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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 2002

Commission File No.: 000-24947

UCBH HOLDINGS, INC.

(exact name of registrant as specified in its charter)


|                                                                                        |  |                                                
|--------------------------------------------------------------------------------------- |  | -----------------------------------------------
|DELAWARE
(State or other jurisdiction of
incorporation or organization)                 |  | 94-3072450
(I.R.S. Employer
Identification No.)
|                                                                                        |  |                                                
|711 VAN NESS AVENUE, SAN FRANCISCO, CALIFORNIA
(Address of principal executive offices) |  | 94102
(Zip Code)                               

Registrants telephone number, including area code: (415) 928-0700

Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class)

PREFERRED STOCK PURCHASE RIGHTS
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ü] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ü] No [  ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant, i.e., persons other than directors and executive officers of
the registrant, is $870,360,777 and is based upon the last sales price as quoted
on The Nasdaq Stock Market for February 24, 2003.

As of February 24, 2003, the
Registrant had 21,022,369 shares of common stock,
par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended December
31, 2002, are incorporated by reference into Part II of this Form 10-K.

Portions of the Proxy Statement for the April 24, 2003 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Form 10-K.





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TABLE OF CONTENTS



|               |                                                                                                          |  |  |  |  |  |  | 
|-------------- | -------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I        
|               | Item 1. Business                                                                                        
|               | Market Area                                                                                             
|               | Current Banking Services                                                                                
|               | Subsidiaries of the Company and the Bank                                                                
|               | Lending Activities                                                                                      
|               | Deposits                                                                                                
|               | Competition                                                                                             
|               | Historical Operations                                                                                   
|               | Supervision and Regulation                                                                              
|               | Employees                                                                                               
|               | Availability of Exchange Act Reports on the Companys Web Site                                          
|               | Executive Officers of the Registrant                                                                    
|               | Item 2. Properties                                                                                      
|               | Item 3. Legal Proceedings                                                                               
|               | Item 4. Submission of Matters to a Vote of Security Holders                                             
|PART II       
|               | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                           
|               | Item 6. Selected Financial Data                                                                         
|               | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations           
|               | Item 7A. Quantitative and Qualitative Disclosures about Market Risk                                     
|               | Item 8. Financial Statements and Supplementary Data                                                     
|               | Item 9. Changes in and Disagreements with Independent Accountants on Accounting and Financial Disclosure
|PART III      
|               | Item 10. Directors and Executive Officers of the Registrant                                             
|               | Item 11. Executive Compensation                                                                         
|               | Item 12. Security Ownership of Certain Beneficial Owners and Management                                 
|               | Item 13. Certain Relationships and Related Transactions                                                 
|               | Item 14. Controls and Procedures                                                                        
|PART IV       
|               | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                                
|SIGNATURES    
|CERTIFICATIONS
|Exhibit 3.2   
|Exhibit 13.0  
|Exhibit 21.0  
|Exhibit 23.1  



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FORM 10-K

|               |  |          |  |                                                                                                  |  |   
|-------------- |  | -------- |  | ------------------------------------------------------------------------------------------------ |  | --
|PART I         |  | Item 1.  |  | Business                                                                                         |  | 1 
|               |  |          |  | Market Area                                                                                      |  | 1 
|               |  |          |  | Current Banking Services                                                                         |  | 1 
|               |  |          |  | Subsidiaries of
the Company and the Bank                                                         |  | 2 
|               |  |          |  | Lending Activities                                                                               |  | 2 
|               |  |          |  | Deposits                                                                                         |  | 5 
|               |  |          |  | Competition                                                                                      |  | 5 
|               |  |          |  | Historical Operations                                                                            |  | 6 
|               |  |          |  | Supervision and Regulation                                                                       |  | 7 
|               |  |          |  | Employees                                                                                        |  | 11
|               |  |          |  | Availability of
Exchange Act Reports on the Companys Web Site                                   |  | 12
|               |  |          |  | Executive Officers of the Registrant                                                             |  | 12
|               |  | Item 2.  |  | Properties                                                                                       |  | 14
|               |  | Item 3.  |  | Legal Proceedings                                                                                |  | 14
|               |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                              |  | 14
|              
|PART II        |  | Item 5.  |  | Market for Registrants Common Equity and Related Stockholder Matters                            |  | 15
|               |  | Item 6.  |  | Selected Financial Data                                                                          |  | 15
|               |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations            |  | 15
|               |  | Item 7A. |  | Quantitative and Qualitative Disclosures about Market Risk                                       |  | 15
|               |  | Item 8.  |  | Financial Statements and Supplementary Data                                                      |  | 15
|               |  | Item 9.  |  | Changes in and Disagreements with Independent Accountants on Accounting
and Financial Disclosure |  | 15
|              
|PART III       |  | Item 10. |  | Directors and Executive Officers of the Registrant                                               |  | 16
|               |  | Item 11. |  | Executive Compensation                                                                           |  | 16
|               |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                                   |  | 16
|               |  | Item 13. |  | Certain Relationships and Related Translations                                                   |  | 16
|               |  | Item 14. |  | Controls and Procedures                                                                          |  | 16
|              
|PART IV        |  | Item 15. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                  |  | 17
|Signatures     |  |          |  |                                                                                                  |  | 19
|Certifications |  |          |  |                                                                                                  |  | 20
|               |  |          |  |                                                                                                  |  |   
|Exhibit 3.2    |  |          |  |                                                                                                  |  |   
|               |  |          |  |                                                                                                  |  |   
|Exhibit 13.0   |  |          |  |                                                                                                  |  |   
|               |  |          |  |                                                                                                  |  |   
|Exhibit 21.0   |  |          |  |                                                                                                  |  |   
|               |  |          |  |                                                                                                  |  |   
|Exhibit 23.1   |  |          |  |                                                                                                  |  |   





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Certain statements contained in this annual report on Form 10-K, including
without limitation, statements containing the words confident that,
believes, plans, expects, anticipates, and words of similar import,
constitute forward-looking statements within the meaning of applicable law.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general
economic and business conditions in those areas in which the Company operates;
demographic changes; the ability of the Company to assimilate recent acquisitions;
competition; fluctuations in market interest rates; changes in business
strategies; changes in governmental regulations; changes in credit quality and
other risks and other uncertainties including those detailed in the reports
filed by the Company with the Securities and Exchange Commission (the SEC).
Given these risks and uncertainties, undue reliance should not be placed on
such forward-looking statements.




PART I




Item 1. Business

UCBH
Holdings, Inc. (UCBH, the Company, we, us, or our) is a Delaware
corporation incorporated in 1998 that is registered with the Board of Governors
of the Federal Reserve System as a bank holding company. We conduct our
principal business through our wholly-owned banking subsidiary, United
Commercial Bank (UCB or the Bank), which makes up almost all of our
consolidated assets and revenues. UCB is a California state-chartered
commercial bank.

In 2002, we increased our presence in California and opened our first
branch in New York. On October 28, 2002, we acquired all of the outstanding
shares of Bank of Canton of California, a California banking corporation
(BCC). BCC was merged into the Bank. BCC was a Chinese-focused commercial
bank headquartered in San Francisco, with offices in the Bay Area and
metropolitan Los Angeles. BCC was founded in 1937 as a California-based
institution whose mission was to serve the Chinese communities in San
Francisco. On December 13, 2002, the Bank purchased certain
assets and assumed certain liabilities of a branch of Broadway National Bank, a national banking
association (BNB) located in Brooklyn, New York. We intend to continue to
grow within our existing markets, to branch into or acquire financial
institutions in existing markets, and to branch into or acquire financial
institutions in other markets consistent with our capital requirements and
management abilities.




Market Area

We concentrate on marketing our services in the San Francisco Bay area,
which includes the City of San Francisco, the South Bay, and the East Bay, the
Sacramento/Stockton metropolitan area, and the Los Angeles metropolitan area,
focusing on the areas with a high concentration of ethnic Chinese. The ethnic
Chinese markets within our primary market area have grown rapidly. Based on
Census 2000, there were 4.2 million Asians living in California, and there were
also approximately 240,000 Asians and Pacific Islanders living in San Francisco
County, which is approximately 31% of the total population of the county.

