exv10w1



 





Exhibit 10.1



China Minsheng Banking Corp., Ltd. & UCBH Holdings, Inc.


Investment Agreement



 


China Minsheng Banking Corp. Ltd. Logo


UCBH Holdings, Inc. Logo


2007



 









 





INVESTMENT AGREEMENT
 


Dated as of
 


October 7, 2007
 


Between
 


China Minsheng Banking Corp., Ltd.
 


&
 


UCBH Holdings, Inc.




 









 








INVESTMENT AGREEMENT




     THIS INVESTMENT AGREEMENT (this “Agreement”) dated as of October 7, 2007, between China
Minsheng Banking Corp., Ltd., a Chinese joint stock commercial bank (“Buyer”) and UCBH Holdings,
Inc., a Delaware corporation (“Issuer”).



     WHEREAS, Issuer desires to (a) issue certain Common Stock (as defined herein) to Buyer and (b)
arrange for sales by certain shareholders of Issuer of Common Stock to Buyer, and Buyer desires to
(i) purchase such Common Stock and (ii) subject to compliance with applicable law, make third party
purchases of Common Stock, all upon the terms and subject to the conditions hereinafter set forth;
and



     WHEREAS, on the First Closing Date (as defined herein), Buyer and Issuer intend to enter into
an Investor’s Rights and Standstill Agreement (the “Investor’s Rights Agreement”) in the form
attached hereto as Exhibit A and a Voting Agreement (the “Voting Agreement”) in the form attached
hereto as Exhibit B.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants
hereinafter set forth, and intending to be legally bound, Issuer and Buyer hereby agree as follows:


ARTICLE I.


DEFINITIONS



     Section 1.01 Definitions. (a) The following terms, as used herein, have the following
meanings:



     “Affiliate” means, with respect to any Person at any time, any other Person directly or
indirectly controlling, controlled by, or under common control with such Person as of such time;
provided that, for the purposes of this Agreement, Buyer and its Affiliates shall not be Affiliates
of Issuer, and Issuer and its Affiliates shall not be Affiliates of Buyer.



     “Ancillary Agreements” means the Investor’s Rights Agreement and the Voting Agreement.



     “Average Closing Price” means the average daily closing price per share of Issuer’s Common
Stock as quoted on the Nasdaq Global Select Market for the 90 trading day period set forth in the
definitions of the Step One Average Closing Price, the Step Two
Average Closing Price, and the Step
Three Average Closing Price, as applicable.



     “Beneficial Ownership” by a Person shall be interpreted in accordance with the term
“beneficial ownership” as defined in Rule 13d-3 promulgated under the Exchange Act; provided that
Buyer shall not be deemed to Beneficially Own any Common Stock subject to this Agreement prior to
the purchase of such Common Stock by Buyer. For purposes of this Agreement, a Person shall be
deemed to Beneficially Own any securities that are Beneficially Owned by its Affiliates or any
Group of which such Person or any such Affiliate is or becomes a member. Notwithstanding the
foregoing, securities Beneficially Owned by Buyer and its Affiliates shall not include, for any
purpose under this Agreement, any Common Stock held by Buyer and its Affiliates (i) in trust for
the benefit of persons other than Buyer and its Affiliates; (ii) in managed, brokerage, custodial,
nominee or other customer accounts; (iii) in mutual funds, open- or closed-end investment funds or
other pooled investment vehicles sponsored, managed and/or advised or subadvised by Buyer or its
Affiliates; or (iv) by Affiliates of Buyer (or any



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division thereof) which are broker-dealers or otherwise engaged in the securities business,
provided that in each case, such securities were acquired in the ordinary course of business of
their respective banking, investment management and securities business and not with the intent or
purpose on the part of Buyer or its Affiliates of influencing control of Issuer or avoiding the
provisions of this Agreement. The terms “Beneficially Own” and “Beneficial Owner” shall have a
correlative meaning.



     “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks
in San Francisco, California or Beijing, China are authorized or required by applicable law to
close.



     “Buyer Percentage” shall mean, at any time, the ratio, expressed as a percentage of the total
number of shares of Common Stock Beneficially Owned by Buyer to the total number of issued and
outstanding shares of Common Stock.



     “CADFI” means the California Department of Financial Institutions.



     “Capital Stock” means Common Stock and Preferred Stock.



     “CBRC” means the China Bank Regulatory Commission or its duly authorized local branch, as the
case may be, or any successors thereto.



     “Closing Date” means any or each of the First Closing Date, Second Closing Date or Third
Closing Date.



     “Common Stock” means common stock of Issuer, par value $0.01 per share.



     “Confidentiality Agreement” means the confidentiality letter agreement, dated September 5,
2007 between Issuer and Buyer, as may be amended from time to time.



     “Control” (including the terms “controlling”, “controlled by” and “under common control with”)
shall mean the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.



     “CSRC” means the China Securities Regulatory Commission or its duly authorized local branch,
as the case may be, or any successors thereto.



     “Deemed Closing” means a Step Two Deemed Closing or a Step Three Deemed Closing.



     “Defensive Measure” means (i) any provision of the certificate of incorporation or bylaws of
Issuer the purpose or effect of which is, in whole or in part, to defer, delay or make more costly
or burdensome, the consummation of the acquisition of Common Stock by Buyer contemplated this
Agreement, (ii) any shareholder rights plan or “poison pill”, including any amendment to the
Shareholder Rights Agreement (other than the amendment referred to in Section 5.08), (iii) any
employment or severance agreement and any employee benefit plan that would provide for enhanced
benefits to officers, directors or employees of Issuer or any of its Subsidiaries or any
acceleration of any such benefits in connection with the consummation of the acquisition of Common
Stock by Buyer contemplated this Agreement, (iv) any contract or agreement to which Issuer is a
party that would impose on Issuer or any of its Subsidiaries a material cost, or deprives Issuer or
any of its Subsidiaries of a material asset or benefit, in either case, in connection with the
consummation of the acquisition of Common Stock of Issuer contemplated this Agreement and (vi) any
act by the board of directors of Issuer or any of its



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Subsidiaries that is intended to have or has any of the effects described in clauses (i)
through (vi) above.



