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.
2004/01/01From 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.
2004/08/12Established 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.
2005/01/27Jih Sun International Commercial Bank acquired the Trust Department of Taiwan Development & Trust Corp, adding 34 branches to a total of 46.
2005/01/28Obtained long-term and short-term credit ratings of twBBB and twA-3, respectively, from Taiwan Ratings; prospect was rated Stable.
2005/03/28Jih 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.
2005/05/23Jih Sun International Commercial Bank signed a "Business Entitlement and Property Ownership Transfer Agreement" with Taiwan Land Development Corporation.
2005/06/01Adjusted 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.
2005/08/06Completed the settlement of Jih Sun International Commercial Bank's acquisition for the Trust Division of Taiwan Land Development Corporation.
2005/11/02Obtained 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.
2006/08/25To 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. .
2006/08/29The new General Manager of Jih Sun Financial Holding Co., Ltd., Dai Rui-Hong, came on board.
2006/09/29Obtained long-term and short-term credit ratings of "A-(twn)" and "F2(twn)", respectively, from Fitch Ratings; long-term credit prospect was rated "Stable".
2006/11/17Jih 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.
2006/12/18Taiwan 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
2007/10/15The 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.
2008/11/14Fitch 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.
2009/08/18Due 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.
2009/09/25Jih 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.
2009/09/30To 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.
2010/02/09 On the 9th of Feb 2010, Fitch Ratings awarded Jih Sun Financial Holding Company a domestic long term credit rating of "BBB+(twn)", a domestic short term credit rating of "F2(twn)" and rated its future prospect as "Stable".
2010/05/27 Mr. Wang Chih-Fang, Deputy General Manager of Jih Sun International Commercial Bank, formally serves as General Manager of Jih Sun International Commercial Bank after the approval of the board of directors.
2010/06/03 The capital reduction of NT$23.812 billion was approved in the Jih Sun FHC’s shareholder ordinary meeting on 2010/05/06. The capital reduction case was approved by the competent authority on 2010/05/26. The base date of capital reduction shall be 2010/06/08 in the resolution of the board of directors meeting held on 2010/06/03. In order to cover the accumulative losses, we conduct this capital reduction. The paid-in capital after capital reduction is reduced from NT$49.628 billion to NT$25.816 billion and the capital reduction ratio is 47.98%. Shareholder equity and shareholder holding percentage after capital reduction are remained unchange. Net worth per share increased from NT$5.28 (figure on 2010/03/31) to NT$10.14. The increase of net worth per share after capital reduction will be advantageous for our business operation. Besides, credit transaction in the stock market will resume in advance and the stock liquidity will be enhanced.
2010/09/10 Jih Sun International Commercial Bank opened its new Xindian Branch; total branches accumulated to 41.
2010/12/15 We held presentation about new corporate identity（CI）of Jih Sun FHC and announced relocation of head office premises (10 F, No. 85, Sec. 2, Nanjing E. Road, Zhongshan District, Taipei City).
2010/12/31 The board of directors meetings of Jih Sun Financial Holding Co., Ltd. and Jih Sun International Commercial Bank Co., Ltd. have appointed Mr. Yang Zhi-Guang as the Chairman of Jih Sun Financial Holding Co., Ltd. and Jih Sun International Commercial Bank Co., Ltd.
2011/01/17 Fitch Ratings, Taiwan has affirmed the ratings of Jih Sun Financial Holding Co., Ltd as follows:
- National Long -term rating upgraded to 'A -(twn)'
- National Short -term rating affirmed at 'F2 (twn)'
- Individual rating upgraded to 'C/D'
- Support rating affirmed at '5'
- The outlook is stable
2011/03/31 The board of directors meeting of Jih Sun International Commercial Bank Co., Ltd. has appointed Mr. Huang Jin-Tang as the new Chairman of Jih Sun International Commercial Bank Co., Ltd.
2011/04/15  

The board of directors meeting of Jih Sun Financial Holding Co., Ltd. has appointed Mr. Huang Jin-Tang as the new Chairman of Jih Sun Financial Holding Co., Ltd.
2011/04/22 Mr. Yang Chi-Kuang came onboard as the new Chairman of Jih Sun International Property Agency Co., Ltd.
2011/07/18 Jih Sun Securities Co., Ltd. opened its new Xing Fu branch office; total branch offices accumulated to 44.
2011/10/31 The board of shareholders meeting on June 24th 2011 resolved to increase capital by NT$1,932,523,200. The proposal of capital increase was approved by the competent authority on July 19th 2011. On July 29th 2011, the board of directors set September 3rd 2011 as the ex-right date. The capital increase is out of earnings. The paid-in capital after capital increase is NT$27,748,624,140. The original paid-in capital was NT$ 25,816,100,940.
2012/01/10 Fitch Ratings, Taiwan has affirmed the ratings of Jih Sun Financial Holding Co., Ltd as follows: - Domestic long-term rating was 'A -(twn)' - Domestic short-term rating was 'F2 (twn)' - The credit outlook was rated “Stable”
2012/01/18 Ms. Chiang Yen-Hsiu, Deputy General Manager of Jih Sun Securities Co. Ltd., formally serves as General Manager of Jih Sun Securities Co. Ltd. after the approval of the competent authority.