We currently have 42 offices in the State of California, one office in
Brooklyn, New York, and one representative office in Hong Kong, SAR, China.
Our Northern California locations include 29 offices and we have 13 offices in
Southern California. Our new business is approximately equally divided between
Northern and Southern California. We have tailored our products and services
to meet the financial needs of these growing Asian and ethnic Chinese
communities. We believe that this approach, together with the relationships of
our management and Board of Directors with the Asian and ethnic Chinese
communities, provides us with an advantage in competing for customers in our
market area. We are the leading financial institution focused on serving the
ethnic Chinese community within the United States.




Current Banking Services

Through our branch network, we provide a wide range of personal and
commercial banking services to small- and medium-sized businesses, business
executives, professionals and other individuals. We offer multilingual
services to all of our customers in English, Cantonese and Mandarin.

1



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We offer the following deposit products:



| |  |  | Business checking, savings and money market accounts
| | - |  | ----------------------------------------------------
|
| |  |  | Personal checking, savings and money market accounts
|
| |  |  | Time deposits (certificates of deposit)             
|
| |  |  | Individual Retirement Accounts (IRAs)               

We offer a full complement of loans, including the following types of loans:



| |  |  | Commercial real estate loans (residential and nonresidential)                                                                                                  
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Construction loans to small- and medium-sized developers for
construction of single family homes, multifamily and commercial
properties                        
|
| |  |  | Commercial, accounts receivable
and inventory loans to small- and medium-sized businesses with annual revenues generally ranging
from $500,000 to $20.0 million
|
| |  |  | Short-term trade finance facilities for terms of less than
one year to U.S. importers, exporters and manufacturers                                             
|
| |  |  | Loans guaranteed by the Small Business Administration (SBA)                                                                                                  
|
| |  |  | Residential real estate loans                                                                                                                                  
|
| |  |  | Home equity lines of credit                                                                                                                                    

We provide a wide range of specialized services, including international
trade services for business clients, MasterCard and Visa merchant deposit
services, cash management services and e-business services. We also provide
trade finance facilities for customers involved in the import and/or export of
goods between Asia and California.

We maintain an Internet portal, www.ibankUNITED.com. This interactive
site, available in both English and Chinese versions, provides easy access to
business and personal online banking services, a trade finance management
system and a number of other features. Visitors to the site can track a stock
portfolio, make travel arrangements, shop, and get up-to-the-minute information
about events in their local community. We believe our portal serves as a
strong platform to promote the Bank, delivers advanced products and e-business
services, and provides new sources of fee income.




Subsidiaries of the Company and the Bank

The Company has eight wholly-owned
subsidiaries, including the Bank. The seven subsidiaries other than
the Bank are special purpose trusts formed by the Company for the
purpose of issuing Guaranteed Preferred Beneficial Interests in the
Companys Subordinated Debentures.

The Bank
has five wholly-owned subsidiaries. Two of the five subsidiaries,
Bank of Canton of California Building Corporation and California
Canton International Bank (Cayman) Limited were acquired in the BCC transaction.
Bank of Canton of California Building Corporation holds
the property at 555 Montgomery Street in San Francisco,
California. California Canton International Bank (Cayman) Limited
provides banking services and has deposits of $1.3 million as of
December 31, 2002 and assets consisting of Fed funds and securities. Of the remaining three subsidiaries of the
Bank, two are inactive and one acts as a trustee under deeds of trust
securing promissory notes held by the Bank.




Lending Activities

Underwriting and Credit Administration.Our Board of Directors has
established basic lending policies. Our policies require that loans meet
minimum underwriting criteria. The Board has granted limited loan approval
authority to certain officers of the Bank. The Board requires that the
collateral for all real estate loans be valued by an approved independent
outside real estate appraiser. Any loan requests over individual officer
limits must be approved by the President. All loan growth results from
internal originations. Although the Bank participates in loans
with other banks, it does not buy whole loans from third parties or
brokers.

Our Credit Review Committee, which includes Thomas S. Wu (Chairman,
President and Chief Executive Officer or CEO), Jonathan H. Downing (Executive
Vice President and Chief Financial Officer or CFO), William T. Goldrick
(Executive Vice President and Chief Credit Officer or CCO), Sylvia Loh
(Executive Vice President and Director of Commercial Banking) and Peter C. Sim
(First Vice President and Risk Manager), among others, reviews and ratifies all
loans over $750,000. Individual loans over $5.0 million and all loans bringing
a borrowers aggregate loan over $5.0 million are reviewed and ratified by the
Board of Directors.

As part of our credit administration process, we conduct an internal asset
credit quality review. Additionally, an outside credit review agency, composed
of former bankers and former bank regulators, reviews all commercial loans over
$100,000. Our CEO, CFO, CCO, and lending division heads meet every two weeks
to review delinquencies, nonperforming assets, classified assets and other
relevant information to evaluate credit risk within our loan portfolio. The
results are reviewed by the Board of Directors quarterly.

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Loan Portfolio. At December 31, 2002, our loan portfolio was composed of
the following loans:

|                                                |  |              |         |                |  |  |     |  
|----------------------------------------------- |  | ------------ | ------- | -------------- |  |  | --- | -
|                                                |  | (Dollars     |         | Percentage    
|                                                |  | in Millions) |         | of Gross Loans
|                                                |  |              |         |               
|Commercial real estate loans                    |  | $            | 1,279.8 |                |  |  | 42  | %
|Multifamily mortgage loans                      |  |              | 914.6   |                |  |  | 30  |  
|Construction loans                              |  |              | 216.2   |                |  |  | 7   |  
|Commercial business loans                       |  |              | 261.8   |                |  |  | 9   |  
|Residential mortgage (one to four family) loans |  |              | 311.1   |                |  |  | 10  |  
|Other consumer loans                            |  |              | 49.4    |                |  |  | 2   |  
|                                                |  |              |         |                |  |  |     |  
|Total                                           |  | $            | 3,032.9 |                |  |  | 100 | %
|                                                |  |              |         |                |  |  |     |  

Commercial
Lending  General.Our Commercial Banking Division is staffed
with experienced commercial lending officers. Below is a description of the
types of commercial loans that we offer.

Commercial Real Estate (Nonresidential) Mortgages. We originate
medium-term commercial real estate loans that are secured by commercial or
industrial buildings. These properties are either used by their owners for
business purposes (known as owner-user properties) or have income derived from
tenants (known as investment properties).

We solicit borrowers in the following ways:



| |  |  | Through referrals from our branch offices                                                          
| | - |  | ---------------------------------------------------------------------------------------------------
|
| |  |  | Through direct solicitation of borrowers and real estate
brokers by our commercial lending officers
|
| |  |  | Through referrals from existing customers                                                          

At December 31, 2002, we had approximately 1,402 commercial real estate
loans with a total balance of approximately $1.28 billion.

During the year ended December 31, 2002, new commercial real estate loan
commitments were $355.7 million, as compared to $310.1 million for 2001, and
$248.4 million for 2000. At December 31, 2002, we had $151.7 million of
commercial real estate loans in our pipeline. However, there is no
assurance that all the loans in the pipeline will close.

Commercial real estate loans are generally larger and involve more risk
than residential mortgages. Payments on commercial real estate loans are
generally dependent on the successful operation or management of the
properties. Therefore, repayment is more closely tied to the state of the real
estate market and the general economy. We attempt to reduce these risks
through our conservative underwriting standards and credit review processes.