     “Equity Securities” means (i) any equity securities of Issuer, including the Common Stock and
the Preferred Stock and (ii) any securities of Issuer that are convertible into, exchangeable for,
or otherwise entitle the holder thereof to receive or purchase equity securities of Issuer.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “FDIC” means the Federal Deposit Insurance Corporation.



     “First Closing Date” means the date of
the First Closing.



     “First Closing” means the closing of the purchase and sale of the Initial Shares.



     “FRB” means the Federal Reserve Board.



     “GAAP” means, in the case of Issuer, the generally accepted accounting principles in the
United States as in effect from time to time, or in the case of Buyer, the generally accepted
accounting principles in the People’s Republic of China as in effect from time to time.



     “Governmental Entity” means any court, administrative agency or commission or other
governmental authority or instrumentality of the United States of America or the People’s Republic
of China, including any Regulatory Agency and the SEC; provided that, for the avoidance of doubt
“Governmental Entity” shall not include any state-owned enterprise or investment company or fund
established by any government or governmental agency.



     “Group” shall have the meaning set forth in Section l3(d)(3) of the Exchange Act.



     “Initial Shares” means the number of newly issued shares of Common Stock equal to the product
of 0.051525 multiplied by the Step One Outstanding Shares.



     “Investor’s
Rights Agreement” means the Investor’s Rights and Standstill Agreement in the form
attached as Exhibit A, which Issuer and Buyer shall enter into on the First Closing.



     “Issuer Disclosure Schedule” means the disclosure schedule dated the date hereof, delivered by
Issuer to Buyer in connection with, and forming part of, this
Agreement.



     “KRX Index” means the Keefe, Bruyette & Woods Regional Banking Index.



     “Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed,
absolute or contingent, matured or unmatured or determined or determinable, including those arising
under any law or order imposed by any Governmental Entity and those arising under any contract,
agreement, arrangement, commitment or undertaking.



     “Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge,
security interest, encumbrance or other adverse claim of any kind (including tax and environmental
liens) in respect of such property or asset.



     “Material Adverse Effect” means with respect to a Person, any event, change, circumstance or
effect which, individually or in the aggregate with any other events, changes, circumstances or
effects occurring on or after the date hereof, (i) is materially adverse to the business, assets,
liabilities, results of operations or condition (financial or otherwise) of such Person and its
Subsidiaries (if any) taken as a whole, other than any such event, chance, circumstance or effect
attributable to or resulting from (A) any change in banking or similar laws,



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rules, regulations or policies of general applicability or interpretations thereof by
Governmental Entities, (B) any change in GAAP or regulatory accounting principles, in each case
which affects banks, thrifts or their holding companies generally, (C) events or conditions in
economic, business or financial conditions generally or affecting banks, thrifts or their holding
companies specifically (including changes in the prevailing level of interest rates), (D) changes
in national or international political or social conditions, including the engagement by the United
States in hostilities, whether or not pursuant to the declaration of a national emergency or war,
or the occurrence of any military or terrorist attack upon or within the United States or any of
its territories, possession or diplomatic or consular offices or upon any military installation,
equipment or personnel of the United States, (E) in the case of Issuer, any action or omission of
Issuer taken with the prior written consent of Buyer, or (F) in the case of Buyer, any action or
omission of Buyer taken with the prior written consent of Issuer; or (ii) materially impairs the
ability of such Person to consummate the transactions contemplated hereby.



     “Person” means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a Governmental Entity.



     “Preferred Stock” means preferred stock of Issuer, par value $0.01 per share.



     “Regulatory Agency” means any banking agency or department of any foreign, U.S. federal or
state government, including the CADFI, the FRB, the FDIC, the CBRC, the SAFE or the respective
staffs thereof.



     “SAFE” means the State Administration of Foreign Exchange, a Chinese Governmental Entity.



     “SEC Documents” means, collectively, all forms, reports and documents required to be filed by
Issuer with the SEC since December 31, 2004, including (i) any Annual Reports on Form 10-K, (ii)
any Quarterly Reports on Form 10-Q, (iii) any proxy statements relating to Issuer’s meetings of
stockholders (whether annual or special) and (iv) any other forms, reports and other registration
statements required to be filed by Issuer with the SEC, as such documents may be amended since the
time of their filing.



     “SEC” means the U.S. Securities and Exchange Commission.



     “Second Closing Date” means the date of the Second Closing.



     “Second Closing” means the closing of the transaction resulting in Buyer acquiring the Step
Two Buyer Percentage.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Shareholder Rights Plan” means the rights agreement dated January 28, 2003 between Issuer and
Mellon Investor Services LLC, as it may be amended from time to time.



     “Step One Average Closing Price” means $17.79, which was the Average Closing Price for the 90
trading days immediately preceding September 29, 2007.



     “Step One Date” means the fifth Business Day prior to the First Closing Date.



     “Step One KRX Index” means the KRX Index on the trading day immediately preceding the date of
this Agreement.



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     “Step One Outstanding Shares” means the total number of shares of Common Stock outstanding on
the Step One Date.



     “Step Three Average Closing Price” means the Average Closing Price for the 90 trading days
preceding the Step Three Baseline Date.



     “Step Three Baseline Date” means the fifth Business Day prior to the Third Closing Date.



     “Step Three Buyer Outstanding Shares” means the total number of shares of Common Stock
Beneficially Owned by Buyer on the Step Three Baseline Date.



     “Step Three Buyer Percentage” means a Buyer Percentage of 20.0%.



     “Step Three KRX Index” means the KRX Index on the Step Three Baseline Date.



     “Step Three Outstanding Shares” means the total number of shares of Common Stock outstanding
on the Step Three Baseline Date.



     “Step Three Purchase Price” has the meaning given such term in Section 2.03(d) hereto, which
price may be adjusted pursuant thereto.



     “Step Three Shares” means the number of shares of Common Stock equal to:



	 	 	 
	1.25(Y x 0.20 - Z)
	 
	 	 
	where:

	 	Y = Step Three Outstanding
Shares”
	 

	 	Z = Step Three Buyer Outstanding Shares






     “Step Two Average Closing Price” means the Average Closing Price for the 90 trading days
preceding the Step Two Baseline Date.



     “Step Two Baseline Date” means the fifth Business Day prior to the Second Closing Date.



