exv4w1







 




    Exhibit 4.1



 



    THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH
    IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JUNE 11, 2010
    (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY
    REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST
    FROM GEORGESON, THE INFORMATION AGENT.



 




    HANMI
    FINANCIAL CORPORATION

    NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE



 



    Hanmi Financial Corporation (the “Company”) is
    offering (the “Rights Offering”) to its stockholders
    of record (the “Recordholders”) as of June 7,
    2010 (the “Record Date”) non-transferable rights (the
    “Subscription Rights”) to purchase up to an aggregate
    of 50,000,000 shares of its common stock, par value $0.001
    per share (the “Common Stock”), at a subscription
    price of $1.20 per share (the “Subscription Price”).
    As described in the Prospectus, each Recordholder will receive
    one Subscription Right for each share of Common Stock owned on
    the Record Date. Subscription rights may only be exercised in
    whole numbers. Each whole Subscription Right will allow the
    holder thereof to subscribe to purchase one share of Common
    Stock (the “Basic Subscription Privilege”) at the
    Subscription Price. Each Recordholder who exercises the Basic
    Subscription Privilege in full will be eligible to subscribe to
    purchase additional shares of Common Stock, subject to the
    conditions and limitations described further in the Prospectus
    (the “Over-Subscription Privilege”). The Company
    offers no assurances that any subscription requests that any
    holder of Subscription Rights may submit pursuant to the
    Over-Subscription Privilege will be fulfilled in whole or in
    part.



 



    The Rights Offering expires at 5:00 p.m., New York time, on
    July 6, 2010 (the “Expiration Date”) unless the
    Company decides, in its sole discretion, to extend the
    expiration date or cancel the Rights Offering earlier.



 



    For a more complete description of the terms and conditions of
    the Rights Offering, please refer to the Prospectus, which you
    should read carefully in its entirety. Please also read
    carefully “Instructions for Use of Hanmi Financial
    Corporation Subscription Rights Certificates” which has
    been provided to you with this Subscription Rights Certificate.



 




    1.
    EXERCISE OF SUBSCRIPTION RIGHTS

    (Check
    the appropriate responses and provide all required information)
    



 



    You have been granted the number of Subscription Rights
    indicated in the lower right hand corner of this Subscription
    Rights Certificate, which entitles you to subscribe for an equal
    number of shares of Hanmi Financial Corporation Common Stock.
    Each Recordholder will receive one Subscription Right for each
    share of Common Stock owned on the Record Date.



 




    FULL
    EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:



 


		
	    o  	
    The undersigned hereby irrevocably exercises in full the
    Subscription Rights and subscribes
    for          
    shares of Common Stock (which equals the number of Subscription
    Rights indicated in the lower right hand corner), subject to the
    terms and conditions set forth in the Prospectus.




 




    EXERCISE
    OF OVER-SUBSCRIPTION PRIVILEGE (requires full exercise of Basic
    Subscription Privilege):



 


		
	    o  
	    The undersigned hereby irrevocably applies
    for          
    additional shares of Common Stock pursuant to the
    Over-Subscription Privilege, subject to the terms and conditions
    set forth in the Prospectus. Please note that we will not accept
    any over-subscription requests for less than 10,000 shares
    of our common stock, except from our non-executive officers and
    employees from whom we will accept over-subscription requests
    for 1,000 or more shares of our common stock.

	 
	    o  
	    The undersigned hereby certifies that they are a non-executive
    officer or employee of the Company.















 






 




    PARTIAL
    EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:



 


		
	    o  	
    The undersigned hereby irrevocably exercises only a portion of
    the Subscription Rights and subscribes
    for          
    shares of Common Stock (which is less than the number of
    Subscription Rights, shown in the lower right hand corner, to
    which the undersigned is entitled).




 


	 	 	 
	

    TOTAL SHARES SUBSCRIBED FOR:


	
 
	
         

	
 
	
 
	
 

	
 
	
 
	
 

	

    AMOUNT ENCLOSED:


	
 
	
    $          

	
 
	
 
	
 

	

    (At $1.20 per share of Common Stock)


	
 
	
 











 



    By executing this Subscription Rights Certificate below, the
    undersigned hereby acknowledges and agrees to the following
    terms and conditions:



 



    1. At the time of submitting this Subscription Rights
    Certificate for Common Stock, the undersigned agrees to deliver
    the full purchase price for all shares to be purchased. Failure
    to include the full purchase price will result in Computershare
    Inc. (the “Subscription Agent”) applying such payment
    to exercise the Basic Subscription Privilege of the undersigned
    and, if applicable, any accepted Over-Subscription Privilege to
    the fullest extent possible based on the amount of payment
    received. The purchase price must be paid as directed in the
    Prospectus and “Instructions for Use of Hanmi Financial
    Corporation Subscription Rights Certificates.”



