Telecommunications Co., Ltd. Ding Shen Investment Co., Ltd. Yue Yuan Investment Corporation	The chairman of the Company is its vice- chairman The chairman is the same The major stockholder The chairman is the same The chairman is the same The chairman is the same An investee accounted for using equity method by major stockholder The chairman of the parent company is its vice- chairman The major stockholder of the parent company The chairman of the parent company is the same The subsidiary is its director The chairman of the parent company is the same The chairman of the parent company is the same The chairman of the parent company is the same The chairman of the parent company is its director The subsidiary is its supervisor None None The chairman of the parent company is its vice- chairman The chairman of the parent company is the same The major stockholder of the parent company The chairman of the parent company is the same The subsidiary is its director An investee accounted for using equity method by major stockholder of the parent company	Financial assets at fair value through other comprehensive income - current Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - current Same as above Same as above Same as above Same as above Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through profit or loss - current Same as above Financial assets at fair value through other comprehensive income - current Same as above Same as above Same as above Financial assets at fair value through other comprehensive income - non-current Same as above	80,989 31,180 1,793 331 99 4 91,487 151,236 13,240 4,862 2,652 1,769 1,516 2 5 29,937 86 35 134,165 8,057 7,628 510 40,329 9,537	$ 878,735 902,675 77,457 20,257 2,007 105 924,293 1,640,912 571,972 98,694 75,460 42,456 43,882 113 53 969,649 28,595 2,723 1,455,695 233,255 329,550 31,212 293,565 96,353	2 1 - - - - 18 4 - 1 1 - - - - 19 - - 4 - - - 18 2	$ 878,735 902,675 77,457 20,257 2,007 105 924,293 1,640,912 571,972 98,694 75,460 42,456 43,882 113 53 969,649 28,595 2,723 1,455,695 233,255 329,550 31,212 293,565 96,353	- 10,000 1,500 - - - - 94,166 10,600 2,000 - - - - - - - - 11,282 8,000 7,585 500 - -	$ - 289,505 64,800 - - - - 1,021,700 457,920 40,600 - - - - - - - - 122,414 231,600 327,672 30,600 - -	- (Note a) (Note a) - - - - (Note a) (Note a) (Note a) - - - - - - - - (Note a) (Note a) (Note a) (Note a) - -

(Continued)

299 -

Holding Company Name	Type and Name of Marketable Securities	Relationship with the Holding Company	Financial Statement Account		December 31, 2020	December 31, 2020		Note	Note	Limit
				Shares/Units (Thousand)	Carrying Value	Percentage of Ownership (%)	Fair Value (Note c)	Shares Provided as Pledge (Thousand) (Note b)	Value of Pledged or Mortgaged Asset
U-Ming Singapore U-Ming Hong Kong Falcon OSPL	Beneficiary certificates Opas Fund Segregated Portfolio Tranche A Hutchison Port Holdings Trust Bonds Standard Chartered Bond Standard Chartered Bond Beneficiary certificates Opas Fund Segregated Portfolio Tranche A Opas Fund Segregated Portfolio Tranche C Bonds Societe Generale Bond Societe Generale Bond Common stocks Asia Cement (China) Holdings Corporation China Sanshui Cement Group Ltd. Bonds Lloyds Bank Plc Bond BNP Paribas Bond Societe Generale Bond Standard Chartered Bond Lloyds Bank Plc Bond BNP Paribas Bond Societe Generale Bond Standard Chartered Bond Bonds Standard Chartered Bond Standard Chartered Bond	Related party in substance None None None Related party in substance Related party in substance None None The major stockholder of parent company is the same The major stockholder of parent company is the same None None None None None None None None None None	Financial assets at fair value through profit or loss - current Same as above Financial assets at amortized cost - current Financial assets at amortized cost - non- current Financial assets at fair value through profit or loss - current Same as above Financial assets at amortized cost - current Financial assets at amortized cost - non- current Financial assets at fair value through other comprehensive income - current Same as above Financial assets at amortized cost - current Same as above Same as above Same as above Financial assets at amortized cost - non- current Same as above Same as above Same as above Financial assets at amortized cost - current Financial assets at amortized cost - non- current	27 8,050 - - 1 8 - - 16,701 1,691 - - - - - - - - - -	$ 995,650 45,394 5,000 136,901 27,619 488,690 1,086 60,958 433,766 11,369 1,001 557 565 6,243 89,718 59,613 58,950 164,153 806 23,008	- - - - - - - - - - - - - - - - - - - -	$ 995,650 45,394 5,000 136,901 27,619 488,690 1,086 60,958 433,766 11,369 1,001 557 565 6,243 89,718 59,613 58,950 164,153 806 23,008	- - - - - - - - - - - - - - - - - - - -	$ - - - - - - - - - - - - - - - - - - - -	- - - - - - - - - - - - - - - - - - - -

Note a: They cannot be traded in pledged period.

Note b: They are pledged as collateral for issuing commercial paper and credit line of bank loans.

Note c: Fair value are determined as follows: (a) listed stock closing price on December 31, 2020; (b) the fair value measurement of unlisted stocks.

Note d: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020.

(Concluded)

300

TABLE 4

U-MING MARINE TRANSPORT CORPORATION

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Company Name	Related Party	Relationship		Transaction Details	Transaction Details		Abnormal Transaction	Abnormal Transaction	Note/Accounts (Payable) or Receivable	Note/Accounts (Payable) or Receivable	Note
			Purchase/ (Sale)	Amount	% to Total	Payment Terms	Unit Price	Payment Terms	Ending Balance	% to Total
U-Ming Marine Transport Corporation U-Ming Singapore	Asia Cement U-Ming Singapore Asia Cement ITG-Uming Shipping U-Ming Marine Transport Corporation	The major shareholder Subsidiary The major shareholder of the parent company Associate The parent company	Sales Sales Sales Sales Purchase	$ (532,516) (217,146) (203,529) (218,568) 217,146	(51) (21) (3) (3) 4	Upon completion of loading, within a month - Upon completion of loading, within 8 days - -	ad hoc basis - ad hoc basis - -	ad hoc basis - ad hoc basis - -	$ 70,470 145 883 21,895 ( 145)	88 - - 8 -	- - - - -

301 -

TABLE 5

U-MING MARINE TRANSPORT CORPORATION

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Company Name	Related Party	Relationship	Ending Balance	Turnover Rate	Overdue	Overdue	Amount Received in Subsequent Period	Allowance for Impairment Loss
					Amount	Actions Taken
U-Ming Singapore	Winyield	An investee accounted for using equity method by subsidiary	Long-term receivable - related parties $602,773	-	$ -	-	$ -	$ -

Note: The above amounts were translated into New Taiwan dollars at the prevailing exchange rate of US$1=NT$28.48 as of December 31, 2020.