     “Step
Two Buyer Outstanding Shares” means the total number of shares of Common Stock
Beneficially Owned by Buyer on the Step Two Baseline Date.



     “Step Two Buyer Percentage” means a Buyer Percentage of 9.9%.



     “Step Two KRX Index” means the KRX Index on the Step Two Baseline Date.



     “Step
Two Outstanding Shares” means the total number of shares of Common Stock outstanding on
the Step Two Baseline Date.



     “Step Two Purchase Price” has the meaning given such term in Section 2.02(c) hereof, which
price may be adjusted pursuant thereto.



     “Step Two Shares” means the number of shares of Common Stock equal to:



	 	 	 
	1.1099(Y x 0.099 - Z)
	 
	 	 
	where:

	 	Y = Step Two Outstanding Shares
	 

	 	Z = Step Two Buyer Outstanding Shares






     “Subsidiary” means, with respect to any Person, any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time indirectly or indirectly owned by such
Person.



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     “Third Closing Date” means the date of the Third Closing.



     “Third Closing” means the closing of the transaction resulting in Buyer acquiring the Step
Three Buyer Percentage



     “Treasury Stock” means shares of Common Stock that are classified as treasury stock in
accordance with GAAP.



     “UCB” means United Commercial Bank, a California state-chartered bank and a wholly owned
Subsidiary of Issuer.


ARTICLE II.


PURCHASE AND SALE



     Section 2.01 Initial Purchase and Sale. Upon the terms and subject to the conditions of
this Agreement, at the First Closing, Issuer shall sell to Buyer, and Buyer shall purchase from
Issuer, the Initial Shares. The purchase price for the Initial Shares shall be (i) the Step One
Average Closing Price multiplied by (ii) the number of the Initial Shares (the “Initial Purchase
Price”). The Initial Purchase Price shall be paid as provided in Section 2.04.



Section 2.02 Second Step Purchase by Buyer.





     (a) Following the First Closing and subject to the terms and conditions of this
Agreement, including Section 2.02(b) and Section 6.0l(a)(ii), (i) Buyer shall purchase from
Issuer or from one or more third parties designated by Issuer, and (ii) Issuer shall (x)
issue and sell to Buyer and/or (y) introduce Buyer, pursuant to Section 2.05, to third
parties who may offer to sell to Buyer, the aggregate number of shares of Common Stock that,
after giving effect to such purchase(s), result in the Buyer Percentage being equal to the
Step Two Buyer Percentage. Subject to Section 2.02(b), the proportions of shares of Common
Stock issued and sold by Issuer (the “Step Two Primary Issuance”) and purchased from third
parties (“Step Two Secondary Transactions”) shall be determined by Issuer. Issuer shall (A)
in the case of Step Two Secondary Transactions provide Buyer notice of the identity of such
third party or parties, including contact information no later than sixty (60) days prior to
March 31, 2008, and (B) in the case of the Step Two Primary Issuance, complete such
issuances by the later of March 31, 2008 and 10 Business Days following receipt of the
regulatory approval, if any, referred to in Section 6.0l(a)(ii); provided, however, that
either party shall have the right to elect to extend the date referred to in (A) above to
sixty (60) days prior to December 31, 2008 and the date referred to in (B) above to December
31, 2008, with such election to be made by prior written notice to the other party on or
before January 31, 2008. Buyer and Issuer shall comply with all applicable laws, including,
but not limited to, US regulatory and securities laws, in connection with such purchases. In
the event that the Buyer Percentage becomes equal to the Step Two Buyer Percentage as a
result only of Step Two Secondary Transactions and no Step Two Primary Issuance, Buyer
shall, within 5 Business Days of Buyer achieving the Step Two Buyer Percentage, provide
notice in writing to Issuer indicating the number of shares of Common Stock acquired by
Buyer in such Step Two Secondary Transactions. The Second Closing shall be deemed to have
taken place on Issuer’s receipt of such notice (a “Step Two Deemed Closing”).




     (b) The Buyer shall be under no obligation to purchase Common Stock in Step Two
Secondary Transactions pursuant to Section 2.02(a), and Issuer shall be obligated to



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issue to Buyer the Step Two Shares by the later of (i) March 31, 2008 or December 31,
2008, as the case may be, and (ii) 10 Business Days following receipt of the confirmation or
completion of the registration, as the case may be, referred to in Section 6.01(a)(ii),
if (A) Issuer does not introduce such third party or parties to Buyer at least sixty (60)
days’ prior to either March 31, 2008 or December 31, 2008, as the case may be, as provided
for in Section 2.02(a), or (B) Buyer determines in its sole discretion that Step Two
Transactions cannot be entered into on terms satisfactory to Buyer.




     (c)
The purchase price for the Step Two Shares, if issued in a Step Two
Primary Issuance, shall be the Step Two Average Closing Price
multiplied by the Step Two Shares (the “Step Two Purchase
Price”); provided that the Step Two Purchase Price may be adjusted by multiplying it by 1.05 if:



x
is not greater than y, where “x”
equals:



Step Two Average Closing Price — Step One Average Closing Price


Step One Average Closing Price


and
“y” equals:




	 	 	 
	Step Two KRX Index — Step One KRX Index	 	+ 0.20
	 	 	 
	Step One KRX Index	 	 






     The Step Two Purchase Price shall be paid as provided in Section 2.04.



Section 2.03 Third Step Purchase by Buyer.




