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EXHIBIT 2.6
 United Commercial Bank
  Charoen Pokphand Group Co., Ltd.
 M. Thai Group Limited
 DEG  Deutsche Investitions und Entwicklungsgesellschaft mbH
  relating to the sale of an equity interest in
Business Development Bank Ltd.
  
 SALE AND PURCHASE AGREEMENT




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TABLE OF CONTENTS
 Page1. DEFINITIONS AND INTERPRETATION
    
    
    21.1   Definitions
    
    
    21.2 Interpretation
    
    
    52. SALE AND PURCHASE
    
    
    52.1 Transaction
    
    
    52.2 Payments of Purchase Price
    
    
    53. CLOSING
    
    
    53.1 Closing
    
    
    53.2 Sellers Deliveries at Closing
    
    
    63.3 Purchasers Deliveries at Closing
    
    
    64. PRE-CLOSING & CONTINUING UNDERTAKINGS
    
    
    64.1 General
    
    
    64.2 Notices and Consents
    
    
    64.3 Operation of Business
    
    
    74.4 Notice of Developments
    
    
    74.5 Increase in Registered Capital
    
    
    74.6 Escrow of Purchase Price and Company Reports
    
    
    75. REPRESENTATIONS AND WARRANTIES OF THE SELLERS
    
    
    85.1 Representations and Warranties Concerning the Sellers
    
    
    85.2 No Reliance
    
    
    86. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
    
    
    87. CONDITIONS TO CLOSING
    
    
    87.1 Conditions to Obligation of Purchaser
    
    
    87.2 Conditions to Obligation of Sellers
    
    
    118. REMEDIES FOR BREACH
    
    
    128.1 Seller Indemnity
    
    
    128.2 Procedure
    
    
    128.3 Exclusive Remedy
    
    
    138.4 Limitations
    
    
    138.5 Time Limits
    
    
    148.6 Reimbursement of Claims
    
    
    158.7 Exceptions to Representations, Warranties, Covenants and Agreements
    
    
    159. TERMINATION OF AGREEMENT
    
    
    169.1 Termination of Agreement
    
    
    169.2 Effect of Termination
    
    
    169.3 Survival
    
    
    16
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Page10. GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    1610.1 Governing Law
    
    
    1610.2 Dispute Resolution
    
    
    1611. MISCELLANEOUS
    
    
    1811.1 Nature of Certain Obligations
    
    
    1811.2 Waiver of Certain Rights
    
    
    1811.3 Successors and Assigns
    
    
    1811.4 Entire Agreement
    
    
    1811.5 Language
    
    
    1811.6 Notices
    
    
    1811.7 Amendments and Waivers
    
    
    1911.8 Costs, Expenses and Taxes
    
    
    1911.9 Severability
    
    
    1911.10 Announcements
    
    
    1911.10 Further Assurances
    
    
    20
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SALE AND PURCHASE AGREEMENT
 THIS SALE AND PURCHASE AGREEMENT Agreement)
 AMONG:
 (1)
    
    United Commercial Bank, a California state-chartered commercial bank whose principal place
of business is at 555 Montgomery Street, San Francisco, CA 94111, USA. (the Purchaser);(2)
    
    Charoen Pokphand Group Co., Ltd., a company legally established and existing under the laws
of the Kingdom of Thailand, with its legal address at C.P. Tower 313 Silom Road, Bangkok
10500, Thailand (CPG);(3)
    
    M. Thai Group Limited, a company established and existing under the laws of the Kingdom of
Thailand, with its legal address at 25th Floor, 191/26-29 CTI Tower, Radchadapisek
Road, Klongtoey, Bangkok 10110, Thailand (M. Thai); and(4)
    
    DEG - Deutsche Investitions und Entwicklungsgesellschaft mbH, a company with limited
liability, established and existing under the laws of the Federal Republic of Germany, with
its legal address at Belvederestrasse 40, 50933 Köln (Müngersdorf), Germany (DEGand
together with CPG and M. Thai, the Sellers, each a Seller).
 WHEREAS:
 (A)
    
    As of the date of this Agreement, the Sellers in the aggregate own an interest in RMB
485,777,250 of the registered capital of Business Development Bank Ltd., a wholly foreign
owned enterprise established and existing under the laws of the Peoples Republic of China
(the Company), reflecting a 93.15% interest in the equity of the Company;(B)
    
    Each of the Sellers acknowledges and agrees that, on even date herewith, the Purchaser and
CPG have entered into an Agreement for Transfer of Equity Interest in Business Development
Bank Limited (the KBANK Agreement)with KASIKORNBANK PCL, a bank legally established and
existing under the laws of the Kingdom of Thailand, with its legal address at 1 Soi
Kasikornthai, Rat Burana Road, Bangkok 10140, Thailand (KBANK), pursuant to which KBANK
will transfer an interest in RMB 35,722,750 of the registered capital of the Company,
reflecting a 6.85% interest in the equity of the Company, to the Purchaser in exchange for
aggregate consideration of not less than US$4,823,760 payable by CPG; and(C)
    
    The Sellers wish to sell to the Purchaser, and the Purchaser wishes to buy from the Sellers,
all of the interest in the equity of the Company owned by the Sellers on the terms and
subject to the conditions of this Agreement.
 NOW, THEREFORE
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1. DEFINITIONS AND INTERPRETATION
 1.1
    
    Definitions. In this Agreement, the following terms have the following meanings:Amended Articleshas the meaning given in Section 7.1(i).Applicable Lawmeans any applicable published laws, regulations, rules, provisions,
circulars, interpretations, Orders or decisions of any Governmental Authorities or
legislative authorities, or judgments, awards, decisions or interpretations of any judicial
authorities.Balance Sheet Datemeans December 31, 2006.Business Day means any day, other than Saturday, Sunday or a gazetted public holiday, on
which banks in Bangkok, Shanghai, Hong Kong and New York are open for business.Capital Increase Agreementmeans an agreement between the Purchaser and the Company
pursuant to which the Purchaser shall fund an increase in the registered capital of the
Company from RMB 521,500,000 to at least RMB 1,000,000,000 on or prior to the Closing.Companyhas the meaning given in the recitals of this Agreement.Company Reporthas the meaning given in Section 4.6.Consentmeans any consent, notice, approval, ratification, authorization, waiver, permit,
grant, concession, agreement, license, exception or order of, registration, certificate,
declaration or filing with, or report or notice to, any Person, including, without
limitation, any Governmental Approvals secured from any Governmental Authority.Constitutional Documentsmeans, with respect to any Person, the Certificate of
Incorporation, Memorandum of Association, Articles of Association, Joint Venture Agreement,
or similar constitutive documents for such Person.Data Room Documentationhas the meaning given in Section 4.6.Encumbrancemeans any security interest or any restriction or third party rights on the
possession, use, disposition, transfer, receipt of income or other benefits, or other
exercise of any attributes of ownership (including voting rights).Equity Interestmeans, with respect to any given Seller, the ownership interest held by
such Seller in such part of the registered capital of the Company as set forth opposite
such Sellers name in Schedule A(i).Escrow Accounthas the meaning given in Section 4.6.Escrow Agenthas the meaning given in Section 4.6.Escrow Agreementhas the meaning given in Section 4.6.
 2




