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| I. A Brief Introduction
to Company 1. Date of Incorporation 5
February 2002 2. History : The
establishment of Jih Sun Financial Holding Company Ltd was a response to the latest
trend of the global financial environment, as well as to our government's latest
policies. It was organized in such a way that maximizes economies of scale, synergistic
benefits, and market competitiveness etc. At the end of 2008 The Company employed
a total of 3,515 staff (including Jih Sun Financial Holding Company Ltd, Jih sun
Securities Company Ltd, Jih Sun International Commercial Bank Co., Ltd, and Jih
Sun International Insurance Agency). Some of its major historical events are disclosed
below: | 2001/08 |
Assembled a professional management team for Jih Sun Financial Holding Company;
appointed KPMG and Chien Yeh Law Offices as project consultants. |
| 2001/11/14 | Submitted
application for company registration of Jih Sun Financial Holding Company Ltd
to The Ministry of Finance. Approval granted on 2001/12/31. | | 2001/11/29 |
Submitted application and notification for merger to Fair Trade Commission, Executive
Yuan. Permission granted on 2001/12/31. | | 2001/12/14 |
Jih Sun Securities Co., Ltd. and Jih Sun International Commercial Bank Co., Ltd
convened extraordinary shareholders' meetings separately. (This was also the founders'
meeting of Jih Sun Financial Holding Co., Ltd.) | | 2002/01/14 |
Applied for the public listing of Jih Sun Financial Holding Co., Ltd. in GreTai
Securities Market. | | 2002/02/05
| Jih Sun Financial Holding Co., Ltd. was
established through share conversion by Jih Sun Securities Co., Ltd. and Jih Sun
International Commercial Bank Co.,Ltd. 2002/02/05 was set as the share conversion
base date. After obtaining the certificate of company registration from The Ministry
of Economic Affairs, business license from The Ministry of Finance, and the certificate
of business registration from Taipei City Government, Jih Sun Financial Holding
Co., Ltd. was formally listed for public trading on the GreTai Securities Market. |
| 2002/09/10 | Jih
Sun International Commercial Bank acquired Hsin-Ying Credit Cooperative Association.
Its branch size expanded from 27 to 34. | | 2002/10/04 |
Jih sun Securities Co., Ltd. acquired Tou-Fen Securities; adding 3 branches to
a total of 37. | | 2002/10/11 |
Jih Sun Securities Co., Ltd. acquired Yuan-Hsin Securities through issuance of
new shares; adding 5 branches to a total of 42. | | 2002/10/30 |
Jih Sun Securities Co., Ltd. acquired He-Mei Securities. Its branch size was expanded
to 43. | | 2003/06/06 |
Jih Sun Financial Holding Co., Ltd. held its Annual General Meeting. In compliance
with Sections 29 and 30 of The Corporate Merger and Acquisition Act, Jih Sun Financial
Holding Co., Ltd. acquired the remaining ownership interest in Jih Sun Securities
Co., Ltd., apart from Jih Sun Financial Holding Co., Ltd. itself, through a share
exchange. As of the share exchange date, Jih Sun Securities Co., Ltd. became a
100% owned subsidiary of Jih Sun Financial Holding Company. | | 2004/01/01 | From
2004 onwards, Jih Sun Financial Holding Co., Ltd. re-organized its management
structure toward a functionality-oriented structure. Four major business groups
were established: Individual Financial Services Group, Corporate Financial Services
Group, Investment and Proprietary Trading Group, and Wealth Management Group. |
| 2004/08/12 | Established
Jih Sun International Insurance Agency Ltd. | | 2004/12/24 |
Jih Sun Securities Co., Ltd. opened 10 new branches in 2004 to a total of 52. |
| 2005/01/27 | Jih
Sun International Commercial Bank acquired the Trust Department of Taiwan Development
& Trust Corp, adding 34 branches to a total of 46. | | 2005/01/28 | Obtained
long-term and short-term credit ratings of twBBB and twA-3, respectively, from
Taiwan Ratings; prospect was rated Stable. | | 2005/03/28 | Jih
Sun Financial Holding Co., Ltd. issued its first domestic unsecured convertible
corporate bond with a face value of NT$6 billion and a tenor of 5 years. |