302

TABLE 6

U-MING MARINE TRANSPORT CORPORATION

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars)

Investor Company	Investee Company	Location	Main Businesses and Products	Original Investment Amount	Original Investment Amount	As of December 31, 2020	As of December 31, 2020	As of December 31, 2020	Net Income (Loss) of the Investee	Share of Profits (Loss)	Note
				December 31, 2020	December 31, 2019	Shares (Thousand)	Percentage of Ownership	Carrying Amount
U-Ming Marine Transport Corporation Yue-Tung U-Ming Singapore U-Ming Hong Kong Falcon	U-Ming Singapore U-Ming Hong Kong Yue-Li Yue-Tung Global Energy Maritime Co., Ltd. Yue Ding Enterprise Corporation Ding Ding Consultation Corporation Cape Asia (III) Cape Asia Winyield New Cape Asia Ltd. New Cape Asia Shipping Ltd. Eagle Falcon Yue-Li Yue-Tung OSPL ITG-Uming Shipping Drive Catalyst SPC (SP Tranche One) Drive Catalyst SPC (SP Tranche Three) Opas Fund Segregated Portfolio Company Drive Catalyst SPC	Singapore Hong Kong Taipei Taipei Taipei Taipei Taipei Marshall Islands Hong Kong Hong Kong Marshall Islands Marshall Islands Singapore British Virgin Islands Taipei Taipei Marshall Islands Hong Kong Cayman Islands Cayman Islands Cayman Islands Cayman Islands	Transport Transport Investment Investment Transport Bulk and retail sale of decorations and commodity Consultant Transport Transport Transport Transport Transport Transport Investment Investment Investment Transport Transport Investment Investment Investment Investment	$ 2,649,382 121,923 1,500,000 1,360,400 2,004,000 186,080 50,000 2 3 - - - - 661,080 700,000 489,600 474,692 578,113 122,860 119,920 1,624 491	$ 2,649,382 121,923 1,500,000 1,360,400 2,004,000 186,080 50,000 2 3 - - - - 661,080 700,000 489,600 474,692 19 122,860 119,920 1,624 491	150,146 27,000 150,000 136,040 205,410 30,245 3,340 - - - - - - - 70,000 48,960 - 41,435 4 4 - -	100 100 68 74 40 25 40 17 17 50 25 25 100 100 32 26 100 49 25 25 33 33	$ 31,050,956 8,163,260 2,299,914 2,088,770 2,018,722 459,799 87,097 77,556 102 - 1 - 87,228 959,638 1,073,361 751,736 1,476,096 622,976 108,174 128,857 1,410 470	$ 268,279 321,110 119,687 172,905 243,909 102,965 59,666 (1,525) 71 2,205 - - 6,927 29,461 119,687 172,905 119,566 35,657 (27,519) (5,572) 35 1	$ 268,279 321,110 81,605 127,146 97,563 Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable	A subsidiary A subsidiary A subsidiary A subsidiary An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An indirect subsidiary An indirect subsidiary A subsidiary A subsidiary An indirect subsidiary An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method An investee accounted for using equity method

303 -

TABLE 7

U-MING MARINE TRANSPORT CORPORATION

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Investee Company	Main Businesses and Products	Main Businesses and Products	Paid-in Capital	Method of Investment	Method of Investment	Accumulated Outward Remittance for Investments from Taiwan as of January 1, 2020	Investment Flows	Investment Flows	Accumulated Outward Remittance for Investments from Taiwan as of December 31, 2020	Net Income (Loss) of the Investee	% Ownership of Direct or Indirect Investment	Investment Gain (Loss)	Carrying Amount as of December 31, 2020	Accumulated Repatriation of Investment Income as of December 31, 2020
							Outward	Inward
U-Ming Xiamen. ITG-Uming Xiamen	Transport Transport		$ 29,579 (US$ 1,000) 45,684 (US$ 1,568)	(Note a) (Note a)		$ 29,579 (US$ 1,000) 45,684 (US$ 1,568)	$ - -	$ - -	$ 29,579 (US$ 1,000) 45,684 (US$ 1,568)	$ 544 5,434	100% 49%	$ 544 (Note b) 2,667 (Note c)	$ 38,422 42,190	$ - -

Accumulated Outward		Investment Amounts			Upper Limit on the Amount
Remittance for Investments in Mainland China as of December 31, 2020		Authorized by the Investment Commission, MOEA			of Investments Stipulated by the Investment Commission, MOEA
$75,263 (US$2,568)		$75,263 (US$2,568)			$13,905,297

Note b: The investment gain (loss) recognized was based on the investee company’s unaudited financial statements for the same period.

304

U-MING MARINE ANNUAL REPORT 2020

財務概況

TABLE 8

U-MING MARINE TRANSPORT CORPORATION AND SUBSIDIARIES

INFORMATION OF MAJOR SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2020

Name of Major Shareholder	Shares	Shares
	Number of Shares	Percentage of Ownership (%)
Asia Cement Corporation	331,701,152	39.25

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the parent company only financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

305 -

6. Financial Difficulty Incurred to the Company and Its Affiliates for the Latest Year and as of the Date of Publishing the Annual Report: None.

306

ANNUAL REPORT 2020

U-MING MARINE

Financial Position, Financial Performance, and Risk

VII. Review and Analysis of the Financial Position and Financial Results and Evaluation on Matters of Risk

1. Review and Analysis on Financial Positions

(I) Comparison and Analysis of Financial Positions

Unit: NT$000’

Year Item	31 December 2020	31 December 2019	Differences	Differences
			Increase (decrease) amount	Variation ration (%)
Current assets Property, plant and equipment Intangible assets Other assets Total assets Current liabilities Non-current liabilities Total liabilities Share capital Capital reserve Retained earnings Other interests Total equity	$ 23,253,691 29,114,345 47,038 8,227,413 60,642,487 18,389,962 19,077,031 37,466,993 8,450,557 115,163 15,632,571 (1,022,797) 23,175,494	$ 26,488,828 27,933,249 58,799 7,778,101 62,258,977 14,777,745 20,636,673 35,414,418 8,450,557 115,152 16,363,410 1,915,440 26,844,559	$ (3,235,137) 1,181,096 (11,761) 449,312 (1,616,490) 3,612,217 (1,559,642) 2,052,575 0 11 (730,839) (2,938,237) (3,669,065)	(12) 4 (20) 6 (3) 24 (8) 6 - 0 (4) (153) (14)
Analysis on the variation of assets, liabilities, and equity exceeding 20% for the latest two years: Assets 1. The decrease in intangible assets was primarily due to the continual amortization of costs resulting from the purchases of computer software amortization and the introduction of information systems such as optimized fleet safety management systems and HRM. Liabilities 2. The increase in current liabilities was primarily due to the increase in short-term notes payable and financial liabilities at fair value through profit or loss at the end of 2020. Equity 3. The decrease in other interests was primarily due to the decrease in the differences arising from the translation of foreign operating institutions’ financial statements and the decrease in unrealized gains or losses on financial assets at fair value through other comprehensive income.