Multifamily
Mortgages. We originate multifamily mortgage loans that are
generally secured by five- to 50-unit residential buildings. Substantially all
of our multifamily mortgage loans are secured by properties located in our
primary market area. We obtain full credit information on multifamily mortgage
borrowers and independently verify their income and assets. We also consider
their ability to manage the multifamily property and to assume responsibility
for the debt if there are unforeseen expenses or vacancies. We offer both
fixed-rate and adjustable-rate multifamily mortgage loans. Our adjustable-rate
multifamily loans are generally fixed for either one or six months and then
adjust every six months based upon the LIBOR index. Multifamily loans are
generally amortized over 30 years with balloon payments in 10 or 15 years.

At December 31, 2002, we had approximately 1,808 multifamily mortgage
loans with an aggregate outstanding principal balance of $914.6 million. The
average balance of such a loan was $506,000. At December 31, 2002, multifamily
loans were approximately 30% of our total loans. We originated $480.9 million
of multifamily loans during 2002, as compared to $256.8 million in 2001, and
$128.6 million in 2000.

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Construction Loans. We originate construction loans primarily for the
construction of entry-level and first-time move-up housing within California
and also for multifamily and commercial properties. We make these loans to
experienced builders and developers with whom we have relationships in our
primary market area. As of December 31, 2002, we had approximately 181
outstanding construction loans, with an aggregate principal balance of $216.2
million. The average balance of such loans was $1.2 million. New construction
commitments were $269.8 million in 2002, $251.7 million in 2001, and $202.5
million in 2000.

We generally originate construction loans in amounts up to 70% of either
the appraised value of the property, as improved, or the sales price, whichever
is lower. The funds are disbursed on a percentage of completion basis or as
construction thresholds are met. We normally require the guarantee of
principals of corporate or partnership borrowers. Construction loans have
adjustable interest rates tied to the prime rate. Construction loans are
generally prime based, are written for a one-year term and may have up to a
one-year renewal option.

Construction financing generally has a higher degree of credit risk than
long-term loans on improved, owner-occupied real estate. The risk is dependent
largely on the value of the property when completed as compared to the
estimated cost, including interest, of building it. If the estimated value is
inaccurate, the completed project may have a value too low to assure full
repayment of the loan.

Commercial Business Loans. We provide commercial business loans to
customers for working capital purposes and loans to finance equipment, accounts
receivable and inventory. Working capital loans are subject to annual review
and generally the Bank obtains security interests in inventory and accounts
receivable. Equipment loans have terms of up to five years, and are secured by
the underlying equipment. Interest rates are normally based on the prime rate.
During 2002, new commercial business loan commitments were $193.8 million, as
compared to $205.9 million in 2001 and $96.1 million in 2000.

Unlike mortgage loans, which are secured by real estate for which a value
can be determined more easily, commercial business loans involve more risk
because repayment is substantially dependent on the cash flow of the borrowers
business. Also, any collateral securing the loan may depreciate, may be
difficult to value, or may fluctuate in value depending on the success of the
business.

Commercial Lines of Credit. We provide commercial lines of credit to
small- and medium-sized companies to finance their accounts receivable and
inventory on a short-term basis (less than one year) and/or to finance their
equipment and working capital on a long-term basis (over one year).

Commercial lines of credit generally
have a higher degree of risk than does commercial real estate lending.
For commercial lines of credit, the repayment is generally based upon
the borrowers successful operation of business and/or
collection of accounts receivable. Such lines are generally supported
by first priority liens on accounts receivable and inventory and may be
also supported by first priority liens on equipment. Further,
commercial lines are guaranteed by the business owners and are
sometimes supported by junior liens on other real estate assets.

Generally, we structure our short-term financing to allow the borrower to
complete its trade cycle from the purchase of inventory to collection of
receivables. The line of credit may also include an option for the issuance of
letters of credit to overseas suppliers/sellers to permit the borrower to
obtain inventory.

Small Business Loans. We also originate and fund
loans that qualify for guaranty issued by the Small Business
Administration (SBA).
The Bank has been designated as a Preferred Lender Program
(PLP) lender by the SBA. As a PLP lender, the Bank can
approve small business loans on behalf of the SBA, thus providing a
more expeditious loan processing time frame for our borrowers.
Currently, the SBA normally guarantees from 75% to 85% of the principal and
accrued interest of such loans. We make these loans to eligible small
businesses to finance working capital, the purchase of equipment or the
purchase of real estate. Depending on the purpose of the loan, terms generally
range from seven to 25 years. We typically require that small
business loans be secured
by inventories and receivables or by real property, if commercial real estate is
being financed. Small business loans originated during 2002, 2001, and 2000 are reported
in commercial real estate, commercial business, and construction loans. During
2002, we originated $46.2 million of small business loans as compared to $35.1 million in
2001 and $20.5 million in 2000.

Consumer Lending  General. We make consumer loans, primarily residential
mortgage (one to four family) loans for our customers. We also provide home
equity loans.

Residential Mortgages (One to Four Family). Although we have placed our
primary emphasis on the origination of commercial loans, we also originate
consumer loans to meet the needs of our retail customer base. The majority of
our consumer loan originations are residential mortgage (one to four family)
loans. We originated $128.4 million of residential mortgage (one to four
family) loans in 2002, $126.3 million in 2001, and $34.7

4



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million in 2000. The increase in loan originations in 2002 reflects the
refinance activity resulting from the low market interest rates.

We offer fixed-rate and adjustable-rate loans, including intermediate
fixed-rate mortgages. Our fixed-rate loans have terms of 15 or 30 years.
Intermediate fixed-rate mortgages have fixed interest rates for three or five
years, and then adjust annually thereafter. We also offer ARM loans, with
interest rates that are fixed for six months and then readjust every six
months.

At December 31, 2002, we had approximately 1,750 residential mortgage (one
to four family) loans, totaling $311.1 million. At that date, the balance of
an average residential mortgage (one to four family) loan in our portfolio was
approximately $178,000.

Home Equity Lines of Credit (HELOC) and Other Consumer Loans. We also
make consumer loans, almost all of which are home equity lines of credit
secured by residential real estate. These lines generally consist of floating
rate loans tied to the prime rate. At December 31, 2002, we had approximately
$41.7 million residential mortgage HELOCs and other consumer loans totaling
$7.6 million. At that date, the balance of an average residential mortgage
HELOC and other consumer loans in our portfolio was approximately $14,000.




Deposits

Our depositors are primarily ethnic Chinese households, small- and
medium-sized businesses owned by ethnic Chinese, and ethnic Chinese business
executives, professionals and other individuals. We offer a range of deposit
products that are traditionally provided by commercial banks. For
interest-bearing deposits, the interest rates that we pay vary depending on the
size, term and type of deposit. We set our interest rates based on our need for
funds and market competition. As of December 31, 2002, less than 8% of our
deposits were held by customers located outside of the United States.
Additionally, the 100 depositors with the largest aggregate account balances
held less than 17% of our total deposits. At December 31, 2002, our weighted
average cost of deposits was 1.90%.




Competition

The banking and financial services industry in California, and
in our market areas, is highly competitive. The industry has
become increasingly competitive due in part to changes in regulation, changes
in technology and product delivery systems, and the consolidation of the
industry. We compete for loans, deposits and customers with the following
types of institutions:



| |  |  | Commercial banks                         
| | - |  | -----------------------------------------
|
| |  |  | Savings and loan associations            
|
| |  |  | Securities and brokerage companies       
|
| |  |  | Mortgage companies                       
|
| |  |  | Insurance companies                      
|
| |  |  | Finance companies                        
|
| |  |  | Money market funds                       
|
| |  |  | Credit unions                            
|
| |  |  | Other nonbank financial service providers

Many of
these competitors are much larger in terms of total assets and
capitalization, have greater access to capital markets and offer a broader
array of financial services than we do. To compete with these financial
services providers, we rely on local promotional activities, personal
relationships established by our officers, directors and bilingual employees
with customers, and specialized services tailored to meet our customers needs.

We compete for deposits in the ethnic Chinese markets with other banks
that serve the Asian community in California. We believe that we have three
major competitors targeting the ethnic Chinese market in California. These
competitors have branch locations in many of the same neighborhoods, provide
similar services, and market their services in similar Asian publications and
media in California. Additionally, there are numerous competitors who do not
target the ethnic Chinese market in California with whom we compete.