     (a) Following the Second Closing and subject to the terms and conditions of this Agreement,
including compliance with Section 6.0l(a)(iii):




     (i) Buyer shall have the right, but not the obligation, by notice in writing to Issuer
delivered no later than April 30, 2009, to request (a “Buyer Request”) that Issuer (A) issue
and sell to Buyer and/or (B) introduce Buyer, pursuant to Section 2.05, to third parties who
may offer to sell to Buyer, in each case, the aggregate number of shares of Common Stock
that, after giving effect to such purchase(s), will result in the Buyer Percentage being
equal to the Step Three Buyer Percentage. Buyer’s rights under this Section 2.03(a)(i) shall
expire if Buyer does not deliver a Buyer Request to Issuer involving either (i) the
purchases of shares of Common Stock from third parties (such purchases from third parties,
“Step Three Secondary Transactions”) or (ii) the issuance by Issuer of shares of Common
Stock to Buyer (the “Step Three Primary Issuance”) on or before April 30, 2009. Issuer shall
have the right, but not the obligation, to accept the Buyer Request (an “Issuer
Acceptance”), which Issuer Acceptance shall be delivered in writing to Buyer no later than
10 Business Days following delivery by Buyer of the Buyer Request. If (x) Issuer rejects the
Buyer Request, (y) Issuer does not deliver the Issuer Acceptance within such 10 Business Day
period, or (z) the Third Closing does not occur on or before June 30, 2009 (which date shall
be automatically extended to the date which is 10 Business Days following completion of the
registration referred to in Section 6.01(a)(iii) if such registration has been initiated but
has not been completed by June 30,



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2009; provided, however, that in no event shall the Third Closing be extended beyond
September 30, 2010, after which date neither party shall be obligated to consummate the
Third Closing), each party’s rights under this Section 2.03(a)(i) shall expire. Buyer may
specify in a Buyer Request, and Issuer may (but is under no obligation to) accept in its
Issuer Acceptance delivered in respect of such Buyer Request, that in the event Buyer is
unable to consummate Step Three Secondary Transactions with third parties introduced to
Buyer pursuant to this Section 2.03(a)(i), Buyer shall accept a Step Three Primary Issuance
from Issuer, with such Step Three Primary Issuance to be completed at such time as the
parties may mutually agree in writing.




     (ii) Issuer shall have the right, but not the obligation, by notice in writing to Buyer
delivered no later than April 30, 2009, to request (an “Issuer Request”) that Issuer (i)
issue and sell to Buyer and/or (ii) introduce Buyer, pursuant to Section 2.05, to third
parties who may offer to sell to Buyer, in each case, the aggregate number of shares of
Common Stock that, after giving effect to such purchase(s), will result in the Buyer
Percentage being equal to the Step Three Buyer Percentage. If Issuer does not deliver the
Issuer Request to Buyer on or before April 30, 2009, Issuer’s rights under this Section
2.03(a)(ii) shall expire. Buyer shall have the right, but not the obligation, to accept the
Issuer Request (a “Buyer Acceptance”), which Buyer Acceptance shall be delivered in writing
to Issuer no later than 10 Business Days following delivery by Issuer of the Issuer Request.
If (x) Buyer rejects the Issuer Request, (y) Buyer does not to deliver the Buyer Acceptance
within such 10 Business Day period, or (z) the Third Closing does not occur on or before
June 30, 2009 (which date shall be automatically extended to the date which is 10 Business
Days following completion of the registration referred to in Section 6.01(a)(iii) if such
registration has been initiated but has not been completed by June 30, 2009; provided,
however, that in no event shall the Third Closing be extended beyond September 30, 2010,
after which date neither party shall be obligated to consummate the Third Closing), each
party’s rights under this Section 2.03(b)(ii) shall expire. Issuer may specify in an Issuer
Request, and Buyer may (but is under no obligation to) accept in its Buyer Acceptance
delivered in respect of such Issuer Request, that in the event Buyer is unable to consummate
Step Three Secondary Transactions with third parties introduced to Buyer pursuant to this
Section 2.03(a)(ii), Issuer shall conduct a Step Three Primary Issuance in favor of Buyer,
with such Step Three Primary Issuance to be completed at such time as the parties may
mutually agree in writing.



     (b) Issuer shall (i) in the case of Step Three Secondary Transactions, provide Buyer notice of
the identity of such third party or parties, including contact information, on or before April 30,
2009, or (ii) in the case of the Step Three Primary Issuance, complete such issuances on or before
June 30, 2009 (which date shall be automatically extended to the date which is 10 Business Days
following completion of the registration referred to in Section 6.01(a)(iii) if such registration
has been initiated but has not been completed by June 30, 2009; provided, however, that in no event
shall the Third Closing be extended beyond September 30, 2010, after which date neither party shall
be obligated to consummate the Third Closing); provided, however, that in the event of a Step Three
Primary Issuance, if the Step Three Buyer Outstanding Shares (without giving effect to such Step
Three Primary Issuance) consist of only the Step One Shares, the Step Two Shares and adjusted
shares issued by Issuer from time to time pursuant to Section 2.4 of the Investor’s Rights
Agreement, the Step Three Shares shall be adjusted by subtracting 100 shares of Common Stock
therefrom (so adjusted, the “Adjusted Step Three Shares”), and the



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purchase by the Buyer of the said 100 shares of Common Stock shall be effected from third
parties in the manner as described in item (i) above. Subject to the other terms of this Section
2.03, the proportion of shares of Common Stock issued in the Step Three Primary Issuance and
purchased in Step Three Secondary Transactions shall be determined by Issuer. Buyer shall comply
with all applicable laws, including, but not limited to, US regulatory and securities laws, in
connection with such purchases. In the event that the Buyer Percentage becomes equal to the Step
Three Buyer Percentage as a result only of Step Three Secondary Transactions and no Step Three
Primary Issuance, Buyer shall, within 5 Business Days of Buyer achieving the Step Three Buyer
Percentage, provide notice in writing to Issuer indicating the number of shares of Common Stock
acquired by Buyer in such Step Three Secondary Transactions. The Third Closing shall be deemed to
have taken place on Issuer’s receipt of such notice (a “Step Three Deemed Closing”).



     (c) Buyer’s issuance of a Buyer Request pursuant to Section 2.03(a)(i), or acceptance of an
Issuer Request pursuant to Section 2.03(a)(ii), in respect of Step Three Secondary Transactions
shall not obligate Buyer to consummate purchases with such third parties on terms that are not
satisfactory, as determined by Buyer in its sole discretion.



     (d) If issued in a Step Three Primary Issuance, the purchase price for the Step Three Shares
or the Adjusted Step Three Shares, as the case may be, shall be the Step Three Average Closing
Price multiplied by the Step Three Shares or the Step Three Adjusted Shares, as the case may be,
(“Step Three Purchase Price”); provided that the Step Three Purchase Price may be adjusted as
follows:




	 	•	 	The Step Three Purchase Price shall be adjusted by multiplying it by 1.15, if x-1 is
not greater than y-1;
	 
	 	•	 	The Step Three Purchase Price shall be adjusted by multiplying it by 1.10, if x-1 is
greater than y-1, but not greater than y-2; or
	 
	 	•	 	The Step Three Purchase Price shall be adjusted by multiplying it by 1.05, if x-1 is
greater than y-2, but not greater than y-3.