307 -
Note: Financial information prepared by adopting IFRSs and was certified by CPAs for the latest two years.
(II) Effects of Changes in Financial Positions: No significant effect on financial positions.
(III) Future Countermeasures: Not applicable.

308

U-MING MARINE ANNUAL REPORT 2020

Financial Position, Financial Performance, and Risk

2. Review and Analysis on Financial Performance

(I) Comparison and Analysis of Financial Performance

Unit: NT$000’

Year Item	31 December 2020	31 December 2019	Differences	Differences
			Increase (decrease) amount	Variation ration (%)
Operating income Operating costs Operating gross profit Operating expenses Operating gains Non-operating income and expenses Net profit before tax Income tax expenses Net profit for the period Other comprehensive income for the period Total comprehensive income for the period Net profit attributable to the owner of the parent company Total comprehensive income attributable to the owner of the parent company Total comprehensive income attributable to the owner of the parent company	$ 8,507,364 7,571,809 935,555 426,212 509,343 323,509 832,852 (45,573) 878,425 (2,941,713) (2,063,288) 878,425 (2,063,288)	$ 10,067,914 8,173,206 1,894,708 438,981 1,455,727 284,073 1,739,800 118,105 1,621,695 1,118,819 2,740,514 1,621,695 2,740,514	$(1,560,550) (601,397) (959,153) (12,769) (946,384) 39,436 (906,948) (163,678) ( 743,270) (4,060,532) (4,803,802) ( 743,270) (4,803,802)	(16) (7) (51) (3) (65) 14 (52) (139) (46) (363) (175) (46) (175)
Analysis on the variation of freight income, operating gains, and profit before tax exceeding 20% for the latest two years: 1. The decrease in operating gross profit, operating gains, net profit before tax, and net profit for the period was primarily due to the decrease in freight income in general resulting from the decrease in domestic demand of nations on major routes (such as China and Australia) under the effect of COVID-19. For costs, the decrease in operating gains, net profit before tax,and netprofit for theperiod were due to the relatively

309 -

high fixed costs for the shipping vessel carriage industry (depreciation of ship and the cost amortization for expenses related to the increasing repair work for ships and docks for the year.

2.The decrease in income tax expenses was primarily due to the adjustments made to income tax expenses of prior years in 2020.
3.The decrease in other comprehensive income and total comprehensive income was primarily due to the decrease in exchange differences arising from the translation of foreign operating institutions’ net assets from their functional currencies to the Company’s presentation currency (i.e., NTD) in 2020 as compared to 2019.

Note: Financial information prepared by adopting IFRSs and was certified by CPAs for the latest two years.

(II) Expected Sales Volume for the Following Year and Its Basis, Potential Effects on the Company’s Future Financial Operations, and Countermeasures:

The Company operates in the bulk shipping industry and primarily provides shipping services to customers through commissioned ships based on ranges or hours. For details on primary affecting factors for the continual growth or recession of the future market, please see the content of “Market and Production and Sales Overview – Market Analysis” in “Chapter 5. Business Overview” of the Company’s annual report.

310

U-MING MARINE ANNUAL REPORT 2020

Financial Position, Financial Performance, and Risk

3. Examination and Analysis on Cash Flows

(I) Analysis on Variation of Cash Flows for the Latest Year

				Unit: NT$000’	Unit: NT$000’
Cash balances at the beginning of the period 	Net cash flows from operating activities throughout the year 	Cash outflows throughout the year 	Remaining (insufficien t) cash `＋``＋`	Remedial measures for insufficient cash
				Investme nt plan	Wealth managem ent plan
$15,879,242	$ 3,448,289	$ (5,974,843)	$13,352,688	None	None
Analysis on the variation of cash flows in 2020: 1. Net cash inflows from operating activities of NT$3,448,289 thousand were primarily due to cash inflows from operations and cash dividends received. 2. Net cash outflows from investing activities of NT$6,345,283 thousand were primarily due to the increase in prepayment for transport equipment under construction. 3. Net cash inflows from financing activities of NT$1,100,972 thousand were primarily due to the increase in short-term notes payable and long-term borrowings.

(II) Improvement plan for insufficient liquidity for the latest year: Not applicable.

(III) Analysis on liquidity for the latest two years

Year Item	2020	2019	Increase (decrease ratio
Cash flow ratio (%)	18.75	30.58	(38.7)%
Cash flow adequacy ratio (%)	69.85	63.61	9.8%
Cash reinvestment ratio (%)	3.21	4.89	(34.4)%

311 -

Analysis and explanations on the variation:

The decrease in cash flow ratio was primarily due to the year-on-year decrease in net cash flows from operating activities resulting from the decrease in freight income under the effect of COVID-19 in 2020 as compared to 2019.
The decrease in cash reinvestment ratio was primarily due to the decrease in net cash flows from operating activities resulting from the decrease in freight income arising from the dropping of freight rates in the sea transportation market under the effect of COVID-19 in 2020 as compared to 2019.

312

U-MING MARINE ANNUAL REPORT 2020

Financial Position, Financial Performance, and Risk

(IV) Analysis on Cash Liquidity for the Following Year

Unit: NT$000’

Cash balances at the beginning of the period 	Estimated net cash flows from operating activities throughout the year 	Estimated cash outflows throughout the year 	Estimated remaining (insufficien t) cash `＋``＋`	Remedial measures for insufficient cash	Remedial measures for insufficient cash
				Investme nt plan	Wealth managem ent plan
$ 13,352,688	$ 4,138,943	($ 3,927,637)	$13,563,994	Not applicable	Not applicable
Analysis and explanations on the variation of cash flows in 2021: 1. Operating activities: The cash inflows from operating income were primarily due to the estimated inflow of working capital and the receipt of cash dividends from investee companies in 2021. 2. Investing activities: The cash outflows from investing activities were primarily due to the increase in prepayment due to the payment for transportation equipment under construction in 2021. 3. Financing activities: The cash outflows from financing activities were primarily due to the estimated repayment of bank borrowings in 2021. Analysis on remedial measures for estimated insufficient cash and liquidity:Note applicable.