 



    2. Book Entry Shares in lieu of Certificates representing
    shares of Common Stock duly subscribed and paid for will be
    issued as soon as practicable after the earlier of when we have
    received total subscriptions in the rights offering and the best
    efforts public offering (described further in the Prospectus) of
    at least $105,000,000 in the aggregate, or the closing of the
    transaction with Woori (described further in the Prospectus).
    The undersigned hereby acknowledges and agrees that the
    settlement cycle for the purchase and sale of our common stock
    will be considerately longer than the usual three business day
    period as a result of the foregoing conditions to consummating
    the rights offering.



 



    3. The undersigned agrees to all terms and conditions of
    the Prospectus, which is incorporated herein by reference, and
    of this Subscription Rights Certificate.



 



    THE SUBSCRIPTION RIGHTS CERTIFICATE, OR NOTICE OF GUARANTEED
    DELIVERY, AND FULL PAYMENT OF THE TOTAL SUBSCRIPTION AMOUNT FOR
    ALL SHARES OF COMMON STOCK SUBSCRIBED FOR UNDER THE BASIC
    SUBSCRIPTION PRIVILEGE AND ANY ADDITIONAL SHARES OF COMMON
    STOCK SUBSCRIBED FOR PURSUANT TO THE OVER-SUBSCRIPTION
    PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY UNCERTIFIED PERSONAL
    CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, ON OR BEFORE
    5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE. ONCE A
    RECORDHOLDER HAS EXERCISED ANY SUBSCRIPTION RIGHTS, SUCH
    EXERCISE MAY NOT BE CANCELLED, REVOKED OR OTHERWISE AMENDED.
    SUBSCRIPTION RIGHTS THAT ARE NOT EXERCISED PRIOR TO
    5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE WILL
    EXPIRE.



 




    2.
    REGISTRATION OF SHARES



 



    Shares purchased by the undersigned will be registered in the
    name of the stockholder to whom the rights have been issued.



 




    3.
    SIGNATURES



 



    IN WITNESS WHEREOF, I (we) have irrevocably exercised my (our)
    Subscription Rights as indicated above, and I (we) have executed
    this certificate, and returned this Subscription Rights
    Certificate to the Subscription Agent, together with full
    payment for the shares subscribed for.



 


	 	 	 	 	 	 	 
	

      


	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	

    Signature


	
 
	
    Date
	
 
	
    Signature
	
 
	
    Date 













    

    2








 







    If the shares of the Recordholder are held in joint tenancy, the
    names and signatures of both joint tenants are required. If this
    Subscription Rights Certificate is being executed on behalf of a
    Recordholder by an attorney, executor, administrator, guardian
    or other fiduciary, or by an officer of a corporation, and the
    shares were not issued to such Recordholder in such manner, the
    person so executing must give his or her full title in such
    capacity, and proper evidence of authority to act in such
    capacity must be furnished to the Subscription Agent upon
    request.



 


			
	 	    • 
	
    Return this Certificate




 


	 	 	 
	

      By First Class Mail:


	
 
	
    By Overnight Courier

    (Until 5:00 pm. New York time on

    the expiration date of the rights offering subscription 

    period):

	

    Computershare

    Corporate Actions Voluntary Offer

    P.O. Box 43011

    Providence, RI
    02940-3011


	
 
	
    Computershare

    Corporate Actions Voluntary Offer

    250 Royall Street, Suite V

    Canton, MA 02021









 



    Delivery of this Subscription Rights Certificate to an
    address other than as set forth above does not constitute a
    valid delivery.



 



    FOR ADDITIONAL INFORMATION CONCERNING THE RIGHTS OFFERING,
    INCLUDING INSTRUCTIONS ON THE USE OF SUBSCRIPTION RIGHTS
    CERTIFICATES, PLEASE CONSULT GEORGESON, THE INFORMATION AGENT.
    BANKS AND BROKERS SHOULD CALL
    (212) 440-9800
    AND STOCKHOLDERS SHOULD CALL
    (800) 509-0983.





    

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