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Escrow Releasehas the meaning given in Section 3.3.Excluded Mattermeans any one or more of the following events: (i) the effect of any material
change in the PRC or other foreign economies or securities or financial markets; (ii) the effect of
any material change that generally affects the banking industry in the PRC; (iii) the effect of any
material changes after the date of this Agreement in Applicable Laws or accounting rules; (iv) any
effect resulting from the public announcement of this Agreement, compliance with the terms of this
Agreement or the consummation of the transactions contemplated by this Agreement, including, but
not limited to, any such resulting action or threatened action taken by any Person who is a party
to a current or terminated agreement with the Company and any action by or loss of employees of the
Company; (v) the effect of any failure by the Company to meet internal forecasts or projections;
and (vi) the effect of any outbreak of hostilities, acts of war, sabotage or terrorism or military
actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or
terrorism or military actions existing or underway as of the date of this Agreement.Financial Statementsmeans audited balance sheets of the Company for each of the fiscal years
ended December 31, 2003, December 31, 2004, December 31, 2005 and December 31, 2006 and the
related statements of income, changes in stockholders equity and cash flows of the Company for
the periods then ended.Governmental Approvalmeans any consent, approval, permit, certificate, verification,
authorization, waiver, license, exemption, acknowledgement or order of, registration or filing
with, or report or notice to, any Governmental Authority.Governmental Authoritymeans any political, legislative, administrative and judicial authority
of any national, supranational, regional, provincial or local government or governmental,
administrative, fiscal, judicial or government-owned body, department, commission, authority,
tribunal, agency or regulator (or any Person, whether or not government owned and howsoever
constituted or called) that exercises the functions of a regulator or with jurisdiction over the
subject matter or Parties to this Agreement.IASB means the International Accounting Standards Board.IFRSmeans International Financial Reporting Standards as promulgated from time to time by the
IASB (including, without limitation, standards and interpretations approved by the IASB and
International Accounting Principles issued under previous constitutions thereof), together with
the IASBs pronouncements thereon from time to time.Indemnifiable Lossmeans, with respect to any Person, any action, cost, damage, disbursement,
expense, liability, loss, deficiency, obligation, penalty, reasonable settlement of any kind or
nature, or judgments of any nature or kind, including all reasonable costs and expenses related
thereto, including without limitation reasonable attorneys fees, disbursements and court costs.Knowledgemeans, with respect to any Person, actual knowledge of the directors or senior
officers of such Person after making due inquiry with the competent officers of the Company.
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Letter of Indemnificationmeans that certain letter of indemnity, dated as of November 3,
2006, entered into by all of the Sellers and the Company whereby the Sellers undertake to fully
reimburse the Company with respect to any and all payments paid and payable by the Company to its
eligible senior executives under the share appreciation rights referred to in the Letter of
Indemnity, the payment of which will be triggered by the Transaction.Material Adverse Effectmeans any event, circumstance, change or effect that, individually or in
the aggregate with all other events, circumstances, changes or effects, is materially adverse to
the business, operations, properties, condition (financial or otherwise), assets or liabilities or
results of operations of the business of the Company; provided, however, that, in
determining whether there has been a Material Adverse Effect, any adverse effect resulting from or
attributable or relating to an Excluded Matter shall be disregarded, and no Excluded Matter shall
be deemed, either alone or in combination, to constitute a Material Adverse Effect.Ordermeans any order, injunction, judgment, doctrine, decree, ruling, writ or arbitration award
of a Governmental Authority.Ownership Percentagemeans, with respect to any given Seller, that percentage equal to the
amount of such Sellers Equity Interest over the total amount of the Companys registered capital.Partiesmeans the Sellers and the Purchaser, and a Partymeans any one of them.Personmeans any individual, partnership, stock corporation, limited liability company,
enterprise, trust, joint venture, unincorporated organization or other entity.Purchase Pricehas the meaning given in Section 2.1.Purchaserhas the meaning given in the preamble of this Agreement.PRCmeans the Peoples Republic of China (solely for the purpose of this Agreement, excluding
Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region).PRC GAAPmeans those accounting methods and principles that are consistent with the Enterprise
Accounting Standards,the Financial Enterprises Accounting Systemand other applicable laws of the
PRC, as consistently applied.RMBmeans the lawful currency of the PRC.SAICmeans the State Administration of Industry and Commerce of the PRC or its authorized local
office.Selleror Sellershas the meaning given in the preamble of this Agreement.Transactionmeans the transactions described in Section 2.1.US$ or US Dollarsmeans United States Dollars, the lawful currency of the United States of
America.
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Interpretation
 (a)
    
    the singular shall include the plural and vice versa;(b)
    
    all accounting terms not otherwise defined herein have the meanings assigned
under PRC GAAP consistently applied;(c)
    
    pronouns of either gender or neuter shall include, as appropriate, the other
pronoun forms;(d)
    
    the words herein, hereof and hereunder and other words of similar import
refer to this Agreement as a whole and not to any particular section or other
subdivision;(e)
    
    all references in this Agreement to designated Sections and other subdivisions
are to the designated sections and other subdivisions of the body of this Agreement
unless explicitly stated otherwise;(f)
    
    all references in this Agreement to designated schedules, exhibits and annexes
are to schedules, exhibits, and annexes attached to this Agreement unless explicitly
stated otherwise;(g)
    
    references to this Agreement or any other agreement or document shall be
construed as a reference to this Agreement or such other agreement or document as
amended, modified or supplemented and in effect from time to time; and(h)
    
    the headings are for convenience only and shall not affect the interpretation
of this Agreement.
 2. SALE AND PURCHASE
 2.1
    