4. Effects of Significant Capital Expenditure on Financial Operations for the Latest Year

(I) Significant Capital Expenditure and Source of Fund

Unit: $000’

Project item	Actual or expected source of fund	Actual or expected completio n d a t e	Total capital required
Increase in operating equipment: the building of bulk carriers	Earnings and bank borrowings	Delivery of carriers one after another from September 2020 to October 2023	665,433

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(II) Estimated Benefits That May Incur

To improve the overall efficiency of our fleets and maintain young fleets, the Company is implementing the replacement of old ships at present and actively expanding the scale of our fleets. Except for increasing the number of ships in our original fleets, the Company further attached focuses on the design of environmental protection and energy-saving to comply with international regulations and demands. Meanwhile, to improve the efficacy of ship operations, U-Ming is committed to reducing the consumption of oil by adopting the economical speed to improve our operating performance and profitability in the environment of high oil prices, in the hope of providing diverse options and comprehensive services to the Company’s customers by the renewal of our fleets and the expansion of our businesses.

5. Examination and Analysis on Investment Policies for the Latest Year

31 December 2021 Unit: NT$000’

Explanatio n Item	Carrying amount	Policies	Primary reasons for profit or loss	Improve ment plans	Investment plan in the future
U-Ming (Singapore)	$31,050,956	Long-term investment	Gains from the operations of bulk shipping	Not applicable	None
U-Ming (Hong Kong)	8,163,260	Long-term investment	Gains from the operations of bulk shipping	Not applicable	None
Yue-Li Investment	2,299,914	Long-term investment	Dividend income	Not applicable	None
Yue-Tung Investment	2,088,770	Long-term investment	Dividend income and the recognition of investment gains using the equity method	Not applicable	None
Global Energy Maritime Corporation	2,018,722	Long-term investment	Gains on transportation operations of crude oil and refined oil product	Not applicable	None

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6. Analysis on Risk Matters

(I) Effects of Changes in Interest Rates, Currency Rates, and Inflation on

the Company’s Profit or Loss and Future Countermeasures

Effects of Changes in Interest Rates on the Company’s Profit or Loss and Future Countermeasures

Major financial instruments of the Combined Company include equity investment, derivatives, account receivables, account payables, and borrowings. The Financial Management Department of the Combined Company provides services for all business segments, coordinates the operations in domestic and international financial markets, and monitors and manages financial risks related to the operations of the Combined Company according to the internal risk report based on the analysis of the level of risk and ranges of exposures. Relevant information on the purposes of risk management and policies is disclosed on page 157 to page 161 of the Annual Report.

For 2020 and as of 31 March 2021, the balances of long-term and short-term borrowings of the Combined Company were NT$35,509,184 thousand and NT$35,201,433 thousand, accounting for 58.55% and 57.55% of the total assets, respectively. In the future, the Company will closely observe the development of interest rates to reduce the risk of changes in interest rates with its overall capital planning.

Effects of Changes in Currency Rates on the Company’s Profit or Loss and Future Countermeasures

Foreign currency deposits, account receivables, foreign currency borrowings, and derivatives held by the Company are affected by the changes in currency rates. Furthermore, the investment gains or losses on derivates held by the Company and gains or losses on currency exchange directly affect the results of the Company’s profit or loss.

For 2020 and as of 31 March 2021, ratios of gains or losses on currency exchange and gains or losses on derivates to the consolidated operating income are as follows:

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Unit: NT$000’

		Unit: NT$000’
Year Item	2020	A s o f 3 1 March 2021
Gains or losses on currency exchange	(94,312)	(4,322)
Gains or losses on derivates	(150,515)	40,400
Net gains or losses on currency exchange and derivates (A)	(244,827)	36,078
Operating income (B)	8,507,364	2,462,515
Ratio to operating income (A)/(B)	(2.88%)	1.47%

According to the table above, for 2020 and as of 31 March 2021,

the ratios of net gains or losses on currency exchange and derivates to operating income were (2.88%) and 1.47%, respectively.

The operating income of the Company is primarily denominated in USD. The Company adopts instruments of current sales, currency exchange, interest rate swap contracts, and forward foreign currency for net USD inflows to manage risks arising from currency volatility.

Effects of Changes in Interest Rates, Currency Rates, and Inflation on the Company’s Profit or Loss and Future Countermeasures

The annual growth of the average consumer price index (CPI) in the Taiwan regions in 2020 was approximately (0.23%). The inflation rate has an insignificant effect on the Company’s operations and profitability of the Company. Meanwhile, central banks in different nations pay close attention to inflation issues and have countermeasures in place. The Company actively controls its costs; therefore, it is estimated that the inflation stress may be effectively controlled in the future, and it is unlikely to have significant effects on the Company’s profit or loss.

(II) Policies on Engaging in High-Risk and High-Leverage Investments, Loans to Others, Endorsement and Guarantee, and Derivative, Transactions and Primary Reasons for Gains or Losses for the Latest Year and as of the Date of Publishing the Annual Report and Future Countermeasures

The Company had not engaged in operations of high-risk or high-

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leverage investment. Derivative transactions are for the purpose of avoiding risks arising from changes in interest rates or currency rates, and all transactions are controlled and audited according to the Company’s “Procedures for the Acquisition or Disposal of Assets”; therefore, such transactions have insignificant effects on the Company’s finance.

The execution of loans to others and endorsement and guarantee operations of the Company and subsidiaries shall comply with the “Procedures for Loans to Others” and “Procedures for Endorsement and Guarantee” passed by the Board and shareholders’ meeting. Such operations shall be regularly audited and controlled to prevent adverse effects incurred to the Company.

Information on endorsement and guarantee and loans for 2020 and as of 31 March 2021 is as follows:

Unit: NT$000’

Loans	2020	2020	As of 31 March 2021	As of 31 March 2021
	Closing b alances	Maximu m limit	Closing b alances	Maximu m limit
Loans provided by the Company	0	0	0	0
Loans provided by the Companysubsidiaries	969,870	15,685,686	971,743	15,887,499

Endorsement and guarantee	2020	2020	As of 31 March 2021	As of 31 March 2021
	Closing b alances	Maximu m limit	Closing b alances	Maximu m limit
Endorsement and guarantee provided by the Company	5,690,474	23,175,494	6,297,375	23,675,439
Endorsement and guarantee provided by subsidiaries	186,056	34,424,231	182,446	34,820,827

(III) Future R&D Plans and R&D Expenses Estimated to be Invested for the Latest Year and as of the Date of Publishing the Annual Report

The Company operates in the shipping vessel carriage industry and has no concrete R&D plan; therefore, the item is not applicable.