| 2005/05/23 | Jih
Sun International Commercial Bank signed a "Business Entitlement and Property
Ownership Transfer Agreement" with Taiwan Land Development Corporation. |
| 2005/06/01 | Adjusted
the criteria of Individual Financial Services Group and Wealth Management Group
based on customers' characteristics; established strategic planning teams within
each of the four major business functions to enhance the integration of our planning
and marketing efforts. | | 2005/08/06 | Completed
the settlement of Jih Sun International Commercial Bank's acquisition for the
Trust Division of Taiwan Land Development Corporation. | | 2005/11/02 | Obtained
long-term and short-term credit ratings of twBBB and twA-3, respectively, from
Taiwan Ratings; the long-term credit prospect was rated Stable. |
| 2006/01/12 |
For the purpose of future market share gains and profit maximization, The Company
sold part of its controlling interests and business properties in Netbroker Securities
Co., Ltd. | | 2006/01/15 |
Based on statistics produced by the Taiwan Stock Exchange, Jih Sun Securities
Co., Ltd. was the most profitable securities brokerage firm in 2005 with profits
totaling NT$1,444.97 million. | | 2006/01/19
| Jih Sun International Commercial Bank opened
its Ren-Ai Branch; total branches accumulated to 37. | | 2006/07/12 |
The Securities and Futures Development Foundation announced the Third Evaluation
of Public Listed Companies based on its Information Disclosure System. Jih Sun
Financial Holding Co., Ltd. was the only company listed in GreTai Securities Market
to be rated "A+" (a total of 630 companies from the Taiwan Stock Exchange and
402 from the GreTai Securities Market were rated). | | 2006/07/21 |
To comply with international as well as local financial accounting standards while
improving the quality of Jih Sun International Commercial Bank's financial statements,
the NT$9.87 billion loss on disposal of non-performing loans, which were originally
amortized over five years as Financial Institution Merger Act permitted, were
written off at once. | | 2006/07/21 |
Jih Sun Financial Holding Co., Ltd. completed its first private placement of cash
equity in 2006. Shinsei Bank subscribed 1.08 billion shares (31.8%) of The Company's
ordinary shares and 630 million perpetual non-cumulative preference shares totaling
NT$11.34 billion, which were convertible into ordinary shares after 5 years. |
| 2006/08/23 |
To improve its financial structure, Jih Sun International Commercial Bank reduced
its capital by NT$17,067,013 thousand to offset accumulated losses. |
| 2006/08/25 | To
strengthen its financial structure and to increase its capital adequacy ratio,
Jih Sun International Commercial Bank completed a cash injection of NT$12,000,000
thousand. . | | 2006/08/29 | The
new General Manager of Jih Sun Financial Holding Co., Ltd., Dai Rui-Hong, came
on board. | | 2006/09/29 | Obtained
long-term and short-term credit ratings of "A-(twn)" and "F2(twn)", respectively,
from Fitch Ratings; long-term credit prospect was rated "Stable". |
| 2006/11/17 | Jih
Sun International Commercial Bank established its "Trade Financing Unit". Trade
service specialist teams were set up in Taipei, Taichung, and Kaohsiung branches
to enhance our services to local international trading companies. |
| 2006/12/18 | Taiwan
Academy of Banking and Finance was appointed by the Financial Supervisory Commission
to conduct an "Evaluation on Banks' Protection of Consumer Interests". Jih Sun
International Commercial Bank was selected as one of the 13 top-performing banks.
| 2007/03/28 |
To provide sufficient working capital for Jih Sun International Commercial Bank
while strengthening its financial structure and raising its capital adequacy ratio,
Jih Sun Financial Holding Co., Ltd. increased its investment in Jih Sun International
Commercial Bank by NT$1 billion. | 2007/06/26
| To offset previous losses and strengthen
financial structure, Jih Sun Financial Holding Co., Ltd. reduced its capital by
NT$13,711,490 thousand. | 2007/07/27
| Jih Sun Financial Holding Co., Ltd.