Where “x-1” equals:




	 	 	 
	Step Three Average Closing Price — Step One Average Closing Price	 	 
	 	 	 
	Step One Average Closing Price	 	 






“y-1” equals:




	 	 	 
	Step Three KRX Index — Step One KRX Index	 	+ 0.20
	 	 	 
	Step One KRX Index	 	 





“y-2” equals:




	 	 	 
	Step Three KRX Index — Step One KRX Index	 	+ 0.35
	 	 	 
	Step One KRX Index	 	 





“y-3” equals:




	 	 	 
	Step Three KRX Index — Step
One KRX Index
	 	+ 0.50
	 	 	 
	Step One KRX Index	 	 






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     The Step Three Purchase Price shall be paid as provided in Section 2.04.



     Section 2.04 Closing. The Initial Closing, the Second Closing, and the Third Closing, if any
(each a “Closing”), hereunder, other than a Deemed Closing shall take place at the offices of
Squire Sanders & Dempsey L.L.P., One Maritime Plaza, Suite 300, San Francisco, California, as soon
as possible, but in no event later than ten Business Days after satisfaction of the conditions set
forth in Article VI (other than those conditions which by their nature are to be satisfied at such
Closing) with respect to the respective purchase and sale of the Initial Shares, the Step Two
Shares and the Step Three Shares, or at such other time or place as Buyer and Issuer may agree. At
any Closing that is not a Deemed Closing:



     (a) Buyer shall deliver to Issuer the Initial Purchase Price, the Step Two Purchase Price or
the Step Three Purchase Price as the respective Closing may require, in immediately available funds
by wire transfer to an account of Issuer designated by Issuer, by notice to Buyer, which notice
shall be delivered not later than two Business Days prior to the respective Closing Date (or if not
so designated, then by certified or official bank check payable in immediately available funds to
the order of Issuer in such amount);



     (b) Issuer shall deliver a receipt for the Initial Purchase Price, the Step Two Purchase Price
or the Step Three Purchase Price, as applicable; and



     (c) Issuer shall issue or transfer the Initial Shares, the Step Two Shares and the Step Three
Shares, as the case may be, to Buyer through the delivery of certificates duly endorsed or
accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed
thereto, or by means of a customary DTC electronic transfer, as applicable.



     Any
Deemed Closing shall be deemed to take place pursuant to
Section 2.02(a) or 2.03(b), as
applicable. A Deemed Closing shall not be construed as a waiver by Buyer of any failure of Issuer
to comply with its obligations under this Agreement including under Article 5.



     Section 2.05 Secondary Transactions. During the course of this Agreement, Issuer shall introduce to
the Buyer any third party who expresses to Issuer an unsolicited interest to sell some or all of
their shares of Common Stock. Notwithstanding anything contained herein, all purchases by Buyer of
Common Stock from Persons other than Issuer shall be effected by Buyer in accordance with and
pursuant to the requirements of all applicable laws, including, but not limited to, US federal and
state securities laws.



     Section 2.06 Ownership Information. Buyer shall deliver to Issuer within five Business Days after
any acquisition of a number of shares of Common Stock equal to 1% or more of the issued and
outstanding shares of Common Stock of Issuer in a privately-negotiated transaction as provided
herein, an accurate report specifying the number of shares of Common Stock acquired in such
transaction and the total number of shares of Common Stock Beneficially Owned by Buyer after giving
effect to such transaction. In addition, upon the reasonable request of Issuer, Buyer shall within
five Business Days deliver to Issuer a written notice specifying the number of shares of Common
Stock then Beneficially Owned by Buyer.


Section 2.07 Dividends, Etc. (a) Issuer covenants and agrees that between the Step One Date and the
First Closing, it shall not:




     (i) issue any Equity Securities other than pursuant to Issuer Options that are outstanding at
the date hereof under Issuer Option Plans or that are granted after the date hereof in the ordinary
course of business consistent with the past practice and Issuer Option Plans;



10









 





     (ii) split, divide, subdivide, consolidate, reclassify or recapitalize any shares of Capital
Stock or conduct other similar transaction;



     (iii) issue (or agree or commit to issue) any shares of Capital Stock in connection with
mergers and acquisitions or similar transactions; and



     (iv) issue stock appreciation right or other similar instrument, including restricted shares,
granted to officers, directors, employees, consultants or others.



     (b) The Step One Average Price, Step Two Average Price and Step Three Average Price, as
applicable, shall be adjusted to reflect appropriately the effect on the trading price of the
Common Stock resulting from any stock split, reverse stock split, stock dividend (including any
dividend or distribution of securities convertible into Equity Securities), extraordinary cash
dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or
other like change with respect to the Common Stock that occurs, or a record date for which occurs,
during the 90-trading day period referred to in the definitions of Step One Average Price, Step Two
Average Price and Step Three Average Price.


ARTICLE
III.


REPRESENTATIONS AND WARRANTIES OF ISSUER


Except as set forth in the Issuer Disclosure Schedule, Issuer hereby represents and warrants to
Buyer, as of the date hereof and as of each Closing Date, as follows:




     (a) Corporate
Organization. Issuer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. Issuer (a) has all requisite power and
authority to own, operate or lease all of its properties and assets and to carry on its business as
it has been and is now being conducted, and (b) is duly licensed or qualified to do business in
each jurisdiction in which the nature of the business conducted by it or the character or location
of the properties and assets owned or leased by it makes such licensing or qualification necessary,
except where the failure to be so licensed or qualified would not (i) prevent or delay Issuer from
performing its obligations hereunder. (ii) adversely affect the ability of Issuer to consummate the
transactions contemplated hereby or (iii) have a Material Adverse Effect. Issuer is registered with
and supervised by the FRB as a bank holding company under the Bank Holding Company Act of 1956, as
amended. The certificate of incorporation and bylaws of Issuer, copies of all of which have
previously been made available to Buyer, are true and correct and complete copies of such documents
as in effect as of the date of this Agreement.