5



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Historical Operations

We are a full-service commercial bank serving the ethnic Chinese and Asian
communities in our market area, offering an array of commercial bank services
and products to our customers. However, until 1996, our operations consisted
of traditional thrift activities of originating residential mortgage (one to
four family) loans which we pooled or sold in the secondary market and retained
the servicing. We also originated residential (one to four family),
multifamily and commercial mortgages for our portfolio. As a result of
increased competition in the mortgage banking business, profit margins
contracted and loan servicing rights declined in value, due in part to higher
levels of prepayments. Our Board of Directors decided to shift our business
focus from that of a traditional thrift to a full-service commercial bank. The
Board saw opportunities to further improve our long-term prospects, in part by
taking advantage of our significant market share and our cross selling
opportunities to the ethnic Chinese and Asian communities in our market area.

We realigned responsibilities among senior management, and hired new
officers who had experience in commercial banking and in small business
lending within our market area. In January 1998, Thomas S. Wu
was appointed the President and Chief Executive Officer of the Bank and assumed
the responsibility of successfully shifting our business focus to commercial
banking services and products. Mr. Wu has over 20 years of diversified
domestic and international commercial banking experience. On October 10, 2001,
Mr. Wu was appointed Chairman, in addition to being President and Chief
Executive Officer of the Company and the Bank. Sylvia Loh was appointed head
of the newly established Commercial Banking Division in January 1996. She also
has over 20 years of commercial banking and trade finance experience with major
financial institutions. In January 1997, William T. Goldrick was recruited and
appointed Senior Vice President and Chief Credit Officer to establish
commercial lending policies and procedures and to strengthen our credit
evaluation. He has over 40 years of commercial banking experience.

In 1996, we established the Commercial Banking Division to offer an array
of commercial bank services and products mainly to our customers in the ethnic
Chinese communities. Since its establishment, we recorded approximately $1.99
billion in new commercial loan commitments. To support our commercial banking
activities, we implemented a commercial banking data processing system that
replaced our previous system that was designed for thrift institutions. The
installation was completed in February 1998. We also opened a commercial,
construction and small business lending office in Pasadena,
California, in the second quarter of 1998. We hired a team of commercial loan
officers with commercial lending experience and a group of
three small business banking officers, all previously affiliated with one of the leading lenders
focusing on small business lending to Asians, to staff the new office. Additionally, we
transferred the Director of Construction Lending to the Pasadena office to
cultivate new construction lending relationships in Southern California.

In January 1998, the Bank changed its name to United Commercial Bank from
United Savings Bank, F.S.B., to reflect our new focus on commercial banking.
On July 31, 1998, the Bank converted from a savings bank to a
California-chartered commercial bank, and UCBH Holdings, Inc. became a bank
holding company.

In April 1998, in a private offering the Company issued common stock to
various purchasers raising $128.6 million, net of issue costs. In conjunction
with the private offering pursuant to the terms of an Exchange and Redemption
Agreement with selling stockholders, $120.0 million of the proceeds was
exchanged for all of the shares of Common Stock then owned by the selling
stockholders. Following the Companys offering, the Companys stock began
trading on Nasdaq under the UCBH ticker on November 5, 1998.

In 2000, we established two new divisions to further our commercial
banking presence. In June 2000, we established the Asia Banking Division to
build new and strengthen existing relationships with clients doing business in
Asia, primarily in Hong Kong, China and Taiwan. Joseph Kwok was
appointed Director of Asia Banking
of the newly established Division. He has over 35 years of commercial banking
experience. The International Banking Division was established in December
2000 to enhance UCBs presence in the international trade finance community and
to promote the Bank as a full-service provider in that arena. Unlike larger
financial institutions, we provide a greater degree of personalized service,
responding and adapting more quickly to customer needs.

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We are working to expand our presence in the Asian and ethnic Chinese
markets through our multilingual ATMs, and through our multilingual telephone
banking system, customer service, loan officers, and multilingual Internet
portal. We have established mini-branches in or adjacent to Asian supermarkets
in selected areas as another means of increasing our market share and deposit
base.

We believe that these measures position us to take advantage of the
opportunities that are presented in our market area, and help us to better
serve the growing ethnic Chinese market in California.

In 2002, we increased our presence in California through the acquisition
of BCC which had done business in California for over sixty years and, like the
Bank, had deep roots in the Chinese community of San Francisco. We also
established a branch presence in Brooklyn, New York through the acquisition of
certain assets and assumption of certain liabilities of BNB. Additionally in
2002, we opened a representative office in Hong Kong to further strengthen the
international trade finance capabilities offered to our California-based
customers who conduct business with companies in Hong Kong, SAR, and
Taiwan.




Supervision and Regulation

Introduction

Both UCBH Holdings, Inc., as a bank holding company, and United Commercial
Bank, as a commercial bank, are extensively regulated under both federal and
state law. The following is a summary but not a complete description of
certain laws and regulations that govern the activities of the Company and the
Bank.

Regulation of the Company

The Company is a bank holding company registered with the Board of
Governors of the Federal Reserve System and is subject to the Bank Holding
Company Act of 1956, as amended, and the regulations of the Federal Reserve.
The Company files quarterly and annual reports with the Federal Reserve, as
well as any other information that the Federal Reserve may require under the
Bank Holding Company Act. The Federal Reserve examines the Company, and its
non-bank subsidiaries (Delaware and Connecticut special purpose
trusts). The Company is also
a bank holding company under California law, and is subject to examination by
the California Department of Financial Institutions (the DFI).

The Federal Reserve has the authority to require that the Company stop an
activity, whether conducted itself or through a subsidiary or affiliate, if the
Federal Reserve believes that the activity poses a significant risk to the
financial safety, soundness or stability of the Bank. The Federal Reserve can
also regulate provisions of certain debt of bank holding companies, including
imposing ceilings on interest rates and requiring reserves on such debt. In
certain cases, the Company will have to file written notice and obtain approval
from the Federal Reserve before repurchasing or redeeming its equity
securities. Additionally, the Federal Reserve imposes capital requirements on
the Company as a bank holding company.

As a registered bank holding company, the Company is required to obtain
the approval of the Federal Reserve before it may acquire all or substantially
all of the assets of any bank, or ownership or control of the voting shares of
any bank if, after giving effect to such acquisition of shares, the Company
would own or control more than 5% of the voting shares of such bank. The Bank
Holding Company Act prohibits the Company from acquiring any voting shares of,
or interest in, all or substantially all of the assets of a bank located
outside the State of California, unless such an acquisition is specifically
authorized by the laws of the state in which such bank is located. Any such
interstate acquisition is also subject to the provisions of the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994.

The Company and any subsidiaries which it may acquire or organize are
deemed to be affiliates of the Bank within the meaning of that term as
defined in the Federal Reserve Act. This means, for example, that there are
limitations on loans by the Bank to affiliates and on investments by the Bank
in affiliates stock.

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The Company and any subsidiaries are also subject to certain restrictions
with respect to engaging in the underwriting, public sale and distribution of
securities. Under the recently enacted Gramm-Leach-Bliley Act (discussed
below), qualifying bank holding companies making an appropriate election to the
Federal Reserve may engage in a full range of financial activities, including
insurance, securities and merchant banking.

As a company with securities registered under the Securities Exchange Act
of 1934, as amended (the Exchange Act), and listed on the Nasdaq, the Company
is also subject to regulation by the SEC and the Nasdaq.

Regulation of the Bank

Bank
Regulators. The Bank is a California state-chartered commercial bank,
and its deposits are insured by the Federal Deposit Insurance Corporation
(FDIC) up to the applicable legal limits. The Bank is supervised, examined
and regulated by the Commissioner of the DFI, as well as by the FDIC. Either
of these regulators may take remedial action if it determines that the
financial condition, capital resources, asset quality, earnings prospects,
management, or liquidity aspects of the Banks operations are unsatisfactory.
Either of these agencies may also take action if the Bank or its management is
violating or has violated any law or regulation. No regulator has taken any
such actions against the Bank in the past.