was rated A+ in the Securities and Futures Development Foundation's Fourth Evaluation
of Public Listed Companies based on its Information Disclosure System. This represented
that The Company was completely transparent on all material disclosures and withheld
no information from investors | | 2007/10/15 | The
new General Manager of Jih Sun International Commercial Bank, Liu Yu-Chun, came
onboard. | | 2007/10/17
| Received long-term and short-term credit
ratings of "A-(twn)" and "F2(twn)", respectively, from Fitch Ratings; long term
credit prospect was rated "Stable". | | 2008/02/15
| Jih Sun International Commercial Bank opened
its new Nanking Branch; total branches accumulated to 38. 2008/04/08 Jih Sun International
Commercial Bank opened its new Chubei Branch; total branches accumulated to 39.
| | 2008/04/18 |
Jih Sun International Commercial Bank opened its new Anping Branch; total branches
accumulated to 40. | | 2008/06/04 |
Jih Sun Financial Holding Co., Ltd. was rated A in the Securities and Futures
Development Foundation's Fifth Evaluation of Public Listed Companies based on
its Information Disclosure System. This represented that The Company was completely
transparent on all material disclosures and withheld no information from investors.
| | 2008/11/14 | Fitch
Ratings confirmed Jih Sun Financial Holding Co., Ltd. a domestic long-term rating
of "BBB+(twn)", a domestic short-term rating of "F2(twn)", a standalone rating
of "D/E", a supportive rating of "5", and a credit prospect of "Negative". |
| 2009/03/04 |
New General Manager Ms. Shu-Chao Yang of Jih Sun International Commercial Bank
was on board. | | 2009/03/21
| Jih Sun Securities Co. Ltd. (in introducing broker team)
and Jih Sun Futures Co. Ltd. (in futures brokerage merchant team) received “2008
Futures Brokerage Business Trading Volume Award” from Taiwan Futures Exchange. |
| 2009/04/15 |
Jih Sun Financial Holding Co., Ltd.’s Board of Directors has elected Mr. Tang
Chen as the Chairman, Mr. Yong Fei Zhao as the General Manager and Mr. Kuo He
Chen as the Honorary Chairman. | | 2009/04/15
| Fitch Ratings Ltd. awarded Jih Sun Financial Holding
Co., Ltd. 「BBB+(twn) 」 for long term rating , 「F2(twn) ”」 for short term rating
and upgraded outlook from 「Negative」to 「Stable」. | | 2009/05/21 |
Jih Sun International Commercial Bank Co., Ltd., the subsidiary of Jih Sun Financial
Holding Co., Ltd. will reduce its capital by 12.537 billion (the rate of capital-reducing
is 82.58%) in order to make up losses. In addition, Jih Sun International Commercial
Bank Co., Ltd. will increase paid-in capital by a cash increment NT$9.401 billion.
This is estimated to be done before the end of June. After Jih Sun International
Commercial Bank’s capital-reducing and cash increment, the paid-in capital of
Jih Sun International Commercial Bank will become 12.046 billion and the Book
Value Per Share will raise to around NT$10. | | 2009/06/19 |
Jih Sun FHC held a shareholder ordinary meeting on June 19, 2009, and elected
directors for the 4th board which includes 11 directors ( including 3 independent
directors). To strengthen our corporate governance connecting international development,
we also set up an audit committee to replace supervisor from now on. |
| 2009/08/18 | Due
to the flood disaster resulting from the typhoon Morakot on 2009/08/08, Jih Sun
Financial Holdings Co., Ltd. donated NT$5 million in response to disaster relief
for corporate social responsibilities. Moreover, the company also encouraged employees
to donate one-day salary and provided many donation convenience services. |
| 2009/09/25 | Jih
Sun Financial Holdings Co., Ltd. held the activities of "nothing left in the mountains"
in the "Superior Common Consensus Camp" of the year so as to create the new outlook
of Jih Sun Financial Holdings Co., Ltd. | | 2009/09/30 | To
carry out corporate governance, Jih Sun Securities Co., Ltd. approved to establish
the Audit Committee in the 15th meeting of the 12th Board of Directors meeting. |

|
II. Company Organization (I)
Organization Chart 
| The principal functions
of each division |
1.Jih Sun Financial Holdings was
incorporated in compliance with the Financial Holding Company Act, the Company
Act and other relevant regulations.
| (1) |
The Shareholders' Meeting is the highest authority of the company, followed by
the Board of Directors, Chairman, President, etc. |
| (2) |
The Audit and Risk Management Divisions are established under the Board of Directors,
and are responsible for the audit and risk management of the company and its subsidiaries.
