U Ming Marine Transport : Meeting Minutes

U-MING MARINE TRANSPORT CORP.

Meeting Minutes for the 2022 Annual Shareholders' Meeting

Time: 9:00 a.m., June 8, 2022

Place: Taipei Hero House's Auditorium (No. 20, Sec. 1, Changsha St., Zhongzheng Dist., Taipei, Taiwan) (Non-virtual Meeting)

Total number of outstanding shares: 845,055,712 shares

Total shares represented by presence of shareholders: 540,921,661 shares (64.01%)

In attendance: Hsu, Shu-Tong (Chairman of the board)

Hsu, Shu-Ping (Director) Chang, Tsai-Hsiung (Director) Lee, Kun-Yen (Director) Douglas Jefferson Hsu (Director) Ong Choo Kiat (Director)

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

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

Pan, Wen-Yen (Independent Director)

Tung, Li-Chen (Member of Remuneration Committee) Lin, Wen-Ching (Auditor)

Chen, Hsin-Ying (Lawyer)

Chairperson: Hsu, Shu-Tong

Recorder: Chen, Chang-Sheng

Important Resolutions

1. Matters To Be Reported

1. 2021 Business Report
2. 2021 Financial Statements
3. The Audit Committee's Review Report on 2021 Business and Financial Statements
4. Distribution of 2021 Remuneration to the Employees and Directors

1. Matters To Be Ratified

1. The 2021 Business Report and Financial Statements Explanation:

1. The supervisor's review report is hereby issued after reviewing the 2021 financial statements (including the business report and the independent auditor's report issued by CPA Wen-Ching Lin and CPA Yi-Wen Wang of Deloitte & Touche; please refer to

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the attachment) without any nonconformity identified.

1. Please approve.

Resolved that:

Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,563,619 votes (including electronic votes) ratify the motion, accounting to 96.79% of total votes；178,012 votes (including electronic votes) against the motion；15,318,584 votes (including electronic votes) abstained. The motion is ratified.

2. The proposal for Earnings Distribution of 2021 Explanation:

1. Please refer to the 2021 Earnings Distribution proposed in accordance with Article
   27 of the Company's Articles of Incorporation as follows:

	NT$
Unappropriated retained earnings of previous year	6,631,656,020
Less: Investment adjusted retained earnings by using
equity method	(335,983)
Add: 2021 actuarial gain & losses appropriated retained
earnings	(9,460,902)
Add: Proceeds from sale of financial assets at fair value
through other comprehensive income	691,672
Adjusted unappropriated retained earnings	6,641,472,611
Add: 2021 net income	4,892,584,265
Less: 10% legal reserve appropriated	(490,240,086)
Less: 2021 reversal of special reserve	(2,227,895,202)
Add: Reversal of retained special reserve from before	1,022,797,330
Earnings available for distribution	9,838,718,918
Less: 2021 earning distribution
(cash dividend NT$3.0 per share)	(2,535,167,136)
Unappropriated retained earnings	7,303,551,782

1. The distribution of earnings is calculated to the dollar (round up to the dollar). The total amount of the odd shares will be booked as the other income of the Company. It is proposed that the Board authorized the Chairman to fix the record date of ex-cash dividend after the approved by the year 2022 annual shareholders' meeting. Upon the approval of the annual shareholders' meeting, it is proposed that the Board be authorized to adjust the amount per share based on the actual

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shares outstanding number on the record date of ex-cash dividend for the legal reserve distribution by cash if there is an amendment of the number of shares outstanding before the date.

1. Please approve.

Resolved that:

Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 524,883,224 votes (including electronic votes) ratify the motion, accounting to 97.03% of total votes；242,257 votes (including electronic votes) against the motion；13,934,734 votes (including electronic votes) abstained. The motion is ratified.

III. Matters to Be Discussed and Elected

1. The Amendment to the "Articles of Incorporation". Explanation:

1. In order to have more flexible way of the Company's shareholders' meeting, and pursuant to Article 172-2, Paragraph 1 of the Company Act, it is proposed to stipulate that the shareholders' meeting can be held by video conference or other methods announced by the competent authority. Please refer to the attached Article Amendments Table for amended articles.
2. This proposal has been approved by the 13th meeting of the eighteenth-term Board of Directors on March 7, 2022.
3. The proposal is hereby presented for referendum.