II. Company Organization

(I) Organization Chart

The responsibilities of all main divisions
1
 Jih Sun Financial Holding Co., Ltd. was incorporated in accordance with the Financial Holding Company Act, The Company Act, and other relevant regulations.
2
 The Board of Shareholders holds the ultimate authority of The Company; the Board of Directors, Chairman, General Manager, etc were established beneath in descending order of authority.
3
 The Audit Division and the Risk Management Division were established under the Board of Directors. They are responsible for the audits and risk management within the group, and report regularly to the Board of Directors.
4
 The Company allocates one General Manager position and several Vice Presidents to assist in the managerial affairs of the General Manager. If the General Manager is unable to perform his/her duties, the Chairman may appoint one of the Vice Presidents to act on his/her behalf.
(5)

The following units were established under The Company, to which the General Manager exercises command, supervision, and management of all affairs: General Manager’s Office, IT Division, Financial Planning Division, Administration Division, Legal & Compliance Division, and E-Commerce Division. The responsibilities of each unit are listed as below:

Main Division
Responsibility
General Manager’s Office
1
 Establishes The Company’ medium and long-term business strategies, guidelines, and annual business plans.
2
 . Executes strategies to achieve business targets; promote and communicate The Company’s corporate culture and visions.
3
 Assesses and executes investments, mergers, and acquisitions projects.
4
 Supervises subsidiaries in accomplishing business and financial targets.
5
 Manages the business performance of individual departments.
6
 Enforces corporate governance practices.
7
 Supervises subsidiaries in product integration and joint marketing.
IT Division
1
 Responsible for developing information technologies required for business growth. Analyzes technological changes in the external environment, adopt the most suitable IT models and data solutions to accommodate internal activities, thereby achieving financial targets.
2
 Responsible for making modifications to the IT system. Evaluates whether IT solutions should be developed in-house or outsourced; conducts system development, establishment, upgrades, and modifications.
3
 Responsible for managing daily corporate IT operations; performs resource management over network, server, system, security, storage media, etc; controls server switches, arranges work schedules, service monitoring, and other daily operations.
4
 Responsible for providing technical support to corporate customers; conducts customer service management, inquiry management, event management, troubleshooting, and other maintenance.
Financial Planning Division
1
 Responsible for compiling financial reports and regulatory reporting, while ensuring all contents are on time, accurate, and comply with all legal requirements.
2
 Makes short, medium, and long-term capital plans for the financial holding company and its subsidiaries, and recommends asset allocation strategies.
3
 . Assist the Asset and Liability Management Committee in reporting financial performance.
4
 Reviews and manages external credit ratings on Jih Sun Financial Holding Company (and its subsidiaries).
5 Performs financial evaluations prior to mergers, acquisitions, and commencements of new business activities.
6 Plans earnings appropriation for Jih Sun Financial Holding Company and its subsidiaries.
7 Establishes business plans and budgets for Jih Sun Financial Holding Company and its subsidiaries; carries out performance tracking as well as budget amendments.
8.  Plans, sources, and raises short, medium, and long-term capital for Jih Sun Financial Holding Company and its subsidiaries.
9. Performs evaluation and analysis prior to long-term investments for Jih Sun Financial Holding Company and its subsidiaries, and conducts performance tracking and management after investments are made.
10. Assists and supervises the financial accounting operations of Jih Sun Financial Holding Company and its subsidiaries. Handles all accounting affairs of The Company.
11. Ensures that securities settlements, disbursements, and clearance operations are completed promptly and accurately.
12.  Prepares managerial reports.
13.  Handles tax return filings and matters relating to withholding tax statements.
Administration Division
1
 Establishes The Company’s human resource policy; arranges personnel transfers and employees’ trainings, etc.
2
 Handles office maintenance works, procurements, general affairs, etc; assists in the search, lease, or purchase of office premises.
3
 Researches regulatory implications, verifies corporate contracts, and handles legal affairs.
4
 Handles The Company’s marketing, advertising, and other related affairs.
5. Manages official correspondences and corporate seals.
6. Holds custody of corporate seals.
7. Supports general shareholders meetings, Board of Directors meetings, and Audit Committee meetings.
8. Handles media relationship, investor relationship, relationship with government and competent authorities, and crisis management.
9. Organizes charity events; maintains and promotes Jih Sun Holding’s corporate image.
10. News releases.
11. Compiles annual reports in both Chinese and English.
E-Commerce Division
1
 Responsible for the overall planning of electronic banking services.
2
 Promotes and manages electronic banking services.
3
 Designs and maintains the trading platform and website.
4
 Manages network resources.
5. Provides troubleshooting services to electronic trading customers.
Legal and Compliance Division
1
 Establishes systems that facilitate the communication, consultation, and coordination of statutory information.
2
 Ensures that operating and management policies are updated in line with regulatory changes, and all business operations compliant to regulatory requirements.
3
 Establishes the procedures and contents of legal compliance; supervises all units and subsidiaries to conduct regular self-assessment.
4
 Organizes proper regulatory training for employees of all units and subsidiaries.



