##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


Form 10-K

|  |  |                                                                                              
|- |  | ---------------------------------------------------------------------------------------------
|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934.
|  |  | For the fiscal year ended December 31,
    2004.                                             
|  |  | OR                                                                                           
|o |  | TRANSITION REPORT UNDER SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934.  
|  |  | For the transition period
    from             to             .                              

Commission File Number: 000-24947

UCBH HOLDINGS, INC.

(Exact name of registrant as specified in its
charter)


|                                                                                                |  |                                         
|----------------------------------------------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                                                        |  | 94-3072450                              
|(State or other jurisdiction of
    incorporation or organization)                              |  | (I.R.S. Employer
    Identification No.)
|                                                                                               
|555 Montgomery Street
    San Francisco, California(Address of principal executive
    offices) |  | 94111(Zip Code)                         

Registrants telephone number, including
area code:

(415) 315-2800


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


Preferred Stock Purchase Rights


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 þ          No o

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.     þ

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

The aggregate market value of the common stock
held by non-affiliates of the registrant is $1,480,487,842 and
is based upon the last sales price as quoted on The NASDAQ Stock
Market as of June 30, 2004.

As of February 28, 2005, the Registrant had
45,619,394 shares of common stock, par value $0.01 per
share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Annual Report to Shareholders for the year
ended December 31, 2004, is incorporated by reference into
Part II.

Proxy Statement for the May 19, 2005,
Annual Meeting of Stockholders is incorporated by reference into
Part III.



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TABLE OF CONTENTS

|              |  |                                                                                                                      |    |                                                                                     |    |  |    | 
|------------- |  | -------------------------------------------------------------------------------------------------------------------- | -- | ----------------------------------------------------------------------------------- | -- |  | -- | 
|              |  |                                                                                                                      |    | Page                                                                               
|              |  |                                                                                                                      |    |                                                                                    
|PART I       
|Item 1.       |  | Business                                                                                                             |    |                                                                                     | 1  | 
|              |  |                                                                                                                      |    | Market Area                                                                         |    |  | 2  | 
|              |  |                                                                                                                      |    | Current Banking Services                                                            |    |  | 2  | 
|              |  |                                                                                                                      |    | Subsidiaries of the Company
    and the Bank                                        |    |  | 3  | 
|              |  |                                                                                                                      |    | Lending Activities                                                                  |    |  | 3  | 
|              |  |                                                                                                                      |    | Loans Held for Sale                                                                 |    |  | 6  | 
|              |  |                                                                                                                      |    | Deposits                                                                            |    |  | 6  | 
|              |  |                                                                                                                      |    | Competition                                                                         |    |  | 6  | 
|              |  |                                                                                                                      |    | Historical Operations                                                               |    |  | 7  | 
|              |  |                                                                                                                      |    | Supervision and
    Regulation                                                      |    |  | 8  | 
|              |  |                                                                                                                      |    | Employees                                                                           |    |  | 12 | 
|              |  |                                                                                                                      |    | Availability of Exchange Act
    Reports on the Companys Web Site and from the SEC |    |  | 12 | 
|              |  |                                                                                                                      |    | Executive Officers of the
    Registrant                                            |    |  | 13 | 
|Item 2.       |  | Properties                                                                                                           |    |                                                                                     | 15 | 
|Item 3.       |  | Legal Proceedings                                                                                                    |    |                                                                                     | 15 | 
|Item 4.       |  | Submission of Matters to a
    Vote of Security Holders                                                              |    |                                                                                     | 15 | 
|PART II      
|Item 5.       |  | Market for Registrants
    Common Equity, Related Stockholder Matters and Issuer Purchases
    of Equity Securities |    |                                                                                     | 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                                                                      |    |                                                                                     | 16 | 
|Item 9.       |  | Changes in and Disagreements
    with Accountants on Accounting and Financial Disclosure                             |    |                                                                                     | 16 | 
|Item 9A.      |  | Controls and Procedures                                                                                              |    |                                                                                     | 16 | 
|Item 9B.      |  | Other Information                                                                                                    |    |                                                                                     | 17 | 
|PART III     
|Item 10.      |  | Directors and Executive
    Officers of the Registrant                                                               |    |                                                                                     | 18 | 
|Item 11.      |  | Executive Compensation                                                                                               |    |                                                                                     | 18 | 
|Item 12.      |  | Security Ownership of
    Certain Beneficial Owners and Management                                                   |    |                                                                                     | 18 | 
|Item 13.      |  | Certain Relationships and
    Related Transactions                                                                   |    |                                                                                     | 18 | 
|Item 14.      |  | Principal Accounting Fees
    and Services                                                                           |    |                                                                                     | 18 | 
|PART IV      
|Item 15.      |  | Exhibits, Financial
    Statement Schedules                                                                          |    |                                                                                     | 19 | 
|Signatures    |  |                                                                                                                      | 21 |                                                                                    
|Exhibit Index |  |                                                                                                                      |    |                                                                                    
|EXHIBIT 10.6 
|EXHIBIT 10.7 
|EXHIBIT 13.0 
|EXHIBIT 21.0 
|EXHIBIT 23.1 
|EXHIBIT 31.1 
|EXHIBIT 31.2 
|EXHIBIT 32   





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##### Table of Contents



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.

The Bank was founded as United Federal Savings
and Loan Association in 1974 to serve the financial needs
of the San Francisco Chinese community. As the
Chinese-American population grew significantly and expanded into
new communities throughout California, we became United Savings
Bank, F.S.B. to provide statewide banking services. In 1998,
reflecting a rapidly growing focus on our commercial banking
capabilities, we converted our charter to become United
Commercial Bank. On November 5, 1998, the Company went
public and started trading on The NASDAQ Stock Market under the
symbol UCBH.