Safety and Soundness Standards. The FDIC and the Federal Reserve have
adopted guidelines that establish standards for safety and soundness of banks.
They are designed to identify potential safety and soundness problems and
ensure that banks address those concerns before they pose a risk to the deposit
insurance fund. If the FDIC or the Federal Reserve determines that an
institution fails to meet any of these standards, the agency can require the
institution to prepare and submit a plan to come into compliance. If the
agency determines that the plan is unacceptable or is not implemented, the
agency must, by order, require the institution to correct the deficiency.

The FDIC and the Federal Reserve also have safety and soundness
regulations and accompanying guidelines on asset quality and earnings
standards. The guidelines provide six standards for establishing and
maintaining a system to identify problem assets and prevent those assets from
deteriorating. The guidelines also provide standards for evaluating and
monitoring earnings and for ensuring that earnings are sufficient to maintain
adequate capital and reserves. If an institution fails to comply with a safety
and soundness standard, the agency may require the institution to submit and
implement an acceptable compliance plan or face enforcement action.

Other Regulations. The activities of the Bank as a consumer lender also
are subject to regulations under various federal laws, including the Truth in
Lending, the Equal Credit Opportunity, the Fair Credit Reporting, the
Electronic Fund Transfer and the Fair Debt Collection Practices Acts,
the USA
PATRIOT Act, as well as various state laws. These statutes impose requirements
on the making, enforcement, and collection of consumer loans and on the types
of disclosures that need to be made in connection with such loans.

Deposit Insurance Assessments

The FDIC charges an annual assessment ranging from 0 basis points to 27
basis points on domestic deposits for the insurance of deposits based on the
risk that a particular institution poses to its deposit insurance fund. An
institutions premium assessment is based on the probability that the deposit
insurance fund will incur a loss with respect to the institution, the likely
amount of any such loss, and the revenue needs of the deposit insurance fund.
The FDIC sets semi-annual assessments in an amount necessary to maintain or
increase the reserve ratio of the insurance fund to at least 1.25% of insured
deposits or a higher percentage as determined to be justified by the FDIC.
Legislation has been introduced in Congress that, if enacted, would require
among other things that all depository institutions pay some deposit insurance
premiums. The Bank, being considered well capitalized, was charged no
assessment by the FDIC insurance premium for the year ended December 31, 2002.

The Deposit Insurance Fund Act of 1996 included provisions to strengthen
the Savings Association Insurance Fund (SAIF) and to repay outstanding bonds
that were issued to recapitalize the SAIFs predecessor as a result of payments
made due to the insolvency of savings and loan associations and other federally
insured savings institutions. After January 1, 2001, banks must contribute
towards paying off the financing bonds, including interest. In 2002, the cost
to the Bank was $0.02 per $100 of deposits.

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Capital Requirements. The Bank is subject to the risk-based capital
guidelines of the FDIC. These guidelines provide a framework that is sensitive
to differences in risk between banking institutions. The amount of regulatory
capital that the Bank is required to have is dependent on the risk-weighting of
its assets. The ratio of its regulatory capital to its risk-weighted assets is
called its risk-based capital ratio. Assets and certain off-balance-sheet
items are allocated into four categories based on the risk inherent in the
asset, and are weighted from 0% to 100%. The higher the category, the more
risk the Bank is subject to and thus more capital that is required.
As of December 31, 2002, the Banks risk-based capital
ratio was 11.52%.

The guidelines divide a banks capital into two tiers. Tier I includes
common equity, retained earnings, certain non-cumulative perpetual preferred
stock, and minority interests in equity accounts of consolidated subsidiaries.
Goodwill and other intangible assets (except for mortgage servicing rights and
purchased credit card relationships, subject to certain limitations) are
subtracted from Tier I capital.

Tier II capital includes, among other items, cumulative perpetual and
long-term, limited-life preferred stock, mandatory convertible securities,
certain hybrid capital instruments, term subordinated debt and the allowance
for loan losses (subject to certain limitations). Certain items are required
to be deducted from Tier II capital. Banks must maintain a total risk-based
capital ratio of 8%, of which at least 4% must be Tier I capital.

In addition, the FDIC has regulations prescribing a minimum Tier I
leverage ratio (Tier I capital to total adjusted assets, as specified in the
regulations). Although the minimum leverage ratio of Tier I
capital to total assets is 3%, to maintain high regulatory ratings
banks must have a minimum Tier I leverage ratio of 4%. The FDIC may impose higher limits on individual
institutions when particular circumstances exist. If a bank is experiencing or
anticipating significant growth, the FDIC may expect it to have capital ratios
well above the minimum. At December 31, 2002, the Banks
Tier I leverage ratio was 7.57%.

The Bank was in compliance with the risk-weighted capital and leverage
ratios at December 31, 2002. For further discussion of the Banks capital, see
Liquidity and Capital Resources under Managements Discussion and Analysis
incorporated in Part II hereof by reference to the Companys 2002 Annual Report
to Shareholders.

Prompt Corrective Action. The Federal Deposit Insurance Corporation
Improvement Act of 1991 requires the federal banking regulators to take prompt
corrective action against undercapitalized institutions. The FDIC and the
other bank regulatory agencies have established the following capital
categories to implement these provisions:



| |  |  | Well-capitalized has a total risk-based capital ratio of 10% or
greater, a Tier I risk-based capital ratio of 6% or greater, a
leverage ratio of 5% or greater, and is not subject to any written
agreement, order, capital directive, or prompt corrective action
directive.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Adequately capitalized has a total risk-based capital ratio of
8% or greater, a Tier I risk-based capital ratio of 4% or greater, and
a leverage ratio of 4% or greater (3% or greater if rated Composite
1 under the CAMELS rating system).                                 
|
| |  |  | Undercapitalized has a total risk-based capital ratio of less
than 8%, a Tier I risk-based capital ratio of less than 4%, or a
leverage ratio of less than 4% (3% if rated Composite 1 under the
CAMELS rating system).                                                      
|
| |  |  | Significantly undercapitalized has a total risk-based capital
ratio of less than 6%, a Tier I risk-based capital ratio of less than
3%, or a leverage capital ratio of less than 3%.                                                                                         
|
| |  |  | Critically undercapitalized has a ratio of tangible equity to
total assets that is equal to less than 2%.                                                                                                                                                                    

Federal regulators are required to take prompt corrective action to solve
the problems of those institutions that fail to satisfy their minimum capital
requirements. As an institutions capital level falls, the level of
restrictions becomes increasingly severe and the institution is allowed less
flexibility in its activities.

As of
December 31, 2002, the Bank was classified as a well-capitalized
institution under the definitions.

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Community Reinvestment Act. Under the Community Reinvestment Act (CRA),
as implemented by FDIC regulations, a bank has an obligation, consistent with
safe and sound operation, to help meet the credit needs of its entire
community, including low and moderate income neighborhoods. The CRA does not
establish specific lending requirements or programs, nor does it limit a banks
discretion to develop the types of products and services that it believes are
best suited to its community. It does require that federal banking regulators,
when examining an institution, assess the institutions record of meeting the
credit needs of its community and to take such record into account in
evaluating certain applications. As a state-chartered non-member bank, the
Bank is subject to the fair lending requirements and reporting obligations
involving home mortgage and small business lending operations of the CRA.
Federal regulators are required to provide a written examination report of an
institutions CRA performance using a four-tiered descriptive rating system.
These ratings are available to the public. Based on the last examination
conducted by the FDIC in 2000, the Banks CRA rating was Outstanding.

Gramm-Leach-Bliley Financial Modernization Act of 1999

Effective March 12, 2000, the Gramm-Leach-Bliley Act (the Act)
eliminated most of the remaining depression-era firewalls between banks,
securities firms and insurance companies which were established by The Banking
Act of 1933, also known as the Glass-Steagall Act (Glass-Steagall).
Glass-Steagall sought to insulate banks as depository institutions from the
perceived risks of securities dealing and underwriting, and related activities.