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(IV) Effects of Changes in Domestic and Foreign Significant Policies and Laws on the Company’s Financial Operations for the Latest Year and as of the Date of Publishing the Annual Report and Countermeasures
(V) Effects of Changes in Technologies and Industries on the Company’s Financial Operations for the Latest Year and as of the Date of Publishing the Annual Report and Countermeasures

The Company operates in the shipping vessel carriage industry and primarily provides bulk cargo shipment. Our business is highly related to the development of the international economy and trade. Changes in technologies have insignificant effects on the Company’s businesses.

Seeking the objective of sustainable corporate operations, the Company duly utilizes information technologies to organize the optimized information system, assisting the Company in improving its competitive advantages. The Company introduced the “ERP (enterprise resource planning)” software to eliminate repetitive operations and improve the Company’s operating efficacy. By using the Company’s internal electronized information and knowledge base platform, the Company keeps abreast of the first-hand information on the market; departments may also conduct real-time online sharing and communication, forming a barrier-free information platform. The Company also established its “CRM (customer relation management)” system to follow up on the latest status of customers to learn information about ourselves and customers, and in turn improve our operating efficiency.

The Company will make use of the benefits of changes in technologies, improve our business management capacity, reduce financial costs to improve the overall competitiveness of the Company. U-Ming Marine is a high information-based company with all its business operations and financial and accounting operations electronized, and a comprehensive information security protection system is also in place. However, it is uncertain that our information system may completely avoid the possibility of being attacked or paralyzed due to the everchanging computer viruses or methods of hacker attacks.

The information security management policy of the Company has

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Financial Position, Financial Performance, and Risk

three major aspects:

 System and updates:

The Company has established its Information Security Management Committee and has established a network safety workforce for its fleets to jointly maintain the Company’s and seaborne information security. Upon the occurrence of any information security accident, the Company adopts emergency management measures, secures the system’s records, performs audits on the track, detects the loophole of the protection system, and seeks methods to reinforce the protection. The Company adopted the “PlanDo-Check-Act”(PDCA) cycle operating model as its execution method, established an information security management system, and maintained its effective operations, and continued to improve. Also, the “Procedures for Network Security” have been established for our fleets to learn the network security status of our fleets at all times. Internal and external audit departments are engaged to regularly examine the information operations and execute information security health inspections on a yearly basis, so as to complete a comprehensive information security protection system.

 Technology and applications:

For the information system, the Company regularly reviews the balance between the safety and usability of the defense structure and introduces new technologies to improve the management efficiency of the fleets and the Company. Different defense technologies have also been introduced to increase the diversification of our defense. Furthermore, the Company built its local (remote) backup system based on the materiality of the system’s structure to ensure uninterrupted information services upon the occurrence of disasters.

 Drill and training:

The Company regularly implements drills for its disaster emergency management plan each year to improve employee’s capacity in emergency management, in the hope of minimizing losses arising from disasters. Meanwhile, the Company regularly organizes information security educational programs for sailing staff and publishes information security news from time to time to reinforce the overall information security concepts of the Company and our fleets.

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(VI) Effects of Changes in Corporate Image on the Company’s Crisis Management for the Latest Year and as of the Date of Publishing the Annual Report and Countermeasures

The Company has been upholding the corporate spirit of “honesty, diligence, simplicity, prudence, and innovation” and fulfilling its social responsibilities, displaying its healthy corporate image. There is no change in our corporate image causing any corporate crisis.

(VII) Expected Benefits for Mergers and Potential Risks for the Latest Year and as of the Date of Publishing the Annual Report and Countermeasures: None.
(VIII) Expected Benefits for Plant Expansions and Potential Risks for the Latest Year and as of the Date of Publishing the Annual Report and Countermeasures:

The Company operates in the shipping vessel carriage industry and has no plan for plant expansion; therefore, the item is not applicable.

(IX) Risks Arising from Concentrate Purchases or Sales for the Latest Year and as of the Date of Publishing the Annual Report and Countermeasures

For 2020 and as of Q1 of 2021, information on the primary suppliers of purchases and customers of sales is disclosed on page 94 to page 96 of the Annual Report, and there is no circumstance of concentrated purchases or sales.

(X) Effects of Mass Transfer of Equity by Directors, Supervisors, or Major Shareholders with Shareholdings Over 10% on the Company and Risks for the Latest Year and as of the Date of Publishing the Annual Report and Countermeasures

For the latest year and as of the date of publishing the Annual Report, Directors, supervisors, and major shareholders with shareholdings over 10% had not conducted any mass transfer.

(XI) Effects of Changes in Ownership on the Company and Risks for the Latest Year and as of the Date of Publishing the Annual Report and Countermeasures: None.
(XII) Significant Litigation, Non-litigation, or Administrative Dispute Event with Confirmed Judgment or Still Undergoing Related to the Company, the Company’s Directors, Supervisors, General Manager, Substantial Representative, and Major Shareholders with

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Shareholdings Over 10%, and Subsidiaries with Results That May Have Significant Effects on Shareholders’ Interests or Securities’ Price for the Latest Year and as of the Date of Publishing the Annual Report: None.

(XIII) Other Significant Risks and Countermeasures: None.

(XIV) Risk Management Policies and Regulations

1.To reinforce corporate governance, the Company has established its comprehensive risk management operations to reasonably ensure the achievement accomplishment of its operating targets. At the 5[th] meeting of the 15[th] Board on 17 March 2011, the Board passed the establishment of “Risk Management Policies and Regulations” and “Policies on Risk Matters and Management.”
2.The Company’s Audit Department uses the control self-assessment system (CSA) under the internal control system to execute the statistical analysis of key risk indicators (KRIs) of operations in the internal and external environments each year. Departments are responsible for proposing action plans for countermeasures regarding items of KRI after internal evaluation based on the business natures, and they shall make such proposals to the Selfevaluation Committee and the Board each year.
3.Except for otherwise required in the Regulations, the Company’s risk management operations shall be subject to relevant policies and procedures of the Company’s” Emergency Management Measures for Offices” and ISM’s “Onboarding Emergency Management Plan.”
321 -