In 2002, we increased our presence in California
and opened our first branch in Greater New York. On
October 28, 2002, we acquired all of the outstanding shares
of Bank of Canton of California (BCC), a
$1.45 billion Chinese-focused California banking
corporation. The Company issued approximately 2.7 million
shares of its common stock and paid $168.8 million in cash,
for a total purchase price of $220.0 million. BCC was
immediately merged into the Bank. BCC was a Chinese-focused
commercial bank headquartered in San Francisco, with eight
offices in the Bay Area and four offices in metropolitan Los
Angeles. On December 13, 2002, the Bank purchased certain
assets and assumed certain liabilities of a branch of Broadway
National Bank (BNB), a national banking association
located in Brooklyn, New York. As of the acquisition date, the
acquired BNB branch had total deposits of $13.5 million.

In 2003, the Company completed its acquisition of
privately-held First Continental Bank (FCB), a
full-service commercial bank focused on serving the ethnic
Chinese market, headquartered in Rosemead, California, with four
branches serving the San Gabriel Valley in Southern
California. The Company issued approximately 2.3 million
shares of its common stock in exchange for all of the
outstanding shares of common stock of FCB. As of the acquisition
date of July 11, 2003, FCB had total assets of
$356.7 million, loans of $243.1 million and deposits
of $325.6 million.

Also during 2003, the Company was granted a full
banking license by the Hong Kong Monetary Authority, enabling
the Company to open a full-service Hong Kong branch in the
second half of 2003. This license has allowed us to engage in a
wide range of banking activities in Hong Kong, including deposit
generation and international trade finance lending activities.
The Hong Kong branch should further enhance our capability to
grow our international banking business across the Pacific Rim
in the future.

During the first quarter of 2004, the Banks
wholly owned subsidiary, UCB Investment Services, Inc.
(UCBIS) commenced business. UCBIS is a registered
broker-dealer with the Securities and Exchange Commission and a
member of the NASD and the Securities Investor Protection
Corporation (SIPC). UCBIS acts as an introducing
broker in sales of shares of mutual funds, listed and
over-the-counter equities, and corporate, municipal, and
U.S. government debt. UCBIS also sells fixed and variable
annuities and covered options to its customers. UCBIS is
registered with the Municipal Securities Rulemaking Board
(MSRB). UCBIS does not have custody or possession of
customer funds or securities. Customer accounts are carried on a
fully-disclosed basis at National Financial Services, LLC,
UCBIS clearing firm.

We intend to continue to grow within our existing
markets, to further expand by new product offerings, new branch
openings and/or acquisitions of financial institutions in
existing markets, and to enter into or acquire financial
institutions in other niche markets consistent with our capital
requirements and management abilities.

1



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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 approximately 981,000 Chinese living in
California, and there were also approximately 153,000 Chinese
living in San Francisco County, which is approximately
19.6% of the total population of the county.

We currently have 46 branches/offices in the
State of California, two branches in Greater New York, a branch
in Hong Kong, China, and representative offices in Shenzhen,
China and Taipei, Taiwan. Our Northern California locations
include 27 offices, and we have 19 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. As of December 31, 2004, we
believe we are the leading financial institution focused on
serving the ethnic Chinese communities 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.

We offer the following deposit products:



| |   |                                                                      
| | - | ---------------------------------------------------------------------
| |  | Business and 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 primarily 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 U.S. 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,
merchant bank card services, cash management services, brokerage
investment products and services, and online banking services.
We also provide trade finance facilities for customers involved
in the import and/or export of goods between Asia and the United
States.

We maintain an Internet banking web site at
www.ibankUNITED.com. This web site, available in both English
and Chinese character versions, provides information of the Bank
and easy access to business and personal online banking
services, a web-based trade finance management system and online
information services for home loans and apartment loans. We
believe our web site serves as a strong platform to promote the
Bank, to cross-sell the Banks offerings, and delivers
advanced online banking services.

2



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##### Table of Contents






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 six wholly owned subsidiaries. Two
of the six subsidiaries, United Commercial Bank Building
Corporation (formerly known as Bank of Canton of California
Building Corporation) and California Canton International Bank
(Cayman) Ltd., were acquired in the BCC transaction. United
Commercial Bank Building Corporation owns the Companys
principal offices at 555 Montgomery Street in
San Francisco, California. California Canton International
Bank (Cayman) Ltd. provides banking services and has deposits of
$43.3 million as of December 31, 2004, and assets
consisting of cash investments and securities. The third
subsidiary is UCBIS, a registered broker-dealer, which commenced
business in early 2004. Of the remaining three subsidiaries of
the Bank, two are inactive and the other acts as a trustee under
deeds of trust securing promissory notes held by the Bank.




Lending Activities

Underwriting and Credit
Administration.Management has
established credit policies for the Company which have been
approved by the Board of Directors. Our policies require that
loans meet minimum underwriting criteria. The Board has granted
limited credit approval authority to certain officers of the
Bank. Any loan requests over individual officer limits must be
approved by the Chief Credit Officer or the Chief Executive
Officer according to their delegated underwriting authority
limits. Substantially, all loan growth results from internal
originations with the exception of Community Reinvestment Act
loan purchases from third parties. Also, the Bank may from time
to time participate in loans with other banks.

Our Portfolio 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), Ebrahim
Shabudin (Executive Vice President and Chief Credit Officer or
CCO), and Sylvia Loh (Executive Vice President and
Director of Commercial Banking), among others, reviews credits
above $750,000. Individual credits above $10 million and
all credits to one obligor aggregating over $10 million are
reviewed by the Credit Committee of the Board of Directors and
are ratified by the Board of Directors.

