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| I. A Brief Introduction
to Company 1. Date of Incorporation February
5, 2002 2. History : The
incorporation of Jih Sun Financial Holdings Ltd is a decision aligned with the
global trends, a response to the government's reform of the finance sector as
well as for the purposes of achieving economies of scale, capitalizing on group
synergies, and strengthening our market competitiveness. At the end of 2007, the
company had a total of 3,942 employees (including Jih Sun Financial Holdings,
Jih Sun Securities Co. Ltd, Jih Sun International Commercial Bank, and Jih Sun
International Insurance Agency etc); the major historical events are listed below
: | 2001/08 |
Jih Sun Financial Holdings Ltd was established with the consultation of KPMG and
Chien Yeh Law Offices. | | 2001/11/14
| An application was submitted to the Ministry
of Finance to operate as a financial holdings company, and was approved on 2001/12/31.
| | 2001/11/29 |
Applied for a permission to integrate from Fair Trade Commission, Executive Yuan,
and the permission was granted on 2001/12/31. | | 2001/12/14 |
Jih Sun Securities Co. Ltd and Jih Sun International Commercial Bank each convened
its own shareholders' temporary meeting. (As well as Jih Sun Financial Holdings
Ltd's conveners' meeting) | | 2002/01/14 |
Applied for the public listing of Jih Sun Financial Holdings Ltd. |
| 2002/02/05 | Jih
Sun Financial Holdings Ltd was setup jointly by Jih Sun Securities Co. Ltd and
Jih Sun International Commercial Bank through a share exchange; 2002/02/05 was
the date of exchange. Business license was obtained from the Ministry of Finance,
Certificate of Business Registration was obtained from the Taipei City Government,
and the company was registered under the Ministry of Economic Affairs. Jih Sun
Financial Holdings Ltd became officially listed for public trading. |
| 2002/09/10 | Jih
Sun International Commercial Bank acquired Hsinyin Credit Cooperative. Number
of branches increased from 27 to 34. | | 2002/10/04 |
Jih Sun Securities Co. Ltd acquired Toufen Securities; adding 3 more offices to
a total of 37. | | 2002/10/11 |
Jih Sun Securities Co. Ltd acquired Yuanshin Securities by issuing additional
shares; adding 5 more offices to a total of 42. | | 2002/10/30 |
Jih Sun Securities Co. Ltd acquired Homei Securities. Total number of offices
reached 43. | | 2003/06/06 |
The annual shareholders' meeting of Jih Sun Financial Holdings was held. In compliance
with Sections 29 and 30 of the Business Mergers and Acquisitions Act, Jih Sun
Financial Holdings acquired all shares of Jih Sun Securities Co. Ltd held by parties
other than Jih Sun Financial Holdings on the date of exchange; making Jih Sun
Securities Co. Ltd a 100% owned subsidiary of Jih Sun Financial Holdings. |
| 2004/1/1 | Starting
in 2004, Jih Sun Financial Holdings reorganized its management structure into
four business groups based on functionality: Individual Financial Services Group,
Corporate Financial Services Group, Investment and Proprietary Trading Group and
Wealth Management Group. | | 2004/8/12 | Established
Jih Sun International Insurance Agency Co. Ltd. | | 2004/12/24 | Jih
Sun Securities Co. Ltd opened 10 new offices in 2004. Total number of offices
reached 52. | | 2005/1/27 | Jih
Sun International Commercial Bank acquired the Trust Department of Taiwan Development
Corporation; total number of branches increased from 34 to 46. | | 2005/1/28 | Obtained
credit rating from Taiwan Ratings Company. The long-term and short-term debts
were rated twBBB and twA-3, respectively. Prospect was rated stable. | | 2005/3/28 | Jih
Sun Financial Holdings issued its first local unsecured convertible bond. The
face value of this issue totaled NT$6 billion with a maturity of 5 years. | | 2005/5/23 | Jih
Sun International Commercial Bank signed a "Business and property transfer agreement"
with Taiwan Development Corporation. | | 2005/6/1 | Adjusted
the segmentation of customers between Individual Financial Services Group and
Wealth Management Group. Added Strategic Planning units within each of the four
business groups to enhance planning capabilities and marketing strategies. | | 2005/8/6 | The
settlement for Jih Sun International Commercial Bank's acquisition of the Trust
Department of Taiwan Development Corporation was completed. | | 2005/11/2 | Obtained
credit rating from Taiwan Ratings Company. The long-term and short-term debts
were rated twBBB and twA-3, respectively. Long-term credit prospects were rated
stable. | | 2006/1/12 | In
order to increase market share and to generate higher overall revenues, the company
released the management rights of its Internet Securities Co. Ltd as well as part
of its business assets. | | 2006/1/15 | Jih
Sun Securities Co. Ltd was ranked first among all security brokerages for best
profitability in 2005 by the Taiwan Stock Exchange. Net profit totaled NT$1,444,970,000. | | 2006/1/19
| The grand opening of Jih Sun International
Commercial Bank Renai Branch. Total branches reached 37. | | 2006/07/12 |
Securities & Futures Institute announced Jih Sun Financial Holdings as the only
publicly listed company rated "A+" following the third review on the information
disclosure of public listed companies (from a total of 630 companies listed on
the Taiwan Stock Exchange and 402 companies listed on the GreTai Securities Market). | | 2006/07/21 |
To conform with international and local financial standards while improving the
quality of financial statements of Jih Sun International Commercial Bank, the
NT $9.87 billion losses from the sale of non-performing assets were written off