Section 3.02 Subsidiaries.




     (a) The SEC Documents set forth a true and complete list of all of Issuer’s Subsidiaries,
listing for each Subsidiary its name, type of entity, the jurisdiction of its incorporation or
organization and the percentage of each class or series of its equity securities owned by Issuer or
Subsidiary.



     (b) UCB is a commercial bank duly organized and validly existing under the Laws of the State
of California, and duly licensed by the CADFI. The deposits of UCB are insured by the FDIC to the
fullest extent permitted in the FDIC, and all premiums and assessments required to be paid in
connection therewith have been paid when due. Issuer is the legal and Beneficial Owner of all of
the issued and outstanding equity securities of UCB.



11









 





     (c) Each of Issuer’s Subsidiaries that is a corporation: (i) is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation (ii) has
all requisite power and authority to own, operate or lease all of its properties and assets and to
carry on its business as it has been and is now being conducted, and (iii) is duly licensed or
qualified to do business in each jurisdiction in which the nature of the business conducted by it
or the character or location of the properties and assets owned or leased by it makes such
licensing or qualification necessary, except where the failure to be so licensed or qualified would
not (i) prevent or delay Issuer from performing its obligations hereunder, (ii) adversely affect
the ability of Issuer to consummate the transactions contemplated hereby or (iii) have a Material
Adverse Effect. Each of Issuer’s Subsidiaries that is not a corporation: (i) is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has
all necessary power and authority to own, operate or lease the properties and assets owned,
operated or leased by such Subsidiary and to carry on its business as it has been and is currently
conducted by such Subsidiary and (iii) is duly licensed or qualified to do business and is in good
standing in each jurisdiction in which the properties owned or leased by it or the operation of its
business makes such licensing or qualification necessary, except where the failure to be so
licensed or qualified would not (i) prevent or delay Issuer from performing its obligations
hereunder, (ii) adversely affect the ability of Issuer to consummate the transactions contemplated
hereby or (iii) have a Material Adverse Effect.


Section 3.03 Authority; No Violation.




     (a) Issuer has full power and authority to execute and deliver this Agreement and the
Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the
transactions contemplated hereby and thereby have been duly and validly approved by the board of
directors of Issuer pursuant to applicable law, and no other corporate proceedings on the part of
Issuer or its Subsidiaries are necessary to approve this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been, and the Ancillary Agreements will be,
duly and validly executed and delivered by Issuer (assuming due authorization, execution and
delivery by Buyer). This Agreement constitutes, and the Ancillary Agreements will constitute, valid
and binding obligations of Issuer, enforceable against Issuer in accordance with their respective
terms, except as enforcement may be limited by general principles of equity whether applied in a
court of law or a court of equity and by applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights and remedies generally.



     (b) Neither the execution and delivery of this Agreement or the Ancillary Agreements by
Issuer, nor compliance by Issuer with any of the terms or provisions hereof or thereof, will (i)
violate any provision of the certificate of incorporation or bylaws of Issuer or the respective
organizational documents of its Subsidiaries, or (ii) assuming that the consents and approvals
referred to in Section 3.04 are duly obtained, (x) violate any statute, code, ordinance, rule,
regulation, judgment, order, writ, decree or injunction applicable to Issuer or any of its
Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result
in a breach of any provision of or the loss of any benefit under, constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, result in the
termination of or a right of termination or cancellation under, accelerate the performance required
by, or result in the creation of any Lien upon, any of the respective properties or assets of
Issuer or any its Subsidiaries under, any of the terms, conditions or provisions of any note,



12









 







bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other
instrument or obligation to which Issuer or any its Subsidiaries is a party, or by which they or
any of their respective properties or assets may be bound or affected except (in the case of clause
(y) above) for such violations, conflicts, breaches or defaults which either individually or in the
aggregate would not (i) prevent or delay Issuer from performing its obligations hereunder (ii)
adversely affect the ability of Issuer to consummate the transactions contemplated hereby or (iii)
have a Material Adverse Effect.


Section 3.04 Consents and Approvals. Except for the (a) applications for Requisite Regulatory
Approvals (as defined in Section 6.01(a) below), (b) filings evidencing compliance with applicable
state and federal securities laws, and (c) such filings, authorizations or approvals as may be set
forth in Section 3.04 of the Issuer Disclosure Schedule, no consents, approvals, authorizations,
orders, filings or registrations with any Governmental Entity or with any third party are necessary
in connection with the execution, delivery and performance by Issuer of this Agreement or the
Ancillary Agreements or the consummation transactions contemplated hereby or thereby. No vote of
any stockholders of Issuer is required to approve this Agreement or the Ancillary Agreements or to
consummate the transactions contemplated hereby or thereby.



Section 3.05 Broker’s Fees. None of Issuer or any of Issuer’s officers or directors, has employed
any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees
in connection with any of the transactions contemplated by this Agreement, except that Issuer has
engaged Merrill Lynch, Pierce, Fenner & Smith, Inc. (“Merrill Lynch”) as its financial advisor and
will pay certain fees to Merrill Lynch.



Section 3.06 Approvals. As of the date of this Agreement, except for (i) any required bank holding
company or change in bank control notice or application, (ii) any required SAFE approval and (iii)
any required CBRC approval, Issuer knows of no reason why all regulatory approvals from any
Governmental Entity required for the consummation of the transactions contemplated hereby should
not be obtained on a timely basis or would result in any such approval containing any condition or
requirement that could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.



Section 3.07
Legal Proceedings. Issuer is not a party to any, and there are no pending or, to
Issuer’s knowledge, threatened, legal, administrative, or arbitral or other proceedings, claims,
actions or governmental or regulatory investigations of any nature that, individually or in the
aggregate, would (i) delay or prevent Issuer from performing its respective obligations hereunder,
(ii) adversely affect the ability of Issuer to consummate the transactions contemplated hereby
(iii) adversely affect the legality, validity or enforceability of this Agreement or the Ancillary
Agreements, or (iii) cause a Material Adverse Effect.