(II) Profilesof Major Executive
Title
Name
Chairman of Jih Sun Financial Holding Co. Jin-Tan Huang
Vice Chairman of Jih Sun Financial Holding Co. James C. Tang

Unit
Title
Name
Date elected / appointed
Shares held
Shareholdings of spouse and underage children
Shares held on behalf of others
Major career (academic) achievements
Current positions in The Company and other companies
Spouse or relatives of second degree or closer acting as managers
Shares held
Shareholding
Shares held
Shareholding
Shares held
Shareholding
Title
Name
Relationship
percentage
percentage
percentage
Financial Holding 
General Manager
Chao Yung-Fei
20094.14
-
-
-
-
-
-
 Department of Accounting, Chihlee Institute of Technology Jih Sun Cresvale Securities International Co.  Ltd. Director
None
None
None
Securities
General Manager
Tsai Yu-Bin
20094.15
-
-
-
-
-
-
 Master of Business Administration, National Chung Hsing University
1
 Jih Sun Securities Co. Ltd. Director
2
 Jih Sun Financial Holding Co. Ltd.  Senior Executive Vice President
3
 Jih Sun Cresvale Securities International Co. Ltd .Director
4
 Jih Sun International Investment Holdings Co.. Ltd. Director
None
None
None
Bank
General Manager
Wang Chi-Fang
20109.01
-
-
-
-
-
-
 Department of Finance and Economics, National Taiwan University EMBA
1
 Jih Sun Financial Holding Co. Ltd.Director and SeniorExecutive Vice President
2
 Jih Sun International  Commercial Bank Co.. Ltd. Director
3
 Jih Sun Cresvale Financing Co.. Ltd  - Director
4
 Jih Sun Cresvale Securities International Co., Ltd  - Director
None
None
None




(III) Organizational chart of the financial holding company and its subsidiaries



　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　31 December 2010; unit: shares; %

　Invested businesses
Invested by The Company
　Held by directors, supervisors, managers, and directly or indirectly controlled enterprises
Aggregated investment
Shares held
Shareholding 
Shares held
Shareholding 
Shares held
Shareholding 
percentage
percentage
percentage
Jih Sun Securities Co., Ltd.
1,157,212,760
100.00%
-
-
1,157,212,760
100.00%
Jih Sun International Commercial Bank Co., Ltd.
1,319,557,162
100.00%
-
-
1,319,557,162
100.00%
Jih Sun International Property Insurance Agency Co., Ltd.
300,000
100.00%
-
-
300,000
100.00%
Jih Sun Futures Co., Ltd.
68,696,435
98.14%
107,777
0.15%
68,804,212
98.29%
Jih Sun Securities Investment Consulting Co., Ltd.
10,000,000
100.00%
-
-
10,000,000
100.00%
Jih Sun International Investment Holding
54,600,000
100.00%
-
-
54,600,000
100.00%
Jih Sun Cresvale Securities International Co., Ltd.
293,000,000
100.00%
-
-
293,000,000
100.00%
Jih Sun Financial Services (Cayman) Co., Ltd.
18,050,000
100.00%
-
-
18,050,000
100.00%
Jih Sun Technology Management Consulting Co., Ltd.
100,000
100.00%
-
-
100,000
100.00%
Jih Sun Cresvale Financing Co., Ltd.
2,000,000
100.00%
-
-
2,000,000
100.00%
Jih Sun Securities Investment Trust Co., Ltd.
7,800,000
20.00%
-
-
7,800,000
20.00%
Jih Sun Life Insurance Agency Co., Ltd.
297,000
99.00%
-
-
297,000
99.00%