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

Loan
Portfolio.At December 31,
2004, our loan portfolio was composed of the following (dollars
in millions):

|                                                |  |        |       |            |  |  |     |  
|----------------------------------------------- |  | ------ | ----- | ---------- |  |  | --- | -
|                                                |  |        |       | Percentage
|                                                |  |        |       | of Gross  
|                                                |  | Amount |       | Loans     
|                                                |  |        |       |           
|Commercial real estate loans                    |  | $      | 1,951 |            |  |  | 48  | %
|Multifamily mortgage loans                      |  |        | 866   |            |  |  | 21  |  
|Construction loans                              |  |        | 291   |            |  |  | 7   |  
|Commercial business loans                       |  |        | 468   |            |  |  | 12  |  
|Residential mortgage (one to four family) loans |  |        | 434   |            |  |  | 11  |  
|Other consumer loans                            |  |        | 48    |            |  |  | 1   |  
|                                                |  |        |       |            |  |  |     |  
|Total                                           |  | $      | 4,058 |            |  |  | 100 | %
|                                                |  |        |       |            |  |  |     |  

Commercial
Lending.Our Commercial Banking
Division is staffed with experienced commercial lending officers.

3



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Commercial Real Estate
Loans.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).

At December 31, 2004, we had approximately
1,968 commercial real estate loans with a total balance of
approximately $1.95 billion. The average balance of such
loans was $1.0 million per loan. The majority of commercial
real estate loans are adjustable-rate mortgages, and the average
loan term is approximately eight years.

During the year ended December 31, 2004, new
commercial real estate loan originations were
$748.5 million, as compared to $625.0 million in 2003,
and $355.7 million for 2002. At December 31, 2004, we
had $536.8 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 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 areas. We obtain full credit information on multifamily
mortgage borrowers, and we 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 London
Interbank Offered Rate (LIBOR) index. Multifamily
loans are generally amortized over 30 years with balloon
payments in 10 or 15 years.

At December 31, 2004, we had approximately
1,673 multifamily mortgage loans with an aggregate outstanding
principal balance of $865.5 million. The average balance of
such loans was $517,000 per loan. At December 31,
2004, multifamily loans were approximately 21% of our total loan
portfolio. We originated $575.4 million of multifamily
loans during 2004, as compared to $612.6 million in 2003,
and $480.9 million in 2002. During 2004, the Company sold
$362.4 million of multifamily loans for a gain of
$7.7 million. The Company retained the servicing rights on
such loans sold.

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, 2004, we had approximately 256 outstanding
construction loans, with an aggregate principal balance of
$291.1 million. The average balance of such loans was
$1.1 million per loan. New construction commitments were
$421.9 million in 2004, $344.4 million in 2003, and
$269.8 million in 2002.

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 and are generally 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 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 and lines of credit to small- and medium-sized companies
for working capital purposes and loans to finance equipment,
accounts receivable

4



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##### Table of Contents



and inventory. Working capital loans are subject
to annual review and generally the Bank obtains security
interests in inventory and accounts receivable. Equipment loans
are secured by the underlying equipment. Interest rates are
normally based on the prime rate. During 2004, new commercial
business loan commitments were $460.3 million, as compared
to $232.6 million in 2003, and $193.8 million in 2002.


Unlike mortgage loans, which are secured by real
estate for which a value may be determined more readily,
commercial business loans involve greater risk because repayment
is dependent on the cash flow of the borrowers business.
Also, the collateral securing the commercial business loan may
depreciate rapidly, 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).

To mitigate our risk, commercial lines are
guaranteed by the business owners and are sometimes also
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 a guaranty issued by the U.S. 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 typically 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 2004, 2003 and 2002 are
reported in commercial real estate, commercial business, and
construction loans. During 2004, we originated
$69.5 million of small business loans, as compared to
$46.5 million in 2003, and $46.2 million in 2002.
Also, during 2004, the Company sold $46.4 million of SBA
loans for a net gain of $1.5 million, compared with a sale
of $41.5 million for a net gain of $3.0 million and a
sale of $29.4 million for a net gain of $1.8 million
in 2003 and 2002, respectively.

Consumer
Lending.We provide residential
mortgage (one to four family) and home equity loans for our
customers.

Residential
Mortgages.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 loans. We originated
$234.5 million of residential mortgage loans in 2004,
$199.2 million in 2003, and $128.4 million in 2002.
The increase in loan originations in 2004 reflects the continued
strong refinance and purchase activities resulting from the low
market interest rate environment.

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 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, 2004, we had approximately
1,908 residential mortgage loans, totaling $434.3 million.
At that date, the balance of an average residential mortgage
loan in our portfolio was approximately $228,000 per loan.

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,
2004, we had approximately $45.9 million

5



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residential mortgage HELOCs and other consumer
loans totaling $2.1 million. At that date, the balance of
an average residential mortgage HELOC and other consumer loans
in our portfolio was approximately $74,000 per loan.





Loans Held for Sale

The Company from time to time will sell loans to
third parties. At December 31, 2004, we had approximately
396 multifamily loans held for sale with a total balance of
$295.3 million. The average balance of such loans was
$746,000 per loan. We also had approximately 32 commercial
real estate loans held for sale with a total balance of
$26.9 million at December 31, 2004. The average
balance of such loans was $840,000 per loan. At
December 31, 2004, we had approximately 16 commercial
business loans held for sale with a total balance of
$3.3 million. The average of such loans was
$209,000 per loan.




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, 2004, the State of
California had deposits totaling $370.0 million, or greater
than 5% of total deposits. Excluding this depositor, the top 100
depositors with the largest aggregate account balances held less
than 15.5% of our total deposits. At December 31, 2004, our
weighted average cost of deposits was 1.59%.




Competition

The banking and financial services industry in
California, and particularly in our market areas, is highly
competitive. This is 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 services providers

Many of our competitors are much larger in terms
of total assets and capitalization, have greater access to
capital markets, and may offer a broader array of financial
services. 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 also believe that we have several major
competitors targeting the ethnic Chinese markets 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, we compete with numerous financial institutions
that do not target the ethnic Chinese markets in California.