Section 3.08 Compliance with Applicable Law. Issuer and each of Issuer’s Subsidiaries:




     (a) have conducted and continue to conduct their business in compliance in all material
respects, with all applicable federal, state, local and foreign statutes, laws, regulations,
ordinances, permits, licenses, franchises, certificates of authority, rules, judgments, orders or
decrees applicable thereto or to the employees conducting such businesses, including, but not
limited to, if and to the extent applicable, the Exchange Act, the Securities Act, the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994, the Fair Credit Reporting Act, the
Electronic Fund Transfer Act, Fair Debt Collection Practices Act, Federal Deposit Reform Act of
2005, Federal Deposit Insurance Corporation Improvement Act of 1991 , the Sarbanes-Oxley



13









 







Act of 2002, the Bank Holding Company Act of 1956,
as amended, the Equal Credit Opportunity
Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, and all other
applicable fair lending and fair housing laws or other laws relating to discrimination (including,
without limitation, anti-redlining, equal credit opportunity and fair credit reporting),
truth-in-lending, real estate settlement procedures, adjustable rate mortgages disclosures or
consumer credit (including, without limitation, the federal Consumer Credit Protection Act, the
federal Truth-in Lending Act and Regulation Z thereunder, the federal Real Estate Settlement
Procedures Act of 1974 and Regulation X thereunder, and the federal Equal Credit Opportunity Act
and Regulation B thereunder) or with respect to the Flood Disaster Protection Act;



     (b) has
all permits, licenses, franchises, certificates, orders, and approvals of, and has
made all filings, applications, and registrations with, Governmental Entities that are required in
order to permit Issuer and each of Issuer’s Subsidiaries to carry on its business as currently
conducted;



     (c) has, since
December 31, 2004, received no notification or communication from any
Governmental Entity (i) asserting that Issuer or any of Issuer’s Subsidiaries is not in compliance
with any statutes, regulations or ordinances, (ii) threatening to revoke any permit, license,
franchise, certificate of authority or other governmental authorization, (iii) threatening or
contemplating revocation or limitation of, or which would have the effect of revoking or limiting,
UCB’s FDIC deposit insurance; and



     (d) 
Section 3.08 of the Issuer Disclosure Schedule provides a description of all material
violations asserted in writing and penalties imposed by any Regulatory Agency against Issuer or its
Subsidiaries since December 31, 2002.



     (e) is not a party to or subject to any order, decree, agreement, memorandum of understanding
or similar arrangement with, or a commitment letter, supervisory letter, resolution of Issuer’s
board of directors, or similar submission to, any Governmental Entity charged with the supervision
or regulation of depository institutions or engaged in the insurance of deposits (including, the
FDIC) or the supervision or regulation of Issuer or any of Issuer’s Subsidiaries and neither Issuer
nor any of Issuer’s Subsidiaries has been advised in writing by any such Governmental Entity that
such Governmental Entity is contemplating issuing or requesting (or is considering the
appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of
understanding, commitment letter, supervisory letter or similar submission.


Section 3.09 Regulatory Reports. (a) Except as otherwise set forth in Section 3.09 of the Issuer
Disclosure Schedule, Issuer and each of Issuer’s Subsidiaries, have timely filed all reports,
registrations and statements, together with any amendments required to be made with respect
thereto, that they were required to file since December 31, 2004 with any Regulatory Agency
(collectively, the “Issuer Reports”) and have paid all fees and assessments due and payable in
connection therewith. Except for normal examinations conducted by a Regulatory Agency in the
regular course of the business of lssuer and Issuer’s Subsidiaries, no Regulatory Agency has
initiated any proceeding or, to the knowledge of Issuer, investigation into the business or
operations of Issuer or any of Issuer’s Subsidiaries since December 31, 2004. Except as set forth
in Section 3.09 of the Issuer Disclosure Schedule, there is no unresolved material violation,
criticism, or exception by any Regulatory Agency with respect to any report or statement relating
to any examinations of Issuer or any of Issuer’s Subsidiaries. Issuer has been and is in compliance
in all material respects with the applicable listing requirements of the NASDAQ.




14









 







Issuer has an appropriate insider trading policy in place and has established and applied
reasonable internal controls and procedures to ensure compliance with the insider trading policy.




     (b) The Issuer Reports have been, or will be, prepared in all material respects in accordance
with applicable regulatory accounting principles and practices, including, but not limited to, all
applicable rules, regulations and pronouncements of applicable Governmental Entities, throughout
the periods covered by such statements.


Section 3.10 Capitalization. (a) The authorized capital stock of Issuer consists of 180,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock. As of August 31, 2007, there were
(i) 103,781,630 shares of Common Stock issued and outstanding, (ii) no shares of Preferred Stock
outstanding, and (iii) options to acquire 14,481,395 shares of Common Stock outstanding pursuant to
the option plans described in Section 3.10 of the Issuer Disclosure Schedule (“Issuer Option
Plans”). All of the issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal
liability attaching to the ownership thereof. The shares of Common Stock to be issued upon each
Closing have been duly authorized and, if and when issued upon each Closing, will be validly
issued, fully paid and nonassessable, and free of preemptive rights, with no personal liability
attaching to the ownership thereof. The exercise price of each option issued under Issuer Option
Plans (an “Issuer Option”) is no less than the fair market value of a share of Common Stock as
determined on the date of grant of such Issuer Option. All grants of Issuer Options were validly
issued and properly approved by the board of directors of Issuer (or a duly authorized committee or
subcommittee thereof) in material compliance with all applicable laws and recorded on Issuer’s
financial statements in accordance with GAAP, and no such grants involved any “back dating,”
“forward dating,” or similar practices with respect to the effective date of grant. Except for
Issuer Options, the Series A Participating Preferred Stock and the rights issuable pursuant to the
Shareholder Rights Agreement, Issuer does not have and is not bound by any outstanding
subscriptions, options, warrants, calls, arrangements, commitments or agreements of any character
calling for the purchase or issuance of any shares of Capital Stock or any other Equity Securities
of Issuer.




     (b) All the outstanding shares of capital stock owned by Issuer in its Subsidiaries’ are
validly issued, fully paid, nonassessable and, except with respect to wholly owned Subsidiaries,
free of preemptive rights, and are owned by Issuer of such Subsidiaries, as the case may be,
whether directly or indirectly, free and clear of all Liens. There are no options, warrants,
convertible securities or other rights, agreements, arrangements or commitments of any character
relating to the capital stock of any of Issuer’s Subsidiaries or obligating Issuer or any of its
Subsidiaries to issue or sell any shares of capital stock of, or any other interest in, any such
Subsidiary.