They report to the Board of Directors on a regular basis. | |
2. The company has one President handling
various departments. The President is responsible for the running of the
company in line with the resolution of the Board of Directors, and represents
the company within the authority granted to the President. The following
divisions have been established under the control and supervision of the Chief
Executive Officer: |
Division |
Responsibility |
General Manager's Office |
(1) | Formulate
mid-term and long-term business strategies and operational guidelines. |
(2) | Communicate
and promote business strategy, operational goal, business culture and vision. |
(3) |
In charge of the evaluation and implementation of investment and M&A plans. |
(4) | Supervise
subsidiaries in reaching the business and financial goals. | (5) |
Management of each division's business performance. | (6) |
In charge of corporate governance best practice. | (7) | Conduct
peer analysis among financial holding companies. | (8) |
Maintain good relationships with media, investors and the government bodies, and
perform crisis management when necessary. | (9) |
Participate in charity activities. Maintain and promote the superior public image
of Jih Sun Financial Holdings. | (10) | Review,
maintenance, and update of the group website. Public press release management. | (11) | Prepare
Chinese and English annual reports. | |
E-Commerce Division |
| (1) | Planning
of the electronic banking business. | | (2) | Promotion
and management of the electronic banking business. | | (3) |
Design and maintenance of the transaction platforms and websites. |
| (4) |
Management of network resources. | | (5)
| Provide trouble shooting and customer service
for electronic transactions. | |
| Financial Planning Division |
| (1) |
Ensure that financial statements and regulatory reporting are completed promptly
and accurately in compliance with regulations. | | (2) | Establish
short-term, mid-term and long-term target capital structures for the financial
holdings company and its subsidiaries; advise on strategic asset allocations. |
| (3) | Increase
returns to shareholders; establish performance review systems and monitor results.
| | (4) | Meetings
with the Assets and Liabilities Management Committee on a regular basis to present
financial performances and to discuss all related matters. | | (5)
| Operations and management relating to the
external credit ratings of the financial holdings company (including subsidiaries).
| | (6) | Conducts
financial evaluations prior to mergers, acquisitions, or launching of new business
units. | | (7) | Allocation
of earnings among the financial holdings company and its subsidiaries. | | (8)
| Execution of budgeted operations and the
budgeting of the financial holding company and its subsidiaries. Monitor performance
results and amend budgets. | | (9)
| Short-term, mid-term and long-term
planning, funding, and fund raising for the financial holding company and its
subsidiaries. | | (10) |
Evaluate and analyze long term investments of the financial holding company and
its subsidiaries prior to execution. Monitor and manage performance results. | | (11) | Assist
and supervise the accounting operations of the financial holding company and its
subsidiaries.Executing of the company's Accounting matters. | | (12) |
Ensure that securities settlements and bookkeeping operations are prompt and accurate. | | (13)
| Approximation of company's
profit and loss and compilation of financial statements. | | (14) |
Compilation of management reports. | | (15) | Declaration
of income tax and tax deductible receipt. | |
| Administration Division |
| (1) | Human
resource planning, deployment, and staff training for the group. |
| (2) |
Manage renovation, procurement, general affairs etc, search for suitable leases
or acquisitions of office locations. | | (3) | Compliance
research, review group contracts and handle litigation cases. | | (4) | Manage
group marketing campaigns and related matters. | | (5)
| Processes the delivery and receipt of official
documents. Manages authorized signatures and seals. | | (6)
| Establishes and enforces regulatory compliance. |
| | IT Division |
| (1) |
Responsible for providing technological services required for business development;
analyzing changes in the external IT environment, internal campaigns and financial
targets in order to determine the most suitable IT structure and search for the
best solutions. | | (2) |
Responsible for the management of the information system, evaluation between outsourcing
and self-develop, development, implementation, and upgrade of the operating systems
and the management of other specialized projects. | | (3) |
Responsible for managing the daily uses of corporate information, network, mainframe
server, system, security, storage media and other resources; controls system on/off,
task scheduling, service monitoring and other daily operations. |
| (4) | Provides
technical supports to users of corporate information, customer services, resolves
issues, manages events, trouble shooting and other maintenance procedures. |
| |

|
(II) Profilesof
Major ExecutiveAs of 2009/06/17
Title |
Name |
| Chairman of
Jih Sun Financial Holding Co. | Donald
Chen | | Vice Chairman
of Jih Sun Financial Holding Co. | James C.