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Historical Operations

We are a full-service commercial bank serving
primarily the ethnic Chinese and Asian communities in our market
areas, offering an array of commercial banking services and
products to our customers. However, until 1996, our portfolio
consisted principally 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
loan servicing rights, multifamily mortgages and commercial
mortgages. 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. In the mid to late 1990s, 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 areas. In order to implement the Board
of Directors new strategy, we realigned responsibilities
among senior management, and hired new officers experienced in
commercial banking and in small business lending within our
market areas.

In 1996, we established our 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
$6.01 billion in new commercial loan commitments. 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 experienced in
commercial lending and a group of experienced 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 our 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 our bank holding company.

In April 1998, in a private offering the Company
issued common stock to various institutional purchasers and
individuals. 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 common stock began trading on The NASDAQ
Stock Market under the UCBH ticker on November 5, 1998.

In 2000, we established two new divisions to grow
our commercial banking presence. In June 2000, we established
the Asia Banking Division now known as the Private Client
Services Division to build new and strengthen existing
relationships with high net-worth clients doing business in
Asia, primarily in Hong Kong, China and Taiwan. The
International Banking Division was established in December 2000
to enhance the Bank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
believe we provide a greater degree of personalized service,
responding and adapting more quickly to customer needs.

We are working to expand our presence in the
Asian and ethnic Chinese markets in California, New York, and
Hong Kong through our multilingual ATMs, and through our
multilingual telephone banking system, customer service and loan
officers, and our multilingual Internet web site. Additionally,
we have established branches adjacent to Asian supermarkets in
selected areas as another means of increasing our market share
and deposit base.

We believe these and other measures position us
to take advantage of the opportunities that are present in our
market areas, and enable us to better serve the growing ethnic
Chinese markets especially in California.

In 2002, we increased our presence in California
through the acquisition of BCC which operated in California for
over sixty years and, like the Bank, had deep roots in the
Chinese communities of San Francisco and Los Angeles. We
also purchased a branch in Brooklyn, New York, with total
deposits of $13.5 million. This branch served as our
platform in expanding our presence in the Greater New York area
with a high concentration of ethnic Chinese.

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In 2003, we grew our presence in California
through the acquisition of FCB, a full-service commercial bank
headquartered in Rosemead, California, with four branches
serving the San Gabriel Valley in Southern California.
Additionally in 2003, we received a full banking license from
the Hong Kong Monetary Authority, enabling us to establish a
full-service branch in Hong Kong to further strengthen our
international trade finance capabilities offered to our
California-based customers who conduct business with companies
in Hong Kong 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. These laws and regulations are intended to
protect depositors, the FDIC Bank Insurance Fund and the banking
system as a whole, and are not intended to protect security
holders.



| |                          
| | -------------------------
| | 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, together with the
Bank, 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 directly 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 allows the Company to
acquire voting shares of, or interest in, all or substantially
all of the assets of a bank located outside the State of
California, 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 and Federal Reserve Regulation W. This
means, for example, that there are limitations on loans by the
Bank to affiliates and on investments by the Bank in
affiliates stock.

The Company and any subsidiaries are also subject
to certain restrictions with respect to engaging in non-banking
activities, including the underwriting, public sale and
distribution of securities and many insurance activities. Under
the 1999 Gramm-Leach-Bliley Financial Modernization Act,
qualifying bank holding companies may make an appropriate
election to the Federal Reserve in order to become a
financial holding company and may then engage in a
full range of financial activities, including insurance,
securities and merchant banking. See Gramm-Leach-Bliley
Financial Modernization Act below. Although the Company
currently qualifies to make the election, the Company has not
elected to become a financial holding company. The Company
continues to review its business plan to determine whether it
would benefit from the expanded powers of a financial holding
company status.

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As a company with securities registered under the
Securities Exchange Act of 1934, as amended (the Exchange
Act), and listed on The NASDAQ Stock Market, the Company
is also subject to the Sarbanes-Oxley Act of 2002 and regulation
by the SEC and the NASDAQ. See Sarbanes-Oxley Act of
2002 below.

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 formal enforcement 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 action 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 and bank holding companies. 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 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 Act and the Fair Debt
Collection Practices Act, the Community Reinvestment 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 zero to $0.27 per $100 of 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
FDICs assessment of 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 from time to time been introduced in
Congress which if enacted would among other things, require that
all depository institutions pay some deposit insurance premiums.

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 2004, the cost
to the Bank was $0.02 per $100 of deposits for a total of
$774,000.

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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, 2004, the Banks total risk-based capital
ratio was 12.67%.

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 order to maintain a
status as Adequately Capitalized by the FDIC. The
Well Capitalized levels established by the FDIC are
10% and 5% for total risk-based capital ratio and Tier I
risk-based capital ratio, respectively.

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 a high regulatory rating 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,
2004, the Banks Tier I leverage ratio was 8.49%.

The Bank was in compliance with the risk-weighted
capital and leverage ratios at December 31, 2004. For
further discussion of the Banks capital, refer to the
Liquidity and Capital Resources section under
Managements Discussion and Analysis
incorporated in Part II hereof by reference to the
Companys 2004 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 Tier I 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%.                                                                                                                                                                                       

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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, 2004, the Bank was
classified as a well-capitalized institution under these
definitions.

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. The Bank received an
Outstanding rating for the past three CRA
examinations. Since 2001, the FDIC and other federal bank
regulatory agencies have been considering changes to their CRA
regulations; while most of the proposals relate to small bank
exemptions from some CRA obligations, it is possible that the
final rule changes will affect large banks such as the Bank.

Gramm-Leach-Bliley
Financial Modernization Act of 1999

Effective March 11, 2000, the
Gramm-Leach-Bliley Financial Modernization 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 which qualify as
financial holding companies can now, among other
things, 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. As noted above, the Company has
not elected to become a financial holding company.

The Act also requires that federal financial
institutions and securities regulatory agencies respect the
privacy of their customers and protect the security and
confidentiality of customers non-public personal
information. These regulations require, in general, that
financial institutions (i) 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;
(ii) may not disclose customer account numbers except to
consumer reporting agencies; and (iii) must give prior
disclosure of their privacy policies before establishing new
customer relationships.