    Transaction. On and subject to the terms and conditions of this Agreement, at the
Closing, the Purchaser agrees to purchase from the Sellers, and the Sellers agrees to sell to
the Purchaser, all of the Sellers Equity Interests free and clear of any and all
Encumbrances for aggregate consideration of US$205,000,000 (the Purchase Price).2.2
    
    Payments of Purchase Price. At the Closing, the Purchaser shall pay the Purchase
Price in full to the Sellers, to each Seller in the proportion set forth opposite such
Sellers name in Schedule A(ii), in US Dollars in immediately available funds to an
account or accounts designated in writing by each Seller prior to the Closing Date.
 3. CLOSING
 3.1
    
    Closing. The closing of the Transaction (the Closing)shall take place at the
offices of OMelveny & Myers LLP in Shanghai, the PRC, commencing at 9:00 a.m., local time,
on the fifth (5th) Business Day following the satisfaction or waiver of the
conditions precedent set forth in Section 7.1(e), Section 7.1(f), Section
7.1(g) and Section 7.1(h) or such other date as the Purchaser and the Sellers may
mutually determine (the Closing Date). On and after the Closing, the Articles of
Association of the Company currently in effect shall cease to be of any force and effect, and
the
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operation of the Company and the rights of the Purchaser with respect thereto shall be
governed by the Amended Articles.
 3.2
    
    Sellers Deliveries at Closing. At the Closing, each Seller shall deliver to the
Purchaser the certificate referred to in Section 7.1(d), and the Sellers shall deliver to the
Purchaser:
 (a)
    
    original of approval of the China Banking Regulatory Commission to the
Transaction and the approval for the Amended Articles of Association of the Company
pursuant to the Capital Increase Agreement;(b)
    
    original of Financial Permit issued by the China Banking Regulatory Commission
for the Company and its branch in Shantou;(c)
    
    original Business License issued by the State Administration for Industry and
Commerce for the Company and its branch in Shantou;(d)
    
    original Registration Certificate issued by the State Administration for
Industry and Commerce for the Companys Representative Offices in Beijing and
Guangzhou;(e)
    
    the investment/stock certificate in the name of the Purchaser issued by the
Company in respect of the Equity Interests;(f)
    
    the share register of the Company in which the Purchaser has been registered
with the Company as the sole shareholder of the Company; and(g)
    
    a certificate evidencing the receipt of the portion of the Purchase Price
payable pursuant to Section 2.2 in the form and substance attached hereto as
Exhibit A.
 3.3
    
    Purchasers Deliveries at Closing. At the Closing, the Purchaser shall deliver to
each Seller an escrow release instruction (the Escrow Release), duly executed by the
Purchaser in accordance with the Escrow Agreement, to release the Purchase Price
payable to such Seller from the Escrow Account.4.
    
    PRE-CLOSING & CONTINUING UNDERTAKINGS4.1
    
    General. Each Party shall use its commercially reasonable best efforts to take all
action and to do all things necessary, proper, or advisable (and the Sellers will cause the
Company to use its commercially reasonable best efforts to take all action and to do all
things necessary, proper, or advisable) in order to consummate the transactions contemplated
hereunder (including satisfaction of the closing conditions set forth in Section 7).4.2
    
    Notices and Consents. Between the date of this Agreement and the Closing, each Party
shall (and the Sellers will cause the Company to) give any notices to, make any filings with,
and use its reasonable best efforts to obtain any Governmental Approvals required to
consummate the transactions contemplated hereunder, including obtaining approval from,
without limitation, the China Banking Regulatory Commission, the State Administration of
Industry and Commerce, and any other Governmental Authority that may have jurisdiction over
the subject matter of this Agreement or the Transaction, or jurisdiction over the Parties to
this Agreement.
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4.3
    
    Operation of Business. Without the prior written consent of the Purchaser,
before the Closing the Sellers shall not cause or permit the Company to engage in any
practice, take any action, or enter into any transaction outside the ordinary course of
business.4.4
    
    Notice of Developments. Between the date of this Agreement and the Closing, each
Party shall give prompt written notice to the other Parties of any development which results
in a material breach of any of its representations and warranties given pursuant to
Section 5 or Section 6.4.5
    
    Increase in Registered Capital. As a condition to the Closing, the China Banking
Regulatory Commission shall have approved an increase in the registered capital of the
Company from RMB 521,500,000 to at least RMB 1,000,000,000 as provided in the Capital
Increase Agreement.4.6
    
    Escrow of Purchase Price and Company Reports.
 (a)
    
    Within five (5) Business Days after the date on which the China Banking
Regulatory Commission approves approved this Agreement and the transactions
contemplated hereunder, the Purchaser shall deposit the Purchase Price in full into an
account (the Escrow Account)established with The Hongkong and Shanghai Banking
Corporation Limited (the Escrow Agent)pursuant to that certain Escrow Agreement,
dated of even date herewith, among the Escrow Agent, the Purchaser and the Sellers
(the Escrow Agreement). The Parties acknowledge and agree that (i) each of the
Purchaser, on the one hand, and the Sellers (as a group), on the other hand, shall be
responsible for fifty percent (50%) of the costs and fees associated with the Escrow
Agreement, and (ii) all interest earned on the Purchase Price while the Purchase Price
is held in the Escrow Account shall be held for the account of the Purchaser and shall
not be deemed to be part of the Purchase Price.(b)
    
    Promptly after the execution of this Agreement, the Purchaser and the Sellers
shall rent a safe deposit box (the Deposit Box)at a bank of international standing
reasonably acceptable to the Purchaser and the Sellers, which safe deposit box shall
only be accessible with the presence of two (2) keys, one of which shall be held by
each of the Purchaser and CPG. At least five (5) Business Days prior to the Closing,
(i) the Sellers shall deposit, in the form of electronic files contained on one or more
read-only compact discs or other memory storage devices, complete copies of all
documentation contained in the online data room and which has otherwise been provided
to the Purchaser prior to February 4, 2007 with respect to the Company and its business
and operations (collectively, the Data Room Documentation)in the Deposit Box; and
(ii) the Purchaser shall deposit complete copies of all written reports prepared for
the Purchaser by its advisors in respect of the Company and/or the Transaction,
including but not limited to any financial and legal due diligence reports (each, a
Company Report)in the Deposit Box and shall certify in writing to the Sellers that
all Company Reports have been placed in the Deposit Box. The Parties acknowledge and
agree that, (x) in the event of any claim by the Purchaser of a breach by any Seller of
any representation or warranty herein, the Purchaser and CPG shall promptly cooperate
to open the Depsoit Box and to prepare and release one (1) copy of all Company Reports
and Data Room Documenation to each Seller that is the subject of such claim, and (y)
the Sellers
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shall not be permitted to access any Company Report except in accordance with the
preceding clause (x). The Parties will maintain the Deposit Box until the second
anniversary of the Closing Date.
 5.
    