(XV) Risk Management Organizational Structure

==> picture [379 x 341] intentionally omitted <==

----- Start of picture text -----

Major Risk Identification and Reasonable Assurance on
Establishment of Risk Model
Risks and Control
Materiality of Risks and Possibility of Reasonable Assurance on Risks
Board Occurrence and Control
Risk Mitigation Plan
Verification of the Effective
Risk Management Control
Self-evaluation on Risks and Control
Supervision on Risks and Control Consultancy
Operational Management Statement for Risks and Control
Internal Audit
Risks of Corporate Operating Procedures
Op
era Understand Corporate Shipping and Long-term and Shipping Affair Account
tio Markets and Missions and Shipping Affair Current Cargo and Ship Receivable
ns Customers Strategies Management Collection Maintenance Collection and
Contracts Management Dual-rate
Management
Man
agem Human Resource Development Information Technology Fixed Asset Management
and ent and Management Management
Supp
ort
Oper
ation
s Work Environment and Account Affair Management Reformation Management
Employee Health and Safety
Management
----- End of picture text -----

(XVI) Scope of Risk and Responsible Departments

Regarding the organizational structure of the Company’s risk

management, relevant management departments are held responsible based on their business natures. The Audit Department evaluates existing or potential risks for operations and prepares its risk-oriented annual audit plan, accordingly. Respective management departments for risks are described as follows:

Board:

The Company’s Board is the highest department of the Company’s risks management that aims to promote and duly realize the Company’s overall risk management in compliance with laws and regulations. It shall clearly understand risks faced by bulk shipping operations to ensure the effectiveness of risk management; it has the ultimate responsibility for risk management.

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Audit Department:

The Company’s Audit Department is an independent Department subordinated to the Board. It is responsible for ensuring the effective execution of the internal control system to duly realize functions of risk management and facilitate the healthy operations of the Company. It also provides improvement recommendations in due course to ensure the CSA operations may be continuously and effectively implements and be used as the basis for examining and modifying the internal control system.

Financial Department:

The Financial Department organizes the Company’s short-term, midterm, and long-term financial and investment strategies and provides financial consultancy and evaluation on financial risk for investment plans to senior executives. It carries out evaluations on operating risks of investment targets and manages the investment portfolio regarding investment risks, performs instruments (such as derivatives) exchange for hedging regarding currency rate and interest rate risks, arranges insurances (such as hull insurance, war risk insurance, and P&I insurance) to avoid and transfer operating risks regarding insurance planning, and organizes other insurances according to the business requirements (such as kidnap and ransom insurance, loss of hire insurance, and charterer’s liability insurance.

Business Department:

The director of the Business Department is responsible for the frontline risk management and analyzing and monitoring relevant risks in its department to ensure the risk control system and procedures may be executed effectively.

Work Department:

The Work Department strictly and carefully monitors and construction of new ships to reduce the operating risks of new ships, improves the repair and maintenance of existing fleets, keep abreast of the status of ships and shipyards to reduce the malfunction risks of ships, improve the useful lives of fleets, and allow the fleets to exert their maximum operating efficiency.

Occupational Safety and Health Office:

To comply with the requirements of the ISM Code and safety management policies that adheres to “spirits of honesty, diligence, simplicity, and prudence,” improves “safety operations of ships,” ensures “life safety on the sea,” and avoids “pollution to the maritime environment,” the Company established its Occupational Safety and Health Office to be responsible the operations of safety and health and matters related to the safety inspections of ships to achieve safe ship

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operations and work environment. It has established preventive measures based on foreseeable hazards to mitigate operating risks and improve customers’ trust.

Ship Affair Department:

To allow shipping staff to familiarize themselves with the work environment, improve safety management, and mitigate risks, the Company regularly organizes educational training regarding ISM Code on a yearly basis according to the requirements. Ships owned by the Company comply with the requirements under SOLAS and ISPS, and relevant departments had issued certificates, so as to allow shipping staff to familiarize themselves with their own security duties and the security measures for preventing illegal activities.

==> picture [369 x 306] intentionally omitted <==

7. Other Significant Events: None.

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Special Disclosures

VIII. Special Disclosures

1. Relevant Information of Affiliates

(I) Consolidated Business Report of Affiliates
Organizational Chart of Affiliates

==> picture [376 x 320] intentionally omitted <==

----- Start of picture text -----

U-Ming Marine
Transport
Corporation
99.99% 99.99%
U-Ming Marine U-Ming Marine
Transport Transport
(Singapore) Pte. (Hong Kong) Ltd.
Ltd.
100% 32% 68% 26% 74% 100%
76%
Falcon Yue-Li Yue-Tung Overseas
Investment Pte. Investment Co., Investment Co., Shipping Pte.
Ltd. Ltd. Ltd. Ltd.
100% 100%
Eagle U-Ming Marine
Investment Pte. (Xiamen)
Ltd. International Ship
Management Co.,
Ltd
----- End of picture text -----

325 -

3. Basic Information of Affiliates

Unit: Except for otherwise stated, in NT$000’

Name of Enterprises	Date of Establis hment	Address	Paid-up Capital	Primary Scope of Business or Products
U-Ming Marine Transport (Singapore) Private Limited	22 Januar y 1994	5 Little Rd., #08-01, Cemtex Industrial Building, Singapore	2,649,382	Ship transport, ship trading, and shipping affair agency
U-Ming Marine Transport (Hong Kong) Limited	20 March 2003	11thFl., Lippo Leighton Tower, 103-109, Leighton Rd., Causeway Bay, Hong Kong	121,923	Ship transport, ship trading, and shipping affair agency
Yue-Li Investment Co. Ltd.	12 April 1995	29 F., No.207, Sec. 2, Dunhua S. Rd., Da’an Dist., Taipei City, Taiwan (R.O.C.)	2,200,000	Investment businesses
Yue-Tung Investment Co., Ltd.	3 Dece mber 1999	29 F., No.207, Sec. 2, Dunhua S. Rd., Da’an Dist., Taipei City, Taiwan (R.O.C.)	1,850,000	Investment businesses

(Continued)

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Special Disclosures

(Continued)

(Continued)
N a m e o f E n t e r p r i s e s	Date of Establis hment	A d d r e s s	Paid-up Capital	P r i m a r y S c o p e o f Business or P r o d u c t s
Falcon Investment Pte. Ltd.	7 Septe mber 2006	Palm Grove House P.O. Box 438, Road Town, Tortola, British Virgin Islands	USD20,000, 001	Investment businesses
Eagle Investment Pte. Ltd.	9 Augus t 2006	5 Little Road #08-01 Cemtex Industrial Building Singapore 536983	USD 1	Transport business
Overseas Shipping Pte. Ltd.	16 July 2004	Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, The Republic of Marshall Island MH96960	USD16,000, 000	Transport business
U-Ming Marine (Xiamen) International Ship Management Co., Ltd.	19 Septe mber 2011	Rm. 2601, 26 F, Bank Center, No. 189, Xiahe Rd., Xiamen City, Fujian Province, China	USD1,000,0 00	Shipping service information consultancy