USA PATRIOT
Act

Under Title III of the USA PATRIOT Act
adopted by the U.S. Congress on October 26, 2001 to
combat terrorism by strengthening the existing anti-money
laundering provisions of the Bank Secrecy Act, FDIC insured
banks are 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 and reporting, requiring identification of owners
of accounts, or of the customers of foreign banks with
correspondent accounts, and restricting or prohibiting certain
correspondent accounts. The Federal Crimes Enforcement Network
(FinCEN), a bureau of the Department of Treasury, has also
issued regulations to implement the provisions of the
USA PATRIOT Act. Strict enforcement of these anti-money
laundering

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rules has resulted in the assessment of
significant fines and penalties against several commercial banks
in 2004. The Banks compliance in this important area has
been found satisfactory.


Sarbanes-Oxley
Act of 2002

Effective July 30, 2002, the Sarbanes-Oxley
Act of 2002 (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 certification of the financial
statements by 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 700 days and are subject to rulemaking by
the SEC. Although we anticipate that we will incur substantial
accounting and other additional expense in complying with the
new requirements under the Sarbanes-Oxley Act and the resulting
regulations, such compliance has not had 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 Sarbanes-Oxley 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
loans to its executive officer or director, nor do they intend
to change this policy in the future.

American Jobs
Creation Act of 2004

The American Jobs Creation Act of 2004
(AJCA), which was signed by the President of the
United States of America on October 22, 2004, allows the
Company, upon satisfaction of certain conditions, to repatriate
permanently reinvested foreign earnings, as defined by new
Section 965 of the Internal Revenue Code of 1986 (as
amended) (the Code), at an effective tax rate of
5.25%. As of December 31, 2004, the Company has not yet
completed the analysis necessary to determine if such
repatriation for its subsidiary, the California Canton
International Bank (Cayman) Ltd. in the Cayman Islands, is
prudent. Since December 31, 2004, additional guidance on
this matter has been issued by the Internal Revenue Service, and
the Company is currently reviewing the guidance to determine if
it provides clarification for the Company to complete its
assessment of the financial statement and tax impact of
Section 965 of the Code. The ultimate impact to the Company
which may result from the AJCA and the possible repatriation of
funds from our subsidiary, the California Canton International
Bank (Cayman) Ltd., is not known at this time.




Employees

At December 31, 2004, we had
828 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.




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

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.

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The public may read and copy any materials the
Company files with the SEC at the SECs Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC. The Internet address of
the SEC web site is www.sec.gov.




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 March 16, 2005. 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        |  |     | 46 |                                        |  | Chairman, President and Chief Executive Officer                               
|Jonathan H. Downing |  |     | 53 |                                        |  | Executive Vice President and Chief Financial
    Officer                      
|Daniel M. Gautsch   |  |     | 57 |                                        |  | Executive Vice President and Director of
    Enterprise Risk Management       
|Sylvia Loh          |  |     | 49 |                                        |  | Executive Vice President and Director of
    Commercial Banking               
|Ebrahim Shabudin    |  |     | 57 |                                        |  | Executive Vice President and Chief Credit Officer                             
|Alan Thian          |  |     | 52 |                                        |  | Executive Vice President and Regional Director,
    Southern California       
|Ka Wah Tsui         |  |     | 52 |                                        |  | Executive Vice President and General Manager,
    Greater China Region        
|Joseph W. Kwok      |  |     | 63 |                                        |  | Senior Vice President and Director of Private
    Client Services             
|Dennis A. Lee       |  |     | 62 |                                        |  | Senior Vice President, Corporate Counsel and
    Assistant Corporate Secretary
|Gabriel Li          |  |     | 60 |                                        |  | Senior Vice President and Director of Operations                              
|Peter Y. Sun        |  |     | 61 |                                        |  | Senior Vice President and Regional Director, New
    York Region              
|David Wang          |  |     | 44 |                                        |  | Senior Vice President and Director of Retail
    Banking                      
|Roy Bradford Zirkle |  |     | 54 |                                        |  | Senior Vice President and Chief Information
    Officer                       
|Carol F. Zoner      |  |     | 46 |                                        |  | Senior Vice President and Director of Human
    Resources                     

The Chief Executive Officer updates the Company
and the Banks Management Succession Plan on an annual
basis for review by the Human Resources Committee and the Board
of Directors.

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. Prior to joining UCBH, Mr. Wu held various
banking positions with First Pacific Bank in Hong Kong, Chase
Manhattan Bank, Banque Nationale De Paris and Standard Chartered
Bank.

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.

Mr. Daniel M. Gautschwas appointed Executive Vice President
and Director of Enterprise Risk Management effective
February 7, 2005. Prior to joining UCB, Mr. Gautsch
was the Assistant Regional Director, San Francisco Region
of the FDIC responsible for overseeing over 270 insured
institutions in Alaska, Hawaii, Northern California, Oregon,
Washington and the Pacific Rim. His career at the FDIC spanned
more than 30 years during which he served in various
management and other positions.

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

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1996. From 1992 to 1996, Ms. Loh held the
position of Vice President, Relationship Manager at Bank of
America, International Trade Division.


Mr. Ebrahim Shabudinwas appointed Executive Vice President
and Chief Credit Officer of UCBH and UCB effective
January 1, 2004. Prior to this appointment, he served as
Executive Vice President and Chief Credit Officer Designate
effective October 8, 2003. Previously, Mr. Shabudin
was the Managing Director of Credit Risk Management with
Deloitte & Touche LLP. Prior to that, Mr. Shabudin
worked for Bank of America in various management positions for
over 25 years with the most recent experience as Senior
Vice President and Credit Policy Executive.