    REPRESENTATIONS AND WARRANTIES OF THE SELLERS5.1
    
    Representations and Warranties Concerning the Sellers. Subject to the exceptions set
forth in Schedule B, each of the Sellers hereby severally (but not jointly) makes
such representations and warranties to the Purchaser as set forth in Schedule B.5.2
    
    No Reliance. The Purchaser agrees and acknowledges that:
 (a)
    
    It is an informed and sophisticated purchaser and has engaged expert advisors
who are experienced in evaluation and execution of transactions in the nature of the
transactions contemplated hereunder.(a)
    
    It has agreed to purchase the Equity Interests based on its own inspection,
examination and determination with respect to all matters and without reliance upon
any representations, warranties, communications or disclosures of any nature other
than those expressly given pursuant to Section 5.1 of this Agreement.(b)
    
    Without limiting the generality of the foregoing, in entering into this
Agreement, subject to Section 5.1, none of the Sellers nor any other Person
makes any representation or warranty, express or implied, with respect to, and the
Purchaser expressly disclaims any reliance on (i) the Company, the Sellers, the Equity
Interests, the Companys assets, liabilities, business or operations (whether with
respect to merchantability or fitness for a particular purpose or otherwise), or other
related matters; (ii) the accuracy or completeness of any information (whether
provided orally, in writing or otherwise) which has been made available, of which is
made available after the date of this Agreement, regarding any of the Company, the
Sellers, the Equity Interests, the Companys assets, liabilities, business or
operations or other related matters; or (iii) any projections, estimates or budgets
delivered to or made available to the Purchaser or any of its agents, advisors,
employees or representatives, or which is made available to the Purchaser or any of
its agents, advisors, employees or representatives after the date of this Agreement,
in respect of the Company or its business or operations.
 6.
    
    REPRESENTATIONS AND WARRANTIES OF THE PURCHASERThe Purchaser hereby makes such representations and warranties to each Seller as set forth
in Schedule C.7.
    
    CONDITIONS TO CLOSING7.1
    
    Conditions to Obligation of Purchaser. The obligation of the Purchaser to effect the
Closing is subject to the satisfaction, or waiver at Purchasers sole discretion, of the
following conditions on or prior to the Closing:
 (a)
    
    Representations and Warranties.The representations and warranties of each of
the Sellers pursuant to Section 5.1 shall be true and correct as of the date of
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signing and the Closing Date as though made at such dates with reference to the facts and
circumstances existing at such time (except (i) to the extent that a representation and
warranty speaks as of an earlier date, in which case such representation or warranty shall
be true and correct in all material respects as of such earlier date, and (ii) to the
extent of any event or change in facts or circumstances occurring after the date of this
Agreement that individually or in the aggregate have not had and could not reasonably be
expected to have a Material Adverse Effect).
 (b)
    
    Performance.Each Seller shall, in all material respects, have performed and complied with
all agreements, obligations and conditions contained in this Agreement which such Seller is
required to perform or comply with on or before the Closing.(c)
    
    Orders and Legal Proceedings.There shall not be (i) any Applicable Law injunction,
judgment, order, decree, ruling, or charge in effect which prohibits or restricts the
transactions contemplated by this Agreement which is not waived by a competent Governmental
Authority, or (ii) any proceeding commenced or threatened by any Governmental Authority which
seeks to prevent or enjoin the transactions contemplated by this Agreement.(d)
    
    Compliance Certificate.Each Seller shall have delivered to the Purchaser a certificate in
the form attached hereto as Exhibit B, dated as of the Closing Date, to the effect
that each of the conditions specified above in paragraphs (a) to (c) is satisfied.(e)
    
    Third Party Consents.Consents with respect to the Transaction from Asian Development Bank,
Kreditanstalt fur Wiederaufbau (KfW), Societe de Promotion et de Participation pour la.
Cooperation Economique S.A. (Proparco), Commerzbank Aktiengesellschaft and any other Persons
required for the consummation of the transaction contemplated hereunder shall have been duly
obtained and shall continue to be in effect.(f)
    
    Government Approval.Approval by all Government Authorities of the Transaction as required
by the then Applicable Law, including approval of the China Banking Regulatory Commission of
this Agreement and the KBANK Agreement and approval of the U.S Federal Reserve Board, the
California Department of Financial Institutions and the U.S Federal Deposit Insurance
Corporation, shall have been duly obtained and shall continue to be in full force and effect.(g)
    
    Amended Articles.Approval by the China Banking Regulatory Commission for the amendment and
restatement of the Articles of Association of the Company to account for the increase in the
registered capital of the Company pursuant to the Capital Increase Agreement shall have been
duly obtained and shall continue to be in full force and effect (the Amended Articles).(h)
    
    SAIC Registration.The transfer of the Sellers Equity Interests to the Purchaser, and of
the ownership interest held by KBANK in the registered capital of the Company to the
Purchaser, shall have been duly been registered
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with the State Administration of Industry and Commerce or its authorized local office.
 (i)
    
    Closing Deliveries.All action to be taken and all documents to be delivered by each Seller
and the Company at the Closing pursuant to Section 3.2 shall have been so taken or
delivered.(j)
    
    Company Net Worth.As of the Closing, the net worth of the Company, as determined in good
faith within ten (10) Business Days prior to the Closing by the Companys management team and
provided that such determination shall be based on the Companys historical accounting
principles consistently applied and shall have been reviewed by the Companys auditors, shall
be not less than the Company Closing Net Worth. For purposes of this condition, the Company
Closing Net Worthshall be Seventy Five Million Eight Hundred Eighty Three Thousand Fifty
Nine Point Two Six US Dollars (US$75,883,059.26) plus the product of One Hundred Fifty
Thousand US Dollars (US$150,000) multiplied by the number of full calendar months in 2007,
commencing from January 2007 to the Closing Date, as adjusted to give effect to:
   (k)
    
    Allowance for Loan Loss.The Company shall not have materially violated any Applicable Law
of the PRC with respect to allowances for loan losses, including but not limited to PRC GAAP
and published rules of the China Banking Regulatory Commission; particularly:
   10