Bank holding companies that can qualify as financial holding companies
can now, among other matters, acquire securities firms or create them as
subsidiaries, and securities firms can now acquire banks or start banking
activities through a financial holding company. This liberalization of United
States banking and financial services regulation applies both to domestic
institutions and foreign institutions conducting business in the United States.
Consequently, the common ownership of banks, securities firms and insurance
firms is now possible, as is the conduct of commercial banking, merchant
banking, investment management, securities underwriting and insurance within a
single financial institution using a financial holding company structure
authorized by the Act.

In order for a commercial bank to affiliate with a securities firm or an
insurance company pursuant to the Act, its bank holding company must qualify as
a financial holding company. A bank holding company will qualify if (i) its
banking subsidiaries are well capitalized and well managed and (ii) it
files with the Board of Governors a certification to such effect and a
declaration that it elects to become a financial holding company. The Bank
Holding Company Act now permits financial holding companies to engage in
activities, and acquire companies engaged in activities, that are financial in
nature or incidental to such financial activities. Financial holding companies
are also permitted to engage in activities that are complementary to financial
activities if the Board of Governors determines that the activity does not pose
a substantial risk to the safety or soundness of depository institutions or the
financial system in general.

The Act also requires that federal financial institutions and securities
regulatory agencies prescribe regulations to implement the policy that
financial institutions must respect the privacy of their customers and protect
the security and confidentiality of customers non-public personal information.
These new regulations require, in general, that financial institutions (1) may
not disclose non-public personal information of customers to non-affiliated
third parties without notice to their customers, who must have an opportunity
to direct that such information not be disclosed; (2) may not disclose customer
account numbers except to consumer reporting agencies; and (3) must give prior
disclosure of their privacy policies before establishing new customer
relationships.

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USA PATRIOT Act

Under the USA PATRIOT Act of 2001, adopted by the U.S. Congress on October
26, 2001 to combat terrorism, FDIC insured banks and commercial banks will be
required to increase their due diligence efforts for correspondent accounts and
private banking customers. The USA PATRIOT Act requires banks to engage in
additional record keeping or reporting, requiring identification of owners of
accounts, or of the customers of foreign banks with accounts, and restricting
or prohibiting certain correspondent accounts.

During 2002, the Federal Crimes Enforcement Network (FinCEN), a bureau of
the Department of Treasury, issued regulations to implement the provisions of
the USA PATRIOT Act. To date, it has not been possible to predict the impact
and USA PATRIOT Act and its implementing regulations may have on the Company
and the Bank.

Sarbanes-Oxley Act of 2002

On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002 (the Sarbanes-Oxley Act). The Sarbanes-Oxley Act represents a
comprehensive revision of laws affecting corporate governance, accounting
obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to
all companies with equity or debt securities registered under the Exchange Act. In particular, the Sarbanes-Oxley Act establishes: (i) new
requirements for audit committees, including independence, expertise, and
responsibilities; (ii) additional responsibilities regarding financial
statements for the chief executive officer and chief financial officer of the
reporting company; (iii) new standards for auditors and regulation of audits;
(iv) increased disclosure and reporting obligations for the reporting company
and their directors and executive officers; and (v) new and increased civil and
criminal penalties for violation of the securities laws. Many of the
provisions became effective immediately while other provisions become effective
over a period of 30 to 270 days and are subject to rulemaking by the SEC.
Although we anticipate that we will incur additional expense in complying with
the provisions of the Sarbanes-Oxley Act and the resulting regulations,
management does not expect that such compliance will have a material impact on
our results of operations or financial condition.

The Sarbanes-Oxley Act generally prohibits loans by the Company to its
executive officers and directors. However, the Act contains a specific
exception from such prohibitions for loans by the Bank to its executive
officers and directors in compliance with federal banking regulations
restrictions on such loans. The Banks authority to extend credit to
affiliates, is also governed by federal law. Such loans are required to be
made on terms substantially the same as those offered to unaffiliated
individuals and that do not involve more than the normal risk of repayment. An
exception exists for loans made pursuant to a benefit or compensation program
that is widely available to all employees of the institution and does not give
preference to affiliates over other employees. The law limits both the
individual and aggregate amount of loans the Bank may make to affiliates based,
in part, on the Banks capital position and requires certain board approval
procedures to be followed. Neither the Company nor the Bank has ever made a
loan to an executive officer or director, nor do they intend to change this policy.




Employees

At December 31, 2002, we had 597 full-time equivalent employees. None of
the employees is covered by a collective bargaining agreement. We consider our
relationship with our employees to be satisfactory.

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Availability of Exchange Act Reports on the Companys Web Site

Our Internet address is www.ucbh.com. We make available free of charge
through our Internet web site our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports
filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the SEC.




Executive Officers of the Registrant

The following table sets forth the names, ages and positions of the
executive officers of the Company and the Bank as of February 21, 2003. There
are no family relationships between any director or executive officer and any
other director or executive officer of the Company or the Bank.

|                    |  |     |    |                                        |  |                                                            
|------------------- |  | --- | -- | -------------------------------------- |  | -----------------------------------------------------------
|Name                |  | Age |    | Position with the Company and the Bank
|                    |  |     |    |                                       
|Thomas S. Wu        |  |     | 44 |                                        |  | Chairman, President and Chief Executive Officer            
|Louis E. Barbarelli |  |     | 60 |                                        |  | Executive Vice President and Chief Information Officer     
|Jonathan H. Downing |  |     | 51 |                                        |  | Executive Vice President and Chief Financial Officer       
|William T. Goldrick |  |     | 71 |                                        |  | Executive Vice President and Chief Credit Officer          
|Joseph Kwok         |  |     | 61 |                                        |  | Senior Vice President and Director of Asia Banking         
|Dennis A. Lee       |  |     | 60 |                                        |  | Senior Vice President and Corporate Counsel                
|Gabriel Li          |  |     | 58 |                                        |  | Senior Vice President and Director of Operations           
|Sylvia Loh          |  |     | 47 |                                        |  | Executive Vice President and Director of Commercial
Banking
|Deanne Miller       |  |     | 54 |                                        |  | Senior Vice President and Director of Human Resources      
|Nelson Yuen         |  |     | 53 |                                        |  | Senior Vice President and Director of Retail Banking       

Mr. Thomas S. Wuwas appointed Chairman, President, and Chief Executive
Officer of UCBH and UCB on October 10, 2001. Prior to this appointment, he
served as President and Chief Executive Officer of UCB effective January 1,
1998. Prior to that appointment, Mr. Wu was the Executive Vice President and
Director of UCB as of September 25, 1997. Mr. Wu was elected President and
Chief Executive Officer of UCBH effective March 26, 1998, and as a director of
UCBH on April 17, 1998. Previously, Mr. Wu was the Director of Customer Care
for Pacific Link Communications Limited in Hong Kong where he was responsible
for formulating and implementing customer care, customer retention, and
customer communications strategies.

Mr. Louis E. Barbarelliwas appointed Executive Vice President and
Chief Information Officer of UCBH and UCB effective July 1, 2002. Previously,
Mr. Barbarelli served as Senior Vice President and Chief Information Officer of
UCBH and UCB effective February 1, 2002. Prior to that appointment, he served
as Senior Vice President, Chief Information Officer and Director of Operations
of UCBH and UCB effective January 1, 2000. Prior to that appointment, he
served as Senior Vice President and Director of Operations and Systems of UCB
since August 1993.

Mr. Jonathan H. Downingwas appointed Executive Vice President and Chief
Financial Officer of UCBH and UCB effective January 9, 2003. Prior to his
appointment, he served as Executive Vice President, Chief Financial Officer and
Treasurer of UCBH and UCB effective January 1, 2002. Prior to that
appointment, he served as Senior Vice President and Chief Financial Officer of
UCBH and UCB since 1989.