Mr. Alan Thianhas been Executive Vice President and
Regional Director of Southern California of UCBH and UCB since
July 11, 2003. Prior to this appointment, Mr. Thian
was formerly the Chairman, President and Chief Executive Officer
of First Continental Bank (FCB) and joined UCB
following UCBs acquisition of FCB in July 2003. Prior to
FCB, Mr. Thian served as President and Chief Executive
Officer of American International Bank in Los Angeles and was
previously a Senior Vice President of General Bank.

Mr. Ka Wah Tsuiwas appointed Executive Vice President
and General Manager, Greater China Region effective
January 1, 2005. Prior to this appointment, he served as
Senior Vice President and General Manager of our Hong Kong
Branch since September 2003. Previously, Mr. Tsui held
various management positions at Citibank, First Pacific Bank and
International Bank of Asia in Hong Kong.

Mr. Joseph W. Kwokhas been the Senior Vice President and
Director of Private Client Services (formerly 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. Peter Y. Sunhas been Senior Vice President and
Regional Director, New York Region of UCBH and UCB since June
2003. Previously, Mr. Sun was Executive Vice President with
California Pacific Bank.

Mr. David Wangwas appointed Senior Vice President
and Director of Retail Banking for UCBH and UCB since
October 16, 2004. Prior to that appointment, Mr. Wang
has been the First Vice President and Head of Business Banking
Group since January 1998. Previously, Mr. Wang was the
Senior Vice President and Regional Manager in charge of Small
Business Lending with East West Bank from 1994 to 1998. Prior to
that, Mr. Wang was a Vice President with General Bank and
was responsible for assisting in the establishment of the SBA
Division as well as loan production and administration from 1990
to 1994.

Mr. Roy Bradford Zirklewas appointed Senior Vice President
and Chief Information Officer of UCBH and UCB effective
August 1, 2003. Previously, Mr. Zirkle served as First
Vice President and Manager of Information Services of UCB since
1993. Prior to that appointment, he served as Vice President and
Manager of Central Operations of UCB since 1991.

Ms. Carol F. Zonerwas appointed Senior Vice President
and Director of Human Resources of UCBH and UCB effective
October 1, 2004. Prior to this appointment, Ms. Zoner
served as Director of Human Resources with Heller Ehrman
White & McAuliffe LLP. Previously, Ms. Zoner was
the Senior Vice President of Human Resources for Bayview Capital
Corporation from 1998 to 2003. She has more than 20 years
of experience in Human Resources management, the majority of
which was in the financial services industry.

14



---



##### Table of Contents






Item 2.Properties

The Companys principal offices are located
at 555 Montgomery Street in San Francisco, California,
which served as the Companys and the Banks
headquarters during the second half of 2004. The Bank owns this
office building through its subsidiary, United Commercial Bank
Building Corporation (formerly known as Bank of Canton of
California Building Corporation). The Bank owns an office
building located at 711 Van Ness Avenue in
San Francisco, California. The Bank owns five branch
facilities and leases 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, 2004, the aggregate net book
value of premises and equipment were comprised of the following
(dollars in thousands):

|                                                                        |  |   |        | 
|----------------------------------------------------------------------- |  | - | ------ | 
|Office building at 555 Montgomery Street,
    San Francisco, California |  | $ | 54,365 | 
|Office building at 711 Van Ness Avenue,
    San Francisco, California   |  |   | 14,539 | 
|Aggregate book value of all other premises and
    equipment            |  |   | 20,334 | 




Item 3.Legal
Proceedings

The Companys wholly owned subsidiary,
United Commercial Bank, has been a party to litigation
incidental to various aspects of its operations, in the ordinary
course of business.

Management is not currently aware of any
litigation that in managements opinion 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, 2004.

PART II






|        |                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------
|Item 5. | Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities

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 the information contained in the sections
captioned Trading Price of Common Stock and
Note 13 Stockholders Equity and Regulatory
Capital Requirements in the Companys 2004 Annual
Report to Shareholders. Information regarding securities
authorized for issuance under equity compensation plans appears
in Item 12 of this report.






|        |                        
|------- | -----------------------
|Item 6. | Selected Financial Data

The information required by this item is
incorporated by reference from the information contained in the
section captioned Selected Consolidated Financial
Data in the Companys 2004 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 from the information contained in the
section captioned Managements Discussion and
Analysis of Financial Condition and Results of Operations
in the Companys 2004 Annual Report to Shareholders.






|         |                                                               
|-------- | --------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures
    About Market Risk

The information required by this item is
incorporated by reference from the information contained in the
section captioned Market Risk Management in the
Companys 2004 Annual Report to Shareholders.

15



---



##### Table of Contents








|        |                                                
|------- | -----------------------------------------------
|Item 8. | Financial Statements and Supplementary
    Data

The information required by this item is
incorporated by reference from the information contained in the
sections captioned Report of Independent Registered Public
Accounting Firm, Consolidated Balance Sheets,
Consolidated Statements of Income,
Consolidated Statements of Changes in Stockholders
Equity and Comprehensive Income (Loss), Consolidated
Statements of Cash Flows and Notes to Consolidated
Financial Statements, and Unaudited Supplemental
Information in the Companys 2004 Annual Report to
Shareholders. Please see Item 15 of this report for
information concerning financial statements and schedules filed
with this report.






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

None.






|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures

Disclosure Controls and Procedures

The Company has carried out an evaluation, under
the supervision and with the participation of the Companys
management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of the Companys disclosure controls and
procedures as of December 31, 2004. As defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934,
as amended (the Exchange Act), disclosure controls
and procedures are controls and procedures designed to ensure
that information required to be disclosed in reports filed or
submitted under the Exchange Act is recorded, processed,
summarized and reported on a timely basis. Based upon that
evaluation and as result of the material weakness described
below in Managements Report on Internal Control over
Financial Reporting, the Chief Executive Officer and Chief
Financial Officer have concluded that the Companys
disclosure controls and procedures were not effective as of
December 31, 2004.