Presumed to Have Controlling and Subordination Relationship under Article 369 of the Company Act: None.
Industries Covered by the Overall Scope of Business of Affiliates

The Company has seven affiliates, including U-Ming Marine Transport (Singapore) Private Limited, U-Ming Marine Transport (Hong Kong) Limited, Yue-Li Investment Co. Ltd., Yue-Tung Investment Co., Ltd., Falcon Investment Pte. Ltd., Eagle Investment Pte. Ltd., Overseas Shipping Pte. Ltd., U-Ming Marine (Xiamen) International Ship Management Co., Ltd.. U-Ming Marine Transport (Singapore) Private Limited and U-Ming Marine Transport (Hong Kong) Limited primarily engage in the operations of bulk carrier transportation. They utilize the competitive strength of the favorable tax exemption in Singapore and Hong Kong to operate their business by using rented ships. Yue-Li Investment Co. Ltd. and Yue-Tung Investment Co., Ltd. primarily engage in investments in the shipping industry, service industry,

327 -

securities investment companies, banks, insurance companies, construction of business buildings, construction of public housing, and various production businesses; that is, they primarily engage in investment business other than the primary business of the Company. Overseas Shipping Pte. Ltd. is an overseas investment company established by U-Ming Marine Transport (Hong Kong) Limited in the Marshall Islands in 2004, primarily engaging in tanker transportation. Falcon Investment Pte. Ltd. and Eagle Investment Pte. Ltd. are overseas investment companies established by U-Ming Marine Transport (Singapore) Private Limited in BVI in 2006 (Eagle Investment Pte. Ltd. was registered in Singapore in 2020), primarily engaging in investments and transportation, respectively. To expand the cross-strait shipping business, U-Ming Marine Transport (Hong Kong) Limited invested in the establishment of Xiamen U-Ming Ship Service Co., Ltd. in 2011, and its name was changed to U-Ming Marine (Xiamen) International Ship Management Co., Ltd. in 2015. It primarily engages in international ship management and ship service information consultancy.

Information on Directors, Supervisors, and General Managers of Affiliates

15 May 2021

Name of Enterprises	Title	Name or Representative	Shares Held	Shares Held
			Number of Shares	Sharehold ing (%)
U-Ming Marine Transport Corporation	Chairman Director Director Director Director Director Director Director Independent Director Independent Director	Douglas Hsu Zhang, Tsai-Wei (corporate representative of Asia Cement) Li, Kun-Yen (corporate representative of Asia Cement) Hsu, Guo-An (corporate representative of Asia Cement) Dong, Jian-Cheng Hsu, Hsu-Ping Choo-Kiat Ong(corporate representative of Yue Ding Industry) Li, Guan-Jun (corporate representative of Yuan Ding Investment) Chu, Shao-Hua Pan, Wen-Yen	992,133 331,701,152 331,701,152 331,701,152 0 83,595 93,000 8,869,000 0 0	0.12 39.25 39.25 39.25 0 0.01 0.01 1.05 0 0

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Special Disclosures

	Independent Director President	Liu, Chong-Jian Choo-Kiat Ong	0 41,400	0 0.00
U-Ming Marine Transport (Singapore) Private Limited	Director Director Director Director Director Director Director President	U-Ming Marine Transport Corporation Douglas Hsu Choo-Kiat Ong Pan, Wen-Hao Wu, Ju-Sheng Hsu, Guo-An Liang, Shun-Xing Choo-Kiat Ong	150,145,615 1 0 0 0 0 0 0 (NT$1per share)	99.99 0.00 0 0 0 0 0 0
U-Ming Marine Transport (Hong Kong) Limited	Director Director Director Director Director Director	U-Ming Marine Transport Corporation Douglas Hsu Choo-Kiat Ong Wu, Ju-Sheng Zhang, Zhong-Liang Wang, Ching-Lin Meng, Zhao-Liang	26,999,999 1 0 0 0 0 0 (HK$1per share)	99.99 0.00 0 0 0 0 0
Yue-Li Investment Co. Ltd.	Chairman Director Director Supervisor	Zhang, Zhong-Liang (corporate representative of U-Ming Marine Transport) Chen, Chang-Shen (corporate representative of U-Ming Marine Transport) Wang, Ching-Lin (corporate representative of U-Ming Marine Transport) Yeh, Wen-Hua (corporate representative of U-Ming Marine Transport (Singapore) Private Limited)	150,000,000 150,000,000 150,000,000 70,000,000	68.18 68.18 68.18 31.82
Yue-Tung Investment Co., Ltd.	Chairman Director Director Supervisor	Zhang, Zhong-Liang (corporate representative of U-Ming Marine Transport) Chen, Chang-Shen (corporate representative of U-Ming Marine Transport) Wang, Ching-Lin (corporate representative of U-Ming Marine Transport) Yeh, Wen-Hua (corporate representative of U-Ming Marine Transport (Singapore) Private Limited)	136,040,000 136,040,000 136,040,000 48,960,000	73.54 73.54 73.54 26.46

(Continued)

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(Continued)

(Continued)
Name of Enterprises	Title	Name or Representative	Shares Held
			Number of Shares	Number of Shares
Falcon Investment Pte. Ltd.	Director Director	U-Ming Marine Transport (Singapore) Private Limited Pan, Wen-Hao Zhang, Zhong-Liang	3 0 0	100.00 0 0
Eagle Investment Pte. Ltd.	Director Director	U-Ming Marine Transport (Singapore) Private Limited Pan, Wen-Hao Zhang, Zhong-Liang	1 0 0	100.00 0 0
Overseas Shipping Pte. Ltd.	Director Director Director Director	U-Ming Marine Transport (Hong Kong) Limited Gao, Xue-Ying Li, Hong-Hui Pan, Wen-Hao Zhang, Zhong-Liang	500 0 0 0 0	100.00 0 0 0 0
U-Ming Marine (Xiamen) International Ship Management Co., Ltd.	Director and legal representative Director Director Director Supervisor	U-Ming Marine Transport (Hong Kong) Limited Choo-Kiat Ong Pan, Wen-Hao We, Ju-Shen Yeh, Wen-Hua Zhang, Zhong-Liang	*USD1,000,000 0 0 0 0 0	100.00 0 0 0 0 0

Note 1: * represents a company that is not a company limited; therefore, there is no number of shares; presented in USD.