Section 3.11 Financial Statements.
(a) Issuer has previously made available to Buyer (i) copies of
the consolidated balance sheets of Issuer as of December 31 for the fiscal years 2004 through
2006, inclusive, and the related consolidated statements of operations, changes in stockholders’
equity and comprehensive income and cash flows for the fiscal years 2004 through 2006, inclusive,
as reported in Issuer’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2005
and December 31, 2006 filed with the SEC under the Exchange Act, in each case accompanied by the
audit report of Issuer’s independent registered public accountants, (ii) unaudited consolidated
balance sheets of Issuer as of March 31, 2007 and June 30, 2007, and the related consolidated
statements of operations, changes in stockholders’ equity and


15









 






comprehensive income, and cash flows for the first two fiscal quarters of 2007, and (iii) restated
consolidated statements of cash flows as described in
Section 3.11 of the Issuer Disclosure
Schedule (collectively, the “Financial Statements”). Each of the Financial Statements (i) was
prepared in accordance with the books of account and other financial records of Issuer and its
Subsidiaries, (ii) presents fairly the consolidated financial condition and results of operations
of Issuer and its Subsidiaries as of the dates thereof or for the periods covered thereby in
accordance with GAAP, (iii) was prepared in accordance with GAAP applied on a basis consistent with
the past practices of Issuer and its Subsidiaries, and (iv) includes all adjustments (consisting,
except as otherwise described in the notes to the Financial Statements, only of normal recurring
accruals) that are necessary for a fair presentation of the consolidated financial condition of
Issuer and its Subsidiaries and the results of the operations of
Issuer and its Subsidiaries as of
the dates thereof or for the periods covered thereby. Except as set forth in the SEC Documents, the
consolidated financial statements of Issuer for the fiscal years 2004 through 2006 complied as to
form in all material respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto.



Section 3.12 Absence of Certain Changes or Events.




     (a) Since December 31, 2006, there has been no change or development or combination of
changes or developments which, individually or in the aggregate, has had a Material Adverse Effect.



     (b) Since December 31, 2006, each of Issuer and UCB has carried on its business only in the
ordinary and usual course consistent with its past practice.


Section 3.13 Absence of Undisclosed Liabilities. Except as set forth in Section 3.13 of the Issuer
Disclosure Schedule, there are no Liabilities of Issuer or its Subsidiaries, other than Liabilities
(a) reflected or reserved against in the Financial Statements, (b) arising under any contract which
is being performed by Issuer or any of its Subsidiary in accordance with its terms, or (c) incurred
since December 31 , 2006 in the ordinary course of business, consistent with past practice, of
Issuer and its Subsidiaries and which, with respect to this clause (c), do not and could not
reasonably be expected to have a Material Adverse Effect. Reserves are reflected in the Financial
Statements against all Liabilities of Issuer and its Subsidiaries in amounts that have been
established on a basis consistent with the past practices of Issuer and its Subsidiaries and in
accordance with GAAP. Neither Issuer nor UCB has knowingly made nor shall make any representation
or covenant in any agreement pursuant to which any loans or other assets have been or will be sold
by Issuer or UCB that contained or shall contain any untrue statement of a material fact or omitted
or shall omit to state a material fact necessary in order to make the statements contained therein,
in light of the circumstances under which such representations and/or covenants were made or shall
be made, not misleading. Other than any regular quarterly dividend by Issuer, no cash, stock or
other dividend or any other distribution with respect to Capital Stock has been declared, set aside
or paid, nor has any of Capital Stock been repurchased, redeemed or otherwise acquired, directly or
indirectly, by Issuer since December 31 , 2006.



Section 3.14 SEC Documents. Issuer has filed all forms, reports and documents required to be filed
by it with the SEC since December 31, 2004, including the SEC Documents. As of their respective
dates or, if amended, as of the date of the last such amendment, the SEC Documents (i) complied in
all material respects with the applicable requirements of the Securities Act or the Exchange Act,
as the case may be, and the rules and regulations of the SEC promulgated


16









 






thereunder applicable to such SEC Documents and (ii) did not, at the time they were filed (if an
amendment, being the date the amendment was filed), contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not
misleading. No Subsidiary of Issuer is required to file any form, report or other document with the SEC.




ARTICLE IV.




REPRESENTATIONS
AND WARRANTIES OF BUYER



Buyer
hereby represents and warrant to Issuer, as of the date hereof and as of each Closing Date, as
follows:



Section 4.01
Requisite Power and Authority.
Buyer is a Chinese joint stock commercial bank duly
incorporated, validly existing and in good standing under the corporate and banking law of the
People’s Republic of China. Buyer has all requisite corporate power and authority to perform its
obligations contemplated hereunder. This Agreement has been, and the Ancillary Agreements will be,
duly and validly executed and delivered by Buyer, and (assuming due authorization, execution and
delivery by Issuer) this Agreement constitutes, and the Ancillary Agreements will constitute, a
valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms,
except as enforcement may be limited by general principles of equity whether applied in a court of
law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights
and remedies generally.



Section 4.02
Capitalization. To the knowledge of Buyer, as of the date of this Agreement, no shares
of capital stock of Buyer are directly owned by any Governmental Entity.



Section 4.03
Approvals. As of the date of this Agreement, except for (i) any required bank holding
company or change in bank control notice or application, (ii) any required SAFE approval and (iii)
any required CBRC approval, Buyer knows of no reason why all regulatory approvals from any
Governmental Entity required for the consummation of the transactions contemplated hereby should
not be obtained on a timely basis or would result in any such approval containing any condition or
requirement that could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.



Section 4.04
Financial Statements. The audited consolidated balance sheets of Buyer and its
Subsidiaries as of December 31 for the fiscal years 2004 through 2006, inclusive, and the related
consolidated statements of operations, changes in stockholders’ equity and comprehensive income and
cash flows for the fiscal years 2004 through 2006, all of which have been delivered to Issuer,
fairly present in all material respects the consolidated financial condition and consolidated
results of