Managements Report on Internal Control
over Financial Reporting

Management of the Company is responsible for
establishing and maintaining adequate internal control over
financial reporting. As defined in Rule 13a-15(f) under the
Exchange Act, internal control over financial reporting is a
process designed by or under the supervision of a companys
principal executive and principal financial officers, and
effected by a companys board of directors, management and
other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. It includes those
policies and procedures that:



| |   |                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | pertain to the maintenance of records that in
    reasonable detail accurately and fairly reflect the transactions
    and dispositions of the assets of a company;                                                                                                                                                                                                   
|
| |  | provide reasonable assurance that transactions
    are recorded as necessary to permit preparation of financial
    statements in accordance with generally accepted accounting
    principles, and that receipts and expenditures of a company are
    being made only in accordance with authorizations of management
    and board of directors of the company; and
|
| |  | provide reasonable assurance regarding prevention
    or timely detection of unauthorized acquisition, use or
    disposition of a companys assets that could have a
    material effect on its financial statements.                                                                                                                                                

Management of the Company has assessed the
effectiveness of the Companys internal control over
financial reporting as of December 31, 2004. In making its
assessment of internal control, management used the criteria
described in Internal Control  Integrated
Framework issued by the Committee of Sponsoring
Organizations (COSO) of the Treadway Commission.

As a result of its assessment, management has
concluded that, as of December 31, 2004, the Company did
not maintain effective controls over the financial reporting
process because the Company had a shortage of qualified
financial reporting personnel with sufficient depth, skills and
experience to apply generally accepted

16



---



##### Table of Contents



accounting principles to the Companys
transactions and to prepare financial statements that comply
with accounting principles generally accepted in the United
States of America.


Management has determined that this control
deficiency constituted a material weakness in the Companys
internal control over financial reporting as of
December 31, 2004. A material weakness is a control
deficiency, or combination of control deficiencies, that results
in a more than remote likelihood that a material misstatement of
the annual or interim financial statements will not be prevented
or detected.

This material weakness resulted in material audit
adjustments to the 2004 financial statements as well as
adjustments to incorrect and omitted footnote disclosures,
including, but not limited to, Segment Information, Federal and
State Taxes on Income and Mortgage Servicing. Additionally, this
material weakness could result in a material misstatement of
annual or interim financial statements that would not be
prevented or detected.

Because of this material weakness, management has
concluded that the Company did not maintain effective internal
control over financial reporting as of December 31, 2004,
based on the criteria described in the COSO Internal
Control  Integrated Framework.

Managements assessment of the effectiveness
of the Companys internal control over financial reporting
as of December 31, 2004 has been audited by
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report incorporated by
reference into Item 8 of this Annual Report on
Form 10-K.

Remediation of Material Weakness

As discussed in Managements Report on
Internal Control over Financial Reporting, as of
December 31, 2004, there was a material weakness in the
Companys internal control over financial reporting. The
Company has authorized the addition of sufficient staff members
to the finance department to ensure that it has the depth and
experience within the department to prepare its financial
statements and disclosures in accordance with GAAP. In that
regard, the Company has hired two senior finance executives for
the finance department, including a tax specialist and a senior
vice president who will be responsible for managing a team which
will focus on improvement of the Companys financial
accounting processes. The Company is also currently in the
process of recruiting additional finance executives to further
strengthen the finance department.

Through these steps, the Company believes it is
addressing the deficiencies that affected its internal control
over financial reporting as of December 31, 2004. However,
the effectiveness of any system of internal controls is subject
to inherent limitations and there can be no assurance that the
Companys internal control over financial reporting will
prevent or detect all errors. The Company intends to continue to
evaluate and strengthen its internal control over financial
reporting system.

Changes in Internal Control Over Financial
Reporting

The Company has made no change in its internal
control over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Companys
internal control over financial reporting.






|         |                  
|-------- | -----------------
|Item 9B. | Other Information

None.

17



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##### Table of Contents



PART III






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

The information required by this item with
respect to our directors, the audit committee financial expert
and the Audit Committee is incorporated by reference from the
information contained in the section captioned
Proposal 1. Election of Directors in the
Companys definitive Proxy Statement for the Annual Meeting
of Stockholders to be held May 19, 2005 (the Proxy
Statement). The information required by this item with
respect to the executive officers of the Company, appears under
Executive Officers of the Registrant in Item 1
of Part I of this report.

The information required by this item with
respect to the Companys Code of Conduct is incorporated by
reference from the information contained in the section
captioned Code of Conduct in the Proxy Statement.
The Code of Conduct is publicly available on our web site at
www.ucbh.com. If we make any substantive amendments to the Code
of Conduct or grant any waiver, including any implicit waiver,
from a provision of the code to our Chief Executive Officer,
Chief Financial Officer or Corporate Controller, we will
disclose the nature of such amendment or waiver on that web site.






|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The information required by this item with
respect to our named executive officers is incorporated by
reference from the information contained in the sections
captioned Executive Compensation and
Compensation Committee Interlocks and Insider
Participation in the Proxy Statement.

The information required by this item with
respect to the compensation of our directors is incorporated by
reference from the information contained in the sections
captioned Director Compensation in the Proxy
Statement.






|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management

The information required by this item is
incorporated by reference from the information contained in the
sections captioned Security Ownership of Certain
Beneficial Owners and Proposal 1. Election of
Directors in the Proxy Statement.






|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

None.






|         |                                           
|-------- | ------------------------------------------
|Item 14. | Principal Accounting Fees and
    Services

The information required by this item is
incorporated by reference from the information contained in the
sections captioned Independent Auditor Fees in the
Proxy Statement.