Resolved that:

Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,234,383 votes (including electronic votes) ratify the motion, accounting to 96.73% of total votes；198,490 votes (including electronic votes) against the motion；15,627,342 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.

2. The Amendment to the "Rules of Procedure for Shareholders' Meetings" of the Company.

Explanation:

1. In response to the amendment of Article 172-2 of the Company Act, which allows public companies can hold shareholders' meetings by video conference, and pursuant to the "Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings" issued by Taiwan Stock Exchange Corporation on March 8, 2022, it is proposed to amend the "Rules of Procedure for Shareholders' Meetings" of the Company. Please refer to the Article Amendments Table in the Meeting Handbook for amended articles.
2. This proposal has been approved by the 14th meeting of the eighteenth-term

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Board of Directors on April 27, 2022.

1. The proposal is hereby presented for referendum.

Resolved that:

Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,227,433 votes (including electronic votes) ratify the motion, accounting to 96.73% of total votes；218,240 votes (including electronic votes) against the motion；15,614,542 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.

3. The Amendment to the "Procedures Governing the Acquisition or Disposal of Assets" of the Company.

Explanation:

1. Pursuant to the official letter issued by the Financial Supervisory Commission (Letter No. FSC 1110380465) on January 28, 2022, it is proposed to amend the "Procedures Governing the Acquisition or Disposal of Assets" of the Company. Please refer to the Article Amendments Table in the Meeting Handbook for amended articles.
2. This proposal has been approved by the 13th meeting of the eighteenth-term Board of Directors on March 7, 2022.
3. The proposal is hereby presented for referendum.

Resolved that:

Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,204,733 votes (including electronic votes) ratify the motion, accounting to 96.72% of total votes；228,140 votes (including electronic votes) against the motion；15,627,342 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.

4. The Amendment to the "Procedures Governing Loans of Funds to Others" and the "Procedures Governing Endorsements/Guarantees" of the Company.

Explanation:

1. Pursuant to the "Q and A of Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" issued by the Financial Supervisory Commission on December 24, 2020, which amend the standard of announcement declaration by public companies or its about new added loans of funds to others or governing endorsements/guarantees, the Company shall amend the company bylaw of "Procedures Governing Loans of Funds to Others" and the "Procedures Governing Endorsements/Guarantees". Please refer to the Article Amendments Table in the Meeting Handbook for amended articles.
2. This proposal has been approved by the 13th meeting of the eighteenth-term Board of Directors on March 7, 2022.

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1. The proposal is hereby presented for referendum.

Resolved that:

Shareholders who are present represented 540,921,661 votes in total (including electronic votes). 523,206,897 votes (including electronic votes) ratify the motion, accounting to 96.73% of total votes；228,226 votes (including electronic votes) against the motion；15,625,092 votes (including electronic votes) abstained. The motion hereby is accepted as submitted.

5. To elect Directors (including Independent Directors) of the Company. Explanation:

1. The 18th term Directors were elected and appointed at the 2019 Annual General Shareholders' Meeting, serving a term of three years and the tenure will expire. The Board of Directors resolved that Directors be elected at this Annual General Shareholders' Meeting.
2. According to Article 16 of the "Articles of Incorporation", 11 Directors (including 3 Independent Directors) shall be elected, and each Director will serve a three year term beginning from June 8, 2022.
3. Director and Independent Director candidates shall be nominated by the candidate nomination system. The Board of Directors or any shareholder with 1% shareholding or more may nominate candidates. The period for candidate nomination of Directors and Independent Directors to be elected in this coming Shareholders' Meeting is from April 1, 2022 to April 11, 2022. During this period, the Board of Directors has received the nomination of 8 Director candidates and 3 Independent Director candidates from the shareholder, Asia Cement Corporation. The Board has reviewed the candidate list of Directors and Independent Directors in the 14th meeting of the eighteenth-term Board of Directors on April 27, 2022. And the list also be announced publicly in accordance with the law.
4. Please refer to the Meeting Handbook for the candidate list.
5. Please elect.

Election result:

Title	Name	Votes Received	Name of Institutional
Shareholders
	HSU, Shu-Tong	571,296,237	-
	HSU, Shu-Ping	465,553,629	-
Directors
CHANG, Tsai-Hsiung	462,398,075	Asia Cement Corp.
	LEE, Kun-Yen	461,045,319	Asia Cement Corp.

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