at once instead of amortizing over 5 years as permitted by Financial Institutions
Merger Act. | | 2006/07/21 |
Jih Sun Financial Holdings completed its first private placement of capital in
2006. Shinsei Bank Ltd from Japan purchased 1,080 million ordinary shares of the
company (31.8% shareholding) and 630 million non-cumulative preference shares
convertible into ordinary shares after 5 years. Total capital contributed amounted
to NT$11,340,000,000. | | 2006/08/23 |
To improve its financial structure, Jih Sun International Commercial Bank reduced
its capital totaling NT$17,067,013,000 to offset accumulated losses. | | 2006/08/25 | To
strengthen its financial structure while raising its capital adequacy ratio, Jih
Sun International Commercial Bank conducted a cash issue of NT$12,000,000,000. | | 2006/08/29 | New
president Ray-Hung Dai of Jih Sun Financial Holdings came onboard. | | 2006/09/29 | Obtained
credit rating from Fitch Ratings. Long-term and short-term debts were rated A-(twn)
and F2(twn), respectively. Long-term credit prospects were rated stable. | | 2006/11/17 |
Jih Sun International Commercial Bank established its "Trade Finance Division"
consisting of a team of trade experts providing better services to local import/exporters
across Taipei, Taichung, and Kaohsiung. | | 2006/12/18 |
Under the request by the Financial Supervisory Commission, Taiwan Academy of Banking
and Finance conducted a review on banks' protection towards consumers; Jih Sun
International Commercial Bank was recognized as one of the top thirteen banks. | 2007/03/28 | To
increase the working capital of Jih Sun International Commercial Bank, strengthen
its financial structure and raise the capital adequacy ratio, Jih Sun Financial
Holdings invested an additional NT$1 billion into Jih Sun International Commercial
Bank. | 2007/06/26
| To offset previous losses and to strengthen
its financial structure, Jih Sun Financial Holdings reduced its capital by NT
$13,711,490,000. | 2007/07/27
| Following the fourth review on the
information disclosure of public listed companies by the Securities & Futures
Institute, Jih Sun Financial Holdings was rated A+, meaning that the company is
absolutely transparent in the disclosure of material information and withholds
nothing from investors. | | 2007/10/15 |
New General Manager Yu-Chun Liu of Jih Sun International Commercial Bank came
onboard. | | 2007/10/17
| Obtained credit rating from Fitch Ratings.
Long-term and short-term debts were rated A-(twn) and F2(twn), respectively. Long-term
credit prospects were rated stable. | | 2008/06/04
| Following the fifth review on the information
disclosure of public listed companies by the Securities & Futures Institute, Jih
Sun Financial Holdings was rated "A", meaning that the company is transparent
in the disclosure of material information and withholds nothing from investors. | | 2008/11/14 |
Obtained credit rating from Fitch Ratings. Long-term and short-term debts were
rated BBB+(twn) and F2(twn), respectively. Long-term credit prospects were rated
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. | | 2009/05/21 | 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. | 
|
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 and Supervisors 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 representsthe 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) | Responsible
for the appointment of external auditors and the negotiation of audit fees . | | (7)
| Conducts financial evaluations prior to
mergers, acquisitions, or launching of new business units. | | (8)
| Allocation of earnings among the financial
holdings company and its subsidiaries. | | (9)
| Execution of budgeted operations and the
budgeting of the financial holding company and its subsidiaries. Monitor performance
results and amend budgets. | | (10) |
Evaluate the performance of each business unit on a regular basis. | | (11) |
Short-term, mid-term and long-term planning, funding, and fund raising for the
financial holding company and its subsidiaries. | | (12) |
Evaluate and analyze long term investments of the financial holding company and
its subsidiaries prior to execution. Monitor and manage performance results. | | (13)
| Assist and supervise the accounting operations
of the financial holding company and its subsidiaries. | | (14) |
Ensure that securities settlements and bookkeeping operations are prompt and accurate. | | (15) |
In charge of NTD & foreign currency interbank call loan business, commercial paper
trading and management for bank subsidiary. | | (16) |
In charge of the pricing, structure analysis, adjustment recommendations and risk
control management for bank subsidiary's balance sheet. | | (17) |
Provide consultation while bank subsidiary identifying and adjusting interest
rates of savings and loans. | | (18) |
Other matters regarding to the strategies and analysis for bank subsidiary's asset
and liability management. | |
| 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. |
| President
of Jih Sun International Commercial Bank | Yang,
Shu Jaw | Ming Chuan College
of Commerce | | 1.
| 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) Ownership structure of the
financial holding company and its subsidiaries 
| Invested businesses | Shares held
by the company | Shares held
by Directors, Supervisors, managers, and enterprises under direct or indirect
control of the above parties | Consolidated shareholding
position | |
Shares |
Shareholding % | Shares
|
Shareholding % |
Shares |
Shareholding % | | 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% | |  | | | | | | |