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Thousand One Hundred Fifty Six Point Five Nine US Dollars (US$1,454,156.59), and (b)
shall adequately provide in accordance with no less than the minimum requirements of
applicable published rules of the China Banking Regulatory Commission:
 (i)
    
    the account of Jiangyin Runhua Chemical Products Co., Ltd.;(ii)
    
    the account of Zhejiang Wanlifeng Textile
Technology Co. Ltd.; and(iii)
    
    any other account for which the specific
allowance is necessary or required under Applicable Law.
 The ratio of the Companys allowance for loan losses to the aggregate amount of
loans in the Companys portfolio of loan assets shall have been calculated in
accordance with the Companys existing methodology for such calculations as of the
date of this Agreement and in accordance with CBRC classification.
 (l)
    
    Dividends and Distributions.No dividends shall have been declared or
corresponding distributions made from the date of execution of this Agreement.(m)
    
    Shares.The Company shall not have sold or issued equity or debt securities,
and shall not have entered into reorganization, restructuring, or any other
transactions which change the structure of the Company except with the prior written
approval of the Purchaser. The Sellers shall not have sold, transferred, pledged or
otherwise disposed of the Equity Interests.
 7.2
    
    Conditions to Obligation of Sellers. The obligation of the Sellers to effect the
Closing is subject to the satisfaction, or waiver at the Sellers sole discretion, of the
following conditions on or prior to the Closing:
 (a)
    
    Representations and Warranties.The representations and warranties of the
Purchaser given pursuant to Section 6 shall be true and correct in all
material respects as of the date of signing and the Closing Date as though made at
such dates with reference to the facts and circumstances existing at such time (except
to the extent that a representation and warranty speaks as of an earlier date, in
which case such representation or warranty shall be true and correct in all material
respects as of such earlier date).(b)
    
    Performance.The Purchaser shall, in all material respects, have performed and
complied with all agreements, obligations and conditions contained in this Agreement
and the Escrow Agreement which the Purchaser is required to perform or comply with on
or before the Closing.(c)
    
    Orders and Legal Proceedings.There shall not be (i) any Applicable Law
injunction, judgment, order, decree, ruling, or charge in effect which prohibits or
restricts the transactions contemplated by this Agreement which is not waived by a
competent Governmental Authority, or (ii) any proceeding commenced or threatened by
any Governmental Authority which seeks to prevent or enjoin the transactions
contemplated by this Agreement.
 11




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(d)
    
    Compliance Certificate.The Purchaser shall have delivered to the Sellers a
certificate in the form attached hereto as Exhibit C, dated as of the
Closing Date, to the effect that each of the conditions specified above in
paragraphs (a) to (c) is satisfied.(e)
    
    Government Approval.Approval by all Government Authorities of the Transaction
as required by the then Applicable Law, including approval of the China Banking
Regulatory Commission of this Agreement and the KBANK Agreement and approval of the
U.S Federal Reserve Board, the California Department of Financial Institutions and the
U.S Federal Deposit Insurance Corporation, shall have been duly obtained and shall
continue to be in full force and effect.(f)
    
    Closing Deliveries.All action to be taken and all documents to be delivered
by each Seller and the Company at the Closing pursuant to Section 3.3 shall have been
so taken or delivered.
 8.
    
    REMEDIES FOR BREACH8.1
    
    Seller Indemnity. Subject to the other provisions of this Section 8, each
Seller hereby agrees to indemnify and hold harmless the Purchaser from and against any and
all Indemnifiable Losses suffered by the Purchaser which are proximately caused by any
inaccuracy in or breach or nonperformance of any of the representations, warranties,
covenants or agreements made by such Seller herein or in the Escrow Agreement.8.2
    
    Procedure.
 (a)
    
    To the extent the Purchaser seeks indemnification with respect to any
Indemnifiable Loss, the Purchaser shall give written notice to the Party from whom
indemnification is sought hereunder (the Indemnifying Party).(b)
    
    Without limiting the foregoing, if any third-party claim comes to the notice of
the Purchaser by reason or in consequence of which the Indemnifying Party may be liable
to indemnify the Purchaser hereunder, the Purchaser shall:
 (Proceedings)
   12




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Section 8
  (c)
    
    Notwithstanding anything to the contrary above, if the Purchaser considers
that it will or may make a claim against the Indemnifying Party for any inaccuracy in
or breach or nonperformance of any representations, warranties, covenants or
agreements, it shall afford the Indemnifying Party the opportunity to take steps to
remedy or avert such breach or potential breach within thirty (30) days after giving
notice under this Section 8, insofar as (i) such breach is capable of remedy
and (ii) allowing such grace period does not prejudice the Purchaser. Without
prejudice to the Purchasers rights and remedies hereunder, in respect of any time
limit imposed upon any claim asserted by any third party, the Purchaser shall not
knowingly (i) take any step or do anything or (ii) omit to do anything, in either
case, so as to accelerate or abridge such time limit.
 8.3
    
    Exclusive Remedy. The Parties acknowledge and agree that the foregoing
indemnification provisions in this Section 8 shall be the exclusive remedy of the
Purchaser with respect to any inaccuracy in or breach or nonperformance of any of the
representations, warranties, covenants or agreements of any other Party herein and hereby
waive any other remedy that may be otherwise available to them.8.4
    
    Limitations. Notwithstanding anything to the contrary provided herein:
 (a)
    
    The Purchaser shall not make any claim for any Indemnifiable Loss hereunder
(x) unless the amount of such claim exceeds US$250,000 or the equivalent thereof in
any other currency, and (y) except to the extent such amount, after taking into
account all other Indemnifiable Losses suffered thereby, exceeds US$2,500,000, and
then only to the extent of such excess.(b)
    
    Subject to Section 8.4(d) below, the Purchaser shall not make any
claim against any Seller for any Indemnifiable Loss to the extent the aggregate amount
of such Sellers liability for such claim, together with liability for all other
claims made against such Seller under this Section 8, would exceed an amount
equal to thirty percent (30%) of the Purchase Price received by such Seller.(c)
    
    Notwithstanding Section 8.4(b) above, and subject to Section
8.4(d) below, in the event of any breach by any Seller of such Sellers
representations and
 13




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warranties set forth in Sections 1, 2,
5 or 6 of Schedule B,
Purchaser may, with respect to such breach, seek up to one hundred percent (100%)
of the Purchase Price received by such Seller, but in any case, the aggregate that
Purchaser may seek from any Seller with respect to all claims pursuant to
Sections 8.4(b) and (c) may not exceed one hundred percent (100%)
of Purchase Price.
 (d)
    