18



---



##### Table of Contents



PART IV






|         |                                            
|-------- | -------------------------------------------
|Item 15. | Exhibits, Financial Statement
    Schedules

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



| |                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) The Report of Independent Registered
    Public Accounting Firm and the following consolidated financial
    statements of the Company are incorporated herein by reference
    to the 2004 Annual Report to Shareholders. Page number
    references are to the 2004 Annual Report to Shareholders.

|                                                                                                                                                            |  |               |          | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | 
|                                                                                                                                                            |  | Pages of     
|                                                                                                                                                            |  | Annual Report
|                                                                                                                                                            |  |              
|UCBH Holdings, Inc.                                                                                                                                         |  |               |          | 
|Report of Independent
    Registered Public Accounting Firm                                                                                                 |  |               | 65       | 
|Consolidated Balance Sheets
    at December 31, 2004 and 2003                                                                                               |  |               | 67       | 
|Consolidated Statements of
    Income for the Years Ended December 31, 2004, 2003 and
    2002                                                              |  |               | 68       | 
|Consolidated Statements of
    Changes in Stockholders Equity and Comprehensive Income
    (Loss) for the Years Ended December 31, 2004, 2003 and
    2002 |  |               | 69       | 
|Consolidated Statements of
    Cash Flows for the Years Ended December 31, 2004, 2003 and
    2002                                                          |  |               | 70       | 
|Notes to Consolidated
    Financial Statements                                                                                                              |  |               | 71 - 110 | 

(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 |  | Second Amended and Restated Certificate of
    Incorporation of UCBH Holdings, Inc.*****                                                                                                                                        
| | 3  | .2 |  | Amended and Restated 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 UCBH Holdings, Inc.,
    United Commercial Bank and Thomas S. Wu*******                                                                                                                            
| | 10 | .2 |  | Form of Change in Control Agreement among UCBH
    Holdings, Inc., United Commercial Bank and Jonathan H.
    Downing*******                                                                                                    
| | 10 | .3 |  | Form of Change in Control Agreement among UCBH
    Holdings, Inc., United Commercial Bank and Sylvia Loh as well as
    certain other Executive Vice Presidents of UCBH Holdings, Inc.
    or United Commercial Bank*******     
| | 10 | .4 |  | Form of Change in Control Agreement among UCBH
    Holdings, Inc., United Commercial Bank and Ka Wah (Tony) Tsui as
    well as certain other Senior Vice Presidents of UCBH Holdings,
    Inc. or United Commercial Bank*******

19



---



##### Table of Contents



| |    |    |  |                                                                                                                                                                                            
| | -- | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .5 |  | Amended UCBH Holdings, Inc. 1998 Stock Option
    Plan******                                                                                                                               
| | 10 | .6 |  | Executive Deferred Compensation Plan                                                                                                                                                       
| | 10 | .7 |  | Director Deferred Compensation Plan                                                                                                                                                        
| | 13 | .0 |  | 2004 Annual Report to Shareholders                                                                                                                                                         
| | 21 | .0 |  | Subsidiaries of UCBH Holdings, Inc.                                                                                                                                                        
| | 23 | .1 |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                      
| | 31 | .1 |  | Certificate pursuant to Rule 13a-14(a) of
    the Securities Exchange Act, as amended, signed and dated by
    Thomas S. Wu.                                                               
| | 31 | .2 |  | Certificate pursuant to Rule 13a-14(a) of
    the Securities Exchange Act, as amended, signed and dated by
    Jonathan H. Downing.                                                        
| | 32 |    |  | Certificate pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002, signed and dated by Thomas S. Wu
    and Jonathan H. Downing.



---



| |   |                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Incorporated 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 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 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).



| |      |                                                                                                                                                                                                                                                  
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | **** | Incorporated by reference to the exhibit of the
    same number from the Companys Form 10-K for the
    fiscal year ended December 31, 2003, filed with the
    Securities and Exchange Commission on March 11, 2004 (SEC
    File No. 0-24947).



| |       |                                                                                                                                                                                                                                          
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ***** | Incorporated by reference to the exhibit of the
    same number from the Companys Form 10-Q for the
    quarter ended March 31, 2004, filed with the Securities and
    Exchange Commission on May 10, 2004, (SEC File
    No. 0-24947).



| |        |                                                                                                                                                                                                                              
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ****** | Incorporated herein by reference to
    Exhibit 4.2 from the Companys Registration Statement
    filed on Form S-8, filed with the Securities and Exchange
    Commission on October 4, 2004, (SEC File
    No. 333-119518).



|        |                                                                                                                                                                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|******* | Incorporated herein by reference to the exhibit
    of the same number from the Companys Form 10-Q for
    the quarter ended September 30, 2004, filed with the
    Securities and Exchange Commission on November 9, 2004 (SEC
    File No. 0-24947).

20



---



##### 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: March 16, 2005



| |                    
| | -------------------
| | 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                                       |  | Title                                                                                                                |  | Date          
|                                           |  |                                                                                                                      |  |               
|                                          
|/s/ Thomas S. WuThomas S. Wu               |  | Chairman, President, Chief Executive Officer, and
    Director (principal executive officer)                         |  | March 16, 2005
|                                          
|/s/ Jonathan H. DowningJonathan H. Downing |  | Executive Vice President, Chief Financial
    Officer, and Director (principal financial and accounting
    officer) |  | March 16, 2005
|                                          
|/s/ Anthony Y. ChanAnthony Y. Chan         |  | Director                                                                                                             |  | March 16, 2005
|                                          
|/s/ Joseph J. JouJoseph J. Jou             |  | Director                                                                                                             |  | March 16, 2005
|                                          
|/s/ Li-Lin KoLi-Lin Ko                     |  | Director                                                                                                             |  | March 16, 2005
|                                          
|/s/ Ronald S. McMeekinRonald S. McMeekin   |  | Director                                                                                                             |  | March 16, 2005
|                                          
|/s/ Michael Tun ZanMichael Tun Zan         |  | Lead Director                                                                                                        |  | March 16, 2005
|                                          
|/s/ Dr. Godwin WongDr. Godwin Wong         |  | Director                                                                                                             |  | March 16, 2005
|                                          
|/s/ Joseph S. WuJoseph S. Wu               |  | Director                                                                                                             |  | March 16, 2005

21