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Special Disclosures

6. Business Overview of Affiliates

		31 December 2020 Unit: NT$000’	31 December 2020 Unit: NT$000’	31 December 2020 Unit: NT$000’	31 December 2020 Unit: NT$000’	31 December 2020 Unit: NT$000’	31 December 2020 Unit: NT$000’	31 December 2020 Unit: NT$000’
Name of Enterprises	Capital	Total Assets	Total Liabilitie s	Net Value	Operating Income	Operating Gains	Profit or Loss for the Period (After Tax)	Earnings Per Share (NT$) (After Tax)
U-Ming Marine Transport (Singapore ) Private Limited	2,649,382	41,571,459	10,520,503	31,050,956	6,706,007	236,887	268,279	1.79
U-Ming Marine Transport (Hong Kong) Limited	121,923	8,516,672	353,412	8,163,260	586,912	3,357	321,110	11.89
Yue-Li Investment Co. Ltd.	2,200,000	3,484,192	110,917	3,373,275	120,125	116,992	119,687	0.54
Yue-Tung Investment Co., Ltd.	1,850,000	2,988,939	148,433	2,840,506	180,537	174,268	172,905	0.93
Falcon Investment Pte. Ltd.	661,080	961,981	2,343	959,638	34,729	19,275	29,461	9,820,400
Eagle Investment Pte. Ltd.	0	93,219	5,991	87,228	100,048 360,467	7,603	6,927	6,926,943
Overseas Shipping Pte. Ltd.	474,692	1,640,830	164,734	1,476,096		83,029	119,566	239,131.42
U-Ming Marine (Xiamen) International Ship Management Co.,Ltd.	29,579	38,491	69	38,422	64,849	1,782	544	Note 1

Note 1: A company that is not a company limited in the China region; therefore, earnings per share may not be calculated.

331 -

(II)Statements for Affiliates’ Consolidated Financial Report

Companies to be included in the preparation of the affiliates’ consolidated financial report under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and companies to be included in the consolidated financial report of the parent company and its subsidiaries under IFRS 10 of the Company for 2020 (for the year ended 31 December 2020) are identical; relevant information to be disclosed in the affiliates’ consolidated financial report is disclosed in the above consolidated financial report of the parent company and its subsidiaries; therefore, no affiliates’ consolidated financial report is otherwise prepared. The statement is hereby provided.

Name of the Company: U-Ming Marine Transport Corporation

Chairman: Douglas Hsu

9 March 2021

(III) Relation Report: Not applicable.

2. Private Offering of Securities for the Latest Year and as of the Date of Publishing the Annual Report: None.

3. Shares of the Company Held by or Disposed of by Subsidiaries for the Latest Year and as of the Date of Publishing the Annual Report: None.

4. Other Necessary Supplementary Explanations: None.

5. Matters Having Significant Effects on Shareholder’s Interests or Securities Prices Stated under Subparagraph 2, Paragraph 3, Article 36 of the Securities Exchange Act for the Latest Year and as of the Date of Publishing the Annual Report: None.

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董事長

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29TH FL., TAIPEI METRO TOWER, 207, TUN HWA S. RD., SEC.2, TAIPEI 106, TAIWAN, R.O.C. TEL：+886-2-2733-8000 FAX：+886-2-2735-9900 E-MAIL：[email protected] WEB SITE：http://www.uming.com.tw

AI assistant

U-MING — Annual Report 2020

52160_rns_2021-07-22_528c53ad-706b-4d58-8e0b-26228a782c04.pdf

 Name, Title, Telephone Number, and E-mail Address of the Spokesman

 Address and Telephone Number of the Company

U-Ming Marine 2020 Annual Report Table of Content

I. Letter to Shareholders

1. Introduction

2. Operation Report

(1) Fleet Expansion

(2) Digital Transformation

(3) Strive for Long-Term Contracts

(4) Corporate Social Responsibility

3. Business Strategies and Outlook

(1) Reconstruction of Brand Vision

(2) Secure Long-Term Revenue

(3) Smart Ship Development

(4) Strengthen Team Work

(5) Sustainable and Diversified Business Development

Chairman

II. Company Profile

1. Date of Establishment and Business Activities

2. Company History

Company Profile

III. Corporate Governance Report

1. Organization

(2) Major Corporate Functions

1. President’s Office

2. Directors, Supervisors and Management Team

(1) Directors

A. Information on directors

(2) Major Shareholders of Corporate Directors and Supervisors

A. Major corporate shareholders

B. Major shareholders of main corporate shareholders

C. Directors’ professionalism and independence

D. Diversity of Board Members

(2) Information of President, Vice Presidents, Assistant Presidents, and Branch Supervisors

3. Remuneration to Directors, Supervisors, President and Vice President in 2020

(Continued)

ii. Scale of remuneration

4. Implementation of Corporate Governance

(1) Board of Directors

b. Attendence of independent directors at board meetings in 2020:

c. Other disclosures:

(2) Status of Audit Committee

a. Status of Audit Committee

Focus in 2020:

(3)Other Disclosure:

(3) Taiwan Corporate Governance Implementation as Required by the Taiwan Financial Supervisory Commission

(4) Compensation Committee: Composition, Responsibilities and Operations

1. Composition and responsibilities of the Compensation Committee

2. Profile of Compensation Committee members

3. Compensation Committee Meeting Status:

4. Other Disclosure:

(5) Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory Commission

(6) Taiwan Corporate Conduct and Ethics Implementation as Required by the Taiwan Financial Supervisory Commission

(8) Supplementary Information Regarding Corporate Governance

(9) Implementation of internal control system

U-MING MARINE TRANSPORT CORP. Statement of Internal Control System

5. Information of Fees to CPAs

(1) Information of Fees to CPAs

6. Information of Changing of CPAs

(1) Former CPAs

8 、 Changes to Shareholding by Directors, Supervisors, Presidents and Shareholders with 10% Shareholdings or More:

9. Information disclosing the spouse, kinship within second degree and

relationship between any of the top ten shareholders:

10. The Shareholding of the Company, its Director, Supervisor, President and the Business that is Controlled by the Company Directly or Indirectly on the Invested Companies

IV. Capital Raised

1. Capital and Shares

(1) Source of capital stock

A. Source of capital stock

C a p i t a l R a i s e d

B. Information for shelf registration: None.

(2) Shareholder structure:

(3) Shareholding Distribution Status

A. Common shares

(4) List of Major Shareholders

A. Shareholders with 5% Shareholdings or More

B.Top Ten Shareholders

3. Information of Top Ten Shareholders Which are Corporate Shareholders

U-MING Annual Report 2020

8 `、` Changes to Shareholding by Directors, Supervisors, Presidents and Shareholders with 10% Shareholdings or More:

2 `、` Five-Year Financial Analysis

`－` (1) Financial Analysis IFRS