    For good and valuable consideration, the receipt of which CPG hereby
acknowledges, CPG hereby agrees (i) to indemnify and hold harmless the Purchaser from
and against any and all Indemnifiable Losses suffered by the Purchaser which are
proximately caused by any breach or nonperformance of any of the obligations, covenants
or agreements made by KBANK or CPG in the KBANK Agreement or which otherwise arise
under the KBANK Agreement except those Indemnifiable Losses which are proximately
caused by any breach or nonperformance of any of the obligations, covenants or
agreements made by the Purchaser in the KBANK Agreement; and (ii) with respect to each
of the representations and warranties set forth in
Schedule B, the term
Seller shall be deemed to include KBANK and CPG hereby agrees to bear all liability
with respect to any Purchaser claim against KBANK for breach of any such
representations and warranties as though KBANK were a party to this Agreement, and
shall indemnify and hold harmless the Purchaser from and against any and all
Indemnifiable Losses related to any such claim. The Purchasers rights pursuant to this
Section 8.4 shall be the Purchasers exclusive remedy with respect to any claim
under this Agreement or the KBANK Agreement.(e)
    
    In no event shall any Seller be liable for (i) any punitive damages or
exemplary damages or any special, incidental, indirect or consequential damages of any
kind or nature, or any diminution in value, regardless of the form of action through
which such damages are sought, or (ii) any lost profits of any Person, even if under
Applicable Law such lost profits would not be considered consequential or special
damages.(f)
    
    No breach by any Seller of any representation or warranty herein shall be
deemed to be a breach of this Agreement for any purpose hereunder, and the Purchaser
shall not have any claim or recourse against such Seller with respect to such breach,
if prior to the Closing the Purchaser, or its agents, advisors, employees or
representatives, had knowledge of such breach which is reflected in any Company Report
or Data Room Documentation. In furtherance of such agreement, pursuant to Section
4.6, copies of all such Company Reports and Data Room Documentation shall be
placed in the Deposit Box until the expiration of the Sellers indemnity obligations
pursuant to this Agreement.
 8.5
    
    Time Limits. No claim shall be brought by the Purchaser in respect of any breach by
the Indemnifying Party under this Agreement unless notice in writing of any such claim
(specifying in reasonable detail the nature of the breach and, so far as practicable, the
amount claimed in respect thereof) has been delivered to the Indemnifying Party (i) for any
claims made pursuant to Section 8.4(b), on or prior to the second anniversary of the
Closing Date, or (ii) for any claims made pursuant to
Section 8.4(c), on or prior to
the first anniversary of the Closing Date (in either case, the
Claim Deadline). Any claim
which has been made before the Claim Deadline shall, if it has not been previously satisfied
in full, settled or withdrawn, be deemed to have been withdrawn and shall
 14




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become fully barred and unenforceable on the expiry of the period of six (6) months after
the Claim Deadline unless arbitration proceedings in respect thereof shall have been
commenced against Indemnifying Party pursuant to Section 10.2Notwithstanding the
above, none of the limitations on liability set forth herein shall in any way limit claims
for actual fraud arising under or relating to the transactions contemplated by this
Agreement.
 8.6
    
    Reimbursement of Claims. If the Indemnifying Party makes an indemnity payment for
any breach of this Agreement and within six (6) months of the making of the relevant payment
the Purchaser receives any monetary or pecuniary benefit otherwise than from the Indemnifying
Party which would not have been received but for the circumstances giving rise to the claim
in respect of which the indemnity payment was made, the Purchaser shall, once it has received
such benefits, forthwith repay to the Indemnifying Party an amount equal to (i) the lesser of
the amount of such benefits and the indemnity payment in question, less (ii) to the extent
not reflected in the indemnity payment in question, any cost or expense to the Purchaser to
secure such benefits.8.7
    
    Exceptions to Representations, Warranties, Covenants and Agreements. The following
shall be deemed to be within the knowledge of the Purchaser and shall be deemed to be
modifications of, and exceptions and/or qualifications to, the representations, warranties,
covenants and agreements of each of the Sellers provided under this Agreement (the
Warranties)as a whole, with each such matter effective generally in relation to every
Warranty as may be appropriate:
 (a)
    
    any matter referred to in this Agreement or any other document referred to
herein;(b)
    
    the provisions of and all facts ascertainable from all documents and papers
described in the representations and warranties set forth in Schedule B and
all documents and papers originals or copies of which have been supplied to and all
correspondence (including attachments and enclosures) which has been sent to the
Purchaser, agents, advisors, employees or representatives;(f)
    
    any matter reflected in the Financial Statements;(c)
    
    all assets, books of accounts, records and files of the Company, which the
Purchaser hereby acknowledges have been made available by the Sellers to the Purchaser
and its representatives, accountants, professional advisers and other agents for
inspection, and any matter which would be disclosed by inspection of such assets, books
of accounts, records and files, together with all information contained in the working
papers of, and other documents made available to the Purchaser and its agents,
advisors, employees or representatives for inspection by, the Companys auditors;(d)
    
    any file or record which may be inspected by the public which is maintained by
any governmental, local or statutory body or authority in the PRC which may be
inspected by or otherwise made available to the public upon enquiry; and(e)
    
    the statutory registers and books of the Company, including the minute books
thereof and all entries and information recorded or referred to therein.
 15




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9.
    
    TERMINATION OF AGREEMENT9.1
    
    Termination of Agreement. This Agreement and the transactions contemplated by this
Agreement shall terminate:
 (a)
    
    upon notice in writing given by the Purchaser or the Sellers in the event
Closing has not been effected by the date that is nine (9) months after the date of
execution of this Agreement other than as a result of a material breach of this
Agreement by the Party giving notice or by any Seller if the notice is given by the
Sellers;(b)
    
    upon the mutual consent in writing of the Parties hereto;(c)
    
    upon notice in writing by any Seller, if the Purchaser fails to timely (i)
deposit the Purchase Price into the Escrow Account in accordance with this Agreement
and the Purchaser Price Escrow Agreement or (ii) deliver an Escrow Release to such
Seller in accordance with this Agreement and the Escrow Agreement;(d)
    
    upon notice in writing given, prior to the Closing, by a Party to another
Party in the event such other Party is in material breach of its representations,
warranties, covenants or agreements hereunder and such breach (if capable of remedy)
is not remedied within forty-five (45) Business Days after notice of such breach has
been delivered to the breaching party by the Party seeking termination (if the
Purchaser is in material breach of its representations, warranties, covenants or
agreements, such termination notice shall be given by the Sellers); or(e)
    
    upon notice from the China Banking Regulatory Commission or the U.S.
Government declining to approve the Transaction, with no recourse available under
Applicable Law.
 9.2
    
    Effect of Termination. If this Agreement is terminated pursuant to the provisions of
this Section 9, then this Agreement shall become void and
have no further effect;
provided, that no Party shall be relieved of any liability for a breach of this
Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to
constitute a waiver of any available remedy (including specific performance if available) for
any such breach or misrepresentation.9.3
    
    Survival. The provisions of Section 8,
this Section 9, Section 10
and Section 11 shall survive the expiration or early termination of this Agreement.10.
    
    GOVERNING LAW AND DISPUTE RESOLUTION10.1
    
    Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, U.S., without regard to conflicts of laws principles
thereunder.10.2
    
    Dispute Resolution.
 (a)
    
    Any dispute, controversy or claim (each, a Dispute)arising out of or in
connection with or relating to this Agreement, or the interpretation, breach,
termination or validity hereof, shall be resolved through consultation between
 16




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the Parties. Such consultation shall begin immediately after one Party has delivered to any
other Party a written request for such consultation. If the Dispute between such Parties
cannot be resolved within thirty (30) days following the date on which such request for
consultation is delivered, either of such Parties may submit the Dispute for arbitration.(b)
    
    The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong
International Arbitration Centre (the Centre). The arbitration panel shall consist of three
(3) arbitrators. The Purchaser and the Sellers shall each nominate one (1) arbitrator and
deliver written notification of such nomination to the other Parties to the arbitration and
to the Centre within thirty (30) calendar days after delivery of the initial request for
arbitration. In the event that either the Purchaser or the Sellers fail to so nominate an
arbitrator within thirty (30) days after the Dispute is submitted for arbitration, then the
Secretary General of the Centre shall appoint such member of the arbitral panel. The third
arbitrator, who shall serve as the chairman of the arbitration panel, shall be appointed by
the Secretary General of the Centre. In the event of a vacancy, a replacement arbitrator
shall be chosen according to the methods specified in this Section 10.2(b).(c)
    
    The arbitration proceedings shall be conducted in English. The arbitration tribunal shall
apply the Arbitration Rules of the United Nations Commission on International Trade Law as in
effect at the time of the arbitration. However, if such rules conflict with the provisions of
this Section 10.2, including the provisions concerning the appointment of the
arbitrator, the provisions of this Section 10.2 shall prevail.(d)
    
    The arbitrators shall decide any Dispute submitted by the Parties strictly in accordance
with the substantive laws of the State of California, and shall not apply any other
substantive law.(e)
    
    Each Party shall cooperate with the other Parties in making full disclosure of and providing
complete access to all information and documents requested by the other Parties in connection
with such arbitration proceedings, subject only to any confidentiality obligations binding on
such Party.(f)
    
    The costs of arbitration shall be borne by the losing Party or Parties, unless otherwise
determined by the arbitration tribunal.(g)
    
    When any Dispute occurs and when any Dispute is under arbitration, except for the matters in
dispute, the Parties shall continue to fulfill their respective obligations and shall be
entitled to exercise their rights under this Agreement.(h)
    
    The award of the arbitration tribunal shall be final and binding upon the Parties, and the
prevailing Party or Parties may apply to a court of competent jurisdiction for enforcement of
such award.(i)
    
    Any Party shall be entitled to seek preliminary injunctive relief from any court of
competent jurisdiction pending the constitution of the arbitration tribunal.
 17




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11.
    
    MISCELLANEOUS11.1
    
    Nature of Certain Obligations. The representations, warranties, covenants and
agreements of the Sellers given or made hereunder are the several (and not joint)
representations, warranties, covenants and agreements of each Seller. No Seller shall be
responsible for any Indemnifiable Losses the Purchaser may suffer as a result of any breach
of the representations, warranties, covenants or agreements made by another Seller.11.2
    
    Waiver of Certain Rights. Not withstanding anything to the contrary set forth in any
prior agreement, arrangement or understanding of any Seller, including but not limited to
that certain Participation Agreement dated as of October, 2006 by and among CPG, M. Thai, DEG
and the Company, each of the Sellers hereby consents to the Transaction and each of the
transactions contemplated by this Agreement and the KBANK Agreement, and each of the Sellers
hereby irrevocably waives any right with respect to the Transaction or any transaction
contemplated by this Agreement and the KBANK Agreement, including but not limited to any
right to receive notice of, to participate in, to consent to or otherwise to approve any such
transaction.11.3
    
    Successors and Assigns. No Party may assign or transfer any of its rights or
obligations under this Agreement without prior written consent of the other Parties. The
provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the
successors and permitted assigns of the Parties.11.4
    
    Entire Agreement. This Agreement, including all of the exhibits and schedules hereto,
constitutes the entire agreement among the Parties with regard to the subject matter of this
Agreement and supersedes all prior written or oral understandings or agreements.11.5
    
    Language. This Agreement has been executed in English and Chinese counterparts. The
two language texts shall have equal validity and legal effect, but in the event of a
conflict, the English version shall prevail.11.6
    
    Notices. Except as may be otherwise provided herein, all notices, requests, waivers
and other communications made to a Party pursuant to this Agreement shall be in writing and
shall be conclusively deemed to have been duly given (a) when hand delivered to such Party;
(b) when received if sent by facsimile (as indicated by the transmission confirmation report
generated by the facsimile machine of the sender); or (c) three (3) Business Days after
deposit with an overnight delivery service, postage prepaid, addressed to such Party with
next-business-day delivery guaranteed, provided that the sending Party receives a
confirmation of delivery from the delivery service provider, at the addresses and fax number
indicated below:
 If to CPG:
    
    Charoen Pokphand Group Co., Ltd.C.P. Tower 313 Silom RoadBangkok 10500, ThailandAttn:       K. Umroong SanphasitvongTel:            +662-631-0530Fax:            +662-625-8256
 18




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If to M. Thai:
    
    
    
    M. Thai Group Ltd.25th Floor, CTI Tower, 191/26-29 Radchadapisek RoadKlongtoey, Bangkok 10110, ThailandAttn:          Mr. Nakarin VirameteekulTel:            +662-261-1144Fax:            +662-261-1143If to DEG:
    
    
    
    DEG - Deutsche Investitions -und Entwicklungsgesellschaft mbHBelvederestrasse 40, 50933 Köln
(Müngersdorf), GermanyAttn:
         Portfolio ManagementTel:            +49-221-4986-1308Fax:            +49-221-4986-1104If to the Purchaser:
    
    
    
    United Commercial Bank555 Montgomery StreetSan Francisco, CA 94111, USAAttention:            Eileen RomeroTel:                      +1-415 315 2887Fax:                      +1-415 986 3878
 Any Party making a communication hereunder by facsimile shall promptly confirm by
telephone to the Party to whom such communication was addressed, but the absence of such
confirmation shall not affect the validity of any such communication. A Party may change or
supplement the addresses given above, or designate additional addresses, for purposes of
this Section 11.6 by giving the other Parties written notice of the new address in
the manner set out above.
 11.7
    
    Amendments and Waivers. Except as otherwise provided in this Agreement, no amendment
of any provision of this Agreement shall be valid unless it is in writing and signed by all
the Parties, and no waiver of any right under this Agreement shall be valid unless it is in
writing and signed by each Party enjoying the benefit of such right. No failure to exercise
or delay in exercising any right, power or remedy under this Agreement shall operate as a
waiver, nor shall any single or partial exercise of any right, power or remedy preclude any
other or further exercise of that to any other right, power or remedy.11.8
    
    Costs, Expenses and Taxes. Each Party shall bear its own legal and other expenses,
including taxes, incurred with respect to the transactions contemplated by this Agreement.11.9
    
    Severability. If any provision(s) of this Agreement is/are held to be unenforceable
under Applicable Law or public policy, then so long as the economic or legal substance of the
transactions contemplated hereunder is not affected in any manner materially adverse to any
Party, such provision(s) shall be excluded from this Agreement and all other terms or
provisions of this Agreement shall continue to remain in full force and effect11.10
    
    Announcements. No announcement or circular in connection with the existence or the
subject matter of this Agreement shall be made or issued by or on behalf of any Party without
the prior written approval (which shall not be unreasonably delayed or
 19




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withheld) of the other Parties during the period prior to Closing. This shall not affect the
issue of any announcement or circular required by law or the rules of any stock exchange
but, if practicable, the Parties shall consult prior to the making or issuance of any such
announcement or circular.
 11.10
    
    Further Assurances. Each Party shall do all things reasonably within its power
which are required or appropriate to give full effect to the spirit and intent of this
Agreement.
 Remainder
of page intentionally left blank; signatures to follow
 20




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IN WITNESS WHEREOF,
 UNITED COMMERCIAL BANKBy:

/s/
Thomas S. WuName:
    Thomas S. WuCapacity: Chairman, Chief Executive
                   Officer and PresidentCHAROEN POKPHAND GROUP CO., LTD.By:

/s/
K. Umroong SanphasitvongName:
    K. Umroong SanphasitvongCapacity: Authorized SignatoryM. THAI GROUP LIMITEDBy:

/s/
Nakarin VirameteekulName:
    Nakarin VirameteekulCapacity: Authorized SignatoryDEG - DEUTSCHE INVESTITIONS UND
ENTWICKLUNGSGESELLSCHAFT MBHBy:

/s/
Rolf GerberName:
    Rolf GerberCapacity:  First Vice PresidentBy:

/s/
Jutta WagenseilName:
    Jutta WagenseilCapacity: Vice President S - 1




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SCHEDULE A(i)
 EQUITY INTEREST AND OWNERSHIP PERCENTAGE
 OwnershipPercentage(based on521,500,000 totalregistered capital ofSeller
    
    Equity Interest
    
    the Company)Charoen Pokphand Group
Co., Ltd.
    
    RMB 303,721,600
    
    
    58.24
    %M. Thai Group Limited
    
    RMB107,220,400
    
    
    20.56
    %DEG - Deutsche
Investitions und
Entwicklungsgesellschaft
mbH
    
    RMB 74,835,250
    
    
    14.35
    %TOTAL:
    
    RMB 485,777,250
    
    
    93.15
    %
 SCHEDULE A(ii)
 PURCHASE PRICE PAYABLE
 Purchase Price
    
    Percentage ofPayable by
    
    Purchase PricePurchaser to
    
    Payable toSeller
    
    Seller
    
    SellerCharoen Pokphand Group
Co., Ltd.
    
    US$133,434,500
    
    
    65.09
    %M. Thai Group Limited
    
    US$42,148,000
    
    
    20.56
    %DEG - Deutsche Investitions
und Entwicklungsgesellschaft
mbH
    
    US$29,417,500
    
    
    14.35
    %TOTAL:
    
    US$205,000,000
    
    
    100
    %
 A-1




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SCHEDULE B
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
 Section 8.7
 Organization and Qualification of the Seller
 Authority to Enter Into This Agreement
 No Breach
    Required Consents
 B-1




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Equity Interest Schedule A(i)
 Organization and Qualification of the Company
 Registered Capital of the Company
 Subsidiaries; Branch Offices
 Financial Matters
 Position since Balance Sheet Date
 B-2




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Absence of Undisclosed Liabilities
 Assets
 Licenses of the Company
    Section 13
 Compliance with Laws Section 14
 B-3




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Material Contracts
     Litigation
 B-4




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Brokers Fees
 Taxes
    Dividends
 B-5




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SCHEDULE C
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
  Organization of the Purchaser.
 Authorization of Transaction.
 No Breach.
    CBRC Criteria
 Required Consents.
 Brokers Fees
 C-1




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EXHIBIT A
FORM OF RECEIPT OF PURCHASE PRICE
 Closing Date
 Agreement), UCB CPG th (M. Thai), (DEG Sellers), Company). Section 3.2(g)
 THE UNDERSIGNED,    Section 2.2
 IN WITNESS WHEREOF,
 [SELLER]By:Name:Capacity: 1




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EXHIBIT B
FORM OF SELLERS COMPLIANCE CERTIFICATE
 Closing Date
 Agreement), UCB CPG th (M. Thai), (DEG Sellers), Company). Section 7.1(d)
 THE UNDERSIGNED,    Sections 7.1 (a) (b) (c)
 IN WITNESS WHEREOF,
 [SELLER]By:Name:Capacity: 1




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EXHIBIT C
FORM OF PURCHASERS COMPLIANCE CERTIFICATE
 Closing Date
 Agreement (UCB), (CPG), th (M. Thai), DEG Sellers), Company) Section 7.2 (d)
 THE UNDERSIGNED   Sections 7.2 (a) (b) (c)
 IN WITNESS WHEREOF,
 UNITED COMMERCIAL BANKBy:Name:Capacity: 1