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Mr. William T. Goldrickhas been Executive Vice President and Chief Credit
Officer of UCBH and of UCB since July 1, 2002. Prior to that appointment, he
served as Senior Vice President and Chief Credit Officer of UCB since January
1997 and of UCBH since April 1998. Previously, Mr. Goldrick was the Senior
Vice President, Senior Credit Officer for America California Bank; Chief
Lending Officer for National American Bank; First Vice President-Manager Loan
Administration for MBANK; Vice President-Credit Policy and Vice
President-Senior Credit Officer for Asia for Crocker National Bank. Mr.
Goldrick has also held various international banking positions with Citibank.

Mr. Joseph Kwokhas been the Senior Vice President and Director of Asia
Banking of UCBH and of UCB since June 30, 2000. Prior to his appointment, he
served as Vice President of the Asia Banking Center of Bank of America, San
Francisco, since July 1, 1998. Prior to that, he served as Senior Vice
President and Managing Director of the Asia Banking Division at the Bank of San
Francisco since July 1, 1996.

Mr. Dennis A. Leehas been Senior Vice President and Corporate Counsel of
UCBH and UCB since January 1, 2001. Prior to that appointment, he served as
Vice President and Corporate Counsel of UCBH and UCB since 1993.

Mr. Gabriel Lihas been Senior Vice President and Director of Operations
of UCBH and UCB since February 1, 2002. Previously, Mr. Li was Executive Vice
President and Chief Financial Officer of Guaranty Bank of California from
April 1993 to January 2002. Prior to that, he served as Executive
Vice President and Chief Operations Officer of Security Pacific Asian
Bank, previously known as the Bank of Canton Ltd. in Hong Kong since
April 1974. Mr. Li has also held various operations positions at
Citibank, Hong Kong since January 1963.

Ms. Sylvia Lohhas been an Executive Vice President and Director of
Commercial Banking of UCBH and UCB since July 1, 2002 and joined UCB as Vice
President and Head of Commercial Banking in January 1996. From 1992 to 1996,
Ms. Loh held the position of Vice President, Relationship Manager, Bank of
America, International Trade Division.

Ms. Deanne Millerhas been Senior Vice President and Director of Human
Resources of UCBH and UCB since May 22, 1997.

Mr. Nelson Yuenhas been Senior Vice President and Director of Retail
Banking of UCBH and UCB since September 3, 2002. Prior to this
appointment, Mr. Yuen was
the Director of Investment Services of Chun Tin Holdings, Ltd., Hong Kong from 1999
to 2002; the General Manager of Concord Bank PR China from 1995 to 1998; the
Managing Director and Chief Executive of Delta Asia Financial Group; and
Hang Seng Bank in Macau from 1993 to 1995. Previously, Mr. Yuen
was Senior Vice President and Head
of Retail Banking Division from 1990 to 1992 and Vice President
Pacific Rim Business Development from 1987 to 1990 of Standard
Chartered Bank of Canada. He was the Liability Product Manager from
1985 to 1987, the Zone Controller from 1982 to 1985, the Branch
Manager from 1980 to 1982, and the Marketing Loan Officer from 1977
to 1980 of Standard Chartered Bank, Hong Kong.

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Item 2. Properties

The Companys principal offices are located at 711 Van Ness Avenue in San
Francisco, California, which serves as the Companys and the Banks
headquarters and is owned by the Bank. As a result of the BCC acquisition, the
Company acquired an office building at 555 Montgomery Street in San
Francisco, California.
The Bank owns six branch facilities and leases substantially all of its
remaining branch and office facilities under noncancellable operating leases,
many of which contain renewal options and some of which have escalation
clauses.

At December 31, 2002, the Company premises and equipment were comprised of
the following (dollars in thousands):

|                                                                    |  |  |   |       
|------------------------------------------------------------------- |  |  | - | ------
|Office building at 555 Montgomery
Street, San Francisco, California |  |  | $ | 51,502
|Office building at 711 Van Ness
Avenue, San Francisco, California   |  |  |   | 14,514
|Aggregate book value of all other premises and equipment            |  |  |   | 15,681




Item 3. Legal Proceedings

On October 8, 2000, Far East National Bank (Far East) sued United
Commercial Bank in San Francisco Superior Court for losses it allegedly
suffered as a result of funding a commercial line of credit to Top 1
International Trading and Investment, Inc. Far East alleged that in 1998 UCB
did not fully disclose to Far East Top 1s creditworthiness when Far East
refinanced the Top 1 loan. UCB denied Far Easts allegations. On July 26,
2002, a San Francisco jury awarded Far East $3.0 million in compensatory
damages and $6.0 million in exemplary damages. On September 30, 2002, UCB
settled the suit with Far East for $6.75 million, without admitting liability.

Management
is not currently aware of any other litigation
that will have a material adverse impact on the Companys consolidated
financial condition, or the results of operations.




Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders or otherwise
during the fourth quarter of the year ended December 31, 2002.

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PART II




Item 5. Market for Registrants Common Equity and Related Stockholder Matters

Information on the principal market for and trading price of the Companys
common stock, the number of holders of such stock, and dividend payments is
incorporated by reference from page 36 and from Note 11 on
page 60 of the
Companys 2002 Annual Report to Shareholders.




Item 6. Selected Financial Data

The
information required by this item is incorporated by reference to
page 15 of the Companys 2002 Annual Report to Shareholders.




Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item is incorporated by reference to
pages 16 through 36 of the Companys 2002 Annual Report to Shareholders.




Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The information required by this item is incorporated by reference to
pages 35 to 36 of the Companys 2002 Annual Report to Shareholders.




Item 8. Financial Statements and Supplementary Data

The information required by this item is incorporated by reference to
pages 37 through 74 of the Companys 2002 Annual Report to Shareholders. See
Item 15 of this report for information concerning financial statements and
schedules filed with this report.




Item 9. Changes in and Disagreements with Independent Accountants on Accounting and Financial Disclosure

Not applicable.

15



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PART III




Item 10. Directors and Executive Officers of the Registrant

The information required by Item 10 of Form 10-K with respect to
identification of directors is incorporated by reference from the information
contained in the section captioned Election of Directors in the Companys
definitive Proxy Statement for the Annual Meeting of Stockholders to be held
April 24, 2003 (the Proxy Statement), to be filed pursuant to Regulation 14A
within 120 days after the close of the Companys 2002 fiscal year. For
information with respect to the executive officers of the Company, see
Executive Officers of the Registrant at the end of Item 1 of Part I of this
report.




Item 11. Executive Compensation

The information required by Item 11 of Form 10-K is incorporated by
reference from the information contained in the sections captioned Executive
Compensation, Summary Compensation Table, Option Grants During Year Ended
December 31, 2002 and Aggregate Year-End Option/SAR Exercises and Values in
the Proxy Statement.




Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by Item 12 of Form 10-K is incorporated by
reference from the information contained in the sections captioned Security
Ownership of Certain Beneficial Owners, Election of Directors and Equity
Compensation Plan Information in the Proxy Statement.




Item 13. Certain Relationships and Related Transactions

None.




Item 14. Controls and Procedures

Within 90 days prior to the filing of this report, the Chief Executive
Officer and Chief Financial Officer of the Company, under the supervision and
with the participation of the Companys management, have evaluated the
disclosure controls and procedures of the Company as defined in Exchange Act
Rule 13(a)-14 and have determined that such controls and procedures are
effective. Since the date of their evaluation, there have been no significant
changes in the Companys internal controls or in other factors that could
significantly affect these controls.