Tang |
Title | Name | Education
and working experience | Current
other jobs with the bank and other companies |
President
of Jih Sun Financial Holding Co. | Chao,
Yung Fei | Chihlee Institute of
Technology, major in Accounting |
| 1.
| Ensure Jih Sun Financial Holding Company's
overall business continuity and performance enhancement. | | 2. | Based
on the Board of Director's decision on business strategy , each business unit's
laws and regulations stipulated by the government offices, analysis of macroeconomic
situation, overall financial market development trend, compliance of internal
and external guidelines, to formulate business policy and plan Jih Sun Financial
Holding Company's medium and long-term business strategy and managerial goals.
| | 3. | Superintend
the reaching of business and financial goals. | | 4. | Supervise
the unit superintendent to reinforce staff allocation, recruitment, training and
development. | | 5. | Strengthen
employee's professionalism and core competency to build up superior brand image.
|
| President
of Jih Sun Securities Co. | Tsai,
Yu Bin | MBA, National Chungshing
U.
| | 1.
| Ensure Jih Sun Securities Company's overall
business continuity and performance enhancement. | | 2. | Based
on the Board of Director's decision on business strategy , each business unit's
laws and regulations stipulated by the government offices, analysis of macroeconomic
situation, overall financial market development trend, compliance of internal
and external guidelines, to formulate business policy and plan Jih Sun Securities
Company's medium and long-term business strategy and managerial goals. | | 3. | Superintend
the reaching of business and financial goals. | | 4. |
Supervise the unit superintendent to reinforce staff allocation, recruitment,
training and development. | | 5. |
Strengthen employee's professionalism and core competency to build up superior
brand image. |
| | Deputy
President of Jih Sun International Commercial Bank | Chih-Fang
Wang | Master of Finance, National Taiwan
University | | 1.
| Ensure Jih Sun International Commercial
Bank's overall business continuity and performance enhancement. | | 2. | Based
on the Board of Director's decision on business strategy , each business unit's
laws and regulations stipulated by the government offices, analysis of macroeconomic
situation, overall financial market development trend, compliance of internal
and external guidelines, to formulate business policy and plan Jih Sun International
Commercial Bank's medium and long-term business strategy and managerial goals.
| | 3. | Superintend
the reaching of business and financial goals. | | 4. | Supervise
the unit superintendent to reinforce staff allocation, recruitment, training and
development. | | 5. | Strengthen
employee's professionalism and core competency to build up superior brand image.
|
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(III) Organizational chart of the
financial holding company and its subsidiaries 
Investments | Invested
by The Company | Invested by
corporations directly or indirectly controlled by Directors, Supervisors, or managers | Aggregate
investment interest |
| Shares
| Percentage
held | Shares
|
Percentage held |
Shares |
Percentage held | | Jih
Sun Securities Co., Ltd. | 1,157,212,760
| 100% |
- |
- | 1,157,212,760
| 100% |
| Jih Sun International
Commercial Bank Co., Ltd | 1,518,058,708
| 100% |
- | - | 1,518,058,708
| 100% |
| Jih Sun International
Insurance Agency Co., Ltd. | 300,000
| 100% |
- | - | 300,000
| 100% | |  | | | | | | |