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##### Table of Contents






PART IV




Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K



|(a) |  | The following documents are filed as part of this report:
|--- |  | ---------------------------------------------------------

(1)  The report of independent accountants and the following consolidated
financial statements of the Company are incorporated herein by reference to the
2002 Annual Report to Shareholders. Page number references are to the 2002
Annual Report to Shareholders.

|                    |                                                                                                                  |  |                       |          | 
|------------------- | ---------------------------------------------------------------------------------------------------------------- |  | --------------------- | -------- | 
|                    |                                                                                                                  |  | Page of Annual Report
|                    |                                                                                                                  |  |                      
|UCBH Holdings, Inc. |                                                                                                                  |  |                       |         
|                    | Report of Independent Accountants                                                                                |  |                       | 37       | 
|                    | Consolidated Balance Sheets at December 31, 2002 and 2001                                                        |  |                       | 38       | 
|                    | Consolidated Statements of Income for the
Years Ended December 31, 2002, 2001, and 2000                          |  |                       | 39       | 
|                    | Consolidated Statements of Changes in Stockholders Equity for the
Years Ended December 31, 2002, 2001, and 2000 |  |                       | 40       | 
|                    | Consolidated Statements of Cash Flows for the
Years Ended December 31, 2002, 2001, and 2000                      |  |                       | 41       | 
|                    | Notes to Consolidated Financial Statements                                                                       |  |                       | 42 to 73 | 
|                    | Unaudited Supplemental Information                                                                               |  |                       | 74       | 



| | (2) |  | All schedules are omitted because they are not required or
applicable, or the required information is shown in the Consolidated
Financial Statements, or the notes thereto.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (3) |  | Exhibits:                                                                                                                                                                  



| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| | The exhibits filed as a part of this Form 10-K are as follows (filed
herewith unless otherwise noted):

|     |  |                                                                                                                                        
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Certificate of Incorporation of UCBH Holdings, Inc.*                                                              
|     |  |                                                                                                                                        
|3.2  |  | Bylaws of UCBH Holdings, Inc., as amended and restated                                                                                 
|     |  |                                                                                                                                        
|3.3  |  | Certificate of Designation, Preferences and Rights of Series A Participating Preferred
Stock (filed as Exhibit A to Exhibit 4.7 hereto)
|     |  |                                                                                                                                        
|4.0  |  | Form of Stock Certificate of UCBH Holdings, Inc.*                                                                                      
|     |  |                                                                                                                                        
|4.1  |  | Indenture of UCBH Holdings, Inc., dated April 17, 1998, relating to Series B Junior
Subordinated Debentures**                          
|     |  |                                                                                                                                        
|4.2  |  | Form of Certificate of Series B Junior Subordinated Debenture**                                                                        
|     |  |                                                                                                                                        
|4.3  |  | Certificate of Trust of UCBH Trust Co.**                                                                                               
|     |  |                                                                                                                                        
|4.4  |  | Amended and Restated Declaration of Trust of UCBH Trust Co.**                                                                          
|     |  |                                                                                                                                        
|4.5  |  | Form of Series B Capital Security Certificate for UCBH Trust Co.**                                                                     
|     |  |                                                                                                                                        
|4.6  |  | Form of Series B Guarantee of the Company relating to the Series B Capital Securities**                                                
|     |  |                                                                                                                                        
|4.7  |  | Rights Agreement dated as of January 28, 2003****                                                                                      
|     |  |                                                                                                                                        
|10.1 |  | Employment Agreement between United Commercial Bank and Thomas S. Wu*                                                                  
|     |  |                                                                                                                                        
|10.2 |  | Employment Agreement between UCBH Holdings, Inc. and Thomas S. Wu*                                                                     
|     |  |                                                                                                                                        
|10.3 |  | Form of Termination and Change in Control Agreement between United Commercial Bank and
certain executive officers*                     
|     |  |                                                                                                                                        
|10.4 |  | Form of Termination and Change in Control Agreement between UCBH Holdings, Inc. and
certain executive officers*                        
|     |  |                                                                                                                                        
|10.5 |  | UCBH Holdings, Inc. 1998 Stock Option Plan***                                                                                          
|     |  |                                                                                                                                        
|13.0 |  | 2002 Annual Report to Shareholders                                                                                                     
|     |  |                                                                                                                                        
|21.0 |  | Subsidiaries of UCBH Holdings, Inc.                                                                                                    
|     |  |                                                                                                                                        
|23.1 |  | Consent of PricewaterhouseCoopers LLP                                                                                                  

17



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---

|*    |  | Incorporated herein by reference to the Exhibit of the same number in
the Companys Registration Statement on Form S-1 filed with the SEC on
July 1, 1998 (SEC File No. 333-58325).           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|**   |  | Incorporated herein by reference to the Exhibit of the same number in
the Companys Registration Statement on Form S-4 filed with the SEC on
July 1, 1998 (SEC File No. 333-58335).           
|    
|***  |  | Incorporated herein by reference to the Exhibit of the same number in
the Companys Form 10-Q for the quarter ended June 30, 1999 filed with
the SEC on August 6, 1999 (SEC File No. 0-24947).
|    
|**** |  | Incorporated herein by reference to Exhibit 1 of the Companys current
report on Form 8-K filed with the SEC on January 29, 2003 (SEC File No.
0-24947).                                      



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

On November 11, 2002, the Company filed a current report on Form 8-K
reporting that on October 28, 2002, the Company acquired BCC.

18



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                        |  |                     |  |                                                                                     
|----------------------- |  | ------------------- |  | ------------------------------------------------------------------------------------
|Date: February 25, 2003 |  | UCBH HOLDINGS, INC.
|                        |  |                     |  |                                                                                     
|                        |  | By                  |  | /s/ Jonathan H. Downing                                                             
|                        |  |                     |  |                                                                                     
|                        |  |                     |  | Jonathan H. Downing

Executive Vice President, Chief Financial Officer, and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.

|                                             |  |                                                                                                              |  |                   
|-------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ------------------
|Name                                         |  |                                                                                                              |  | Date              
|                                             |  |                                                                                                              |  |                   
|/s/   Thomas S. WuThomas S. Wu               |  | Chairman, President,
Chief Executive Officer, and Director
(principal executive officer)                     |  | February 25,  2003
|                                            
|                                             |  |                                                                                                              |  |                   
|                                            
|/s/   Jonathan H. DowningJonathan H. Downing |  | Executive Vice President,
Chief Financial Officer, and Director
(principal financial and accounting officer) |  | February 25,  2003
|                                            
|                                             |  |                                                                                                              |  |                   
|                                            
|/s/   Li-Lin KoLi-Lin Ko                     |  | Director                                                                                                     |  | February 25,  2003
|                                            
|                                             |  |                                                                                                              |  |                   
|                                            
|/s/   Ronald S. McMeekinRonald S. McMeekin   |  | Director                                                                                                     |  | February 25,  2003
|                                            
|                                             |  |                                                                                                              |  |                   
|                                            
|/s/   Michael Tun ZanMichael Tun Zan         |  | Director                                                                                                     |  | February 25,  2003
|                                            
|                                             |  |                                                                                                              |  |                   
|                                            
|/s/   Dr. Godwin WongDr. Godwin Wong         |  | Director                                                                                                     |  | February 25,  2003
|                                            
|                                             |  |                                                                                                              |  |                   
|                                            
|/s/   Joseph S. WuJoseph S. Wu               |  | Director                                                                                                     |  | February 25, 2003 

19



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CERTIFICATIONS

I, Thomas S. Wu, certify that:

1.     I have reviewed this annual report on Form 10-K of UCBH Holdings, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                                            
|----------------------- |  | -----------------------------------------------------------
|Date: February 25, 2003 |  | /s/ Thomas S. Wu                                           
|                        |  |                                                            
|                        |  | Thomas S. WuChairman, President and Chief Executive Officer

20



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##### Table of Contents



CERTIFICATIONS

I, Jonathan H. Downing, certify that:

1.     I have reviewed this annual report on Form 10-K of UCBH Holdings, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                                                        
|----------------------- |  | -----------------------------------------------------------------------
|Date: February 25, 2003 |  | /s/ Jonathan H. Downing                                                
|                        |  |                                                                        
|                        |  | Jonathan H. DowningExecutive Vice President and Chief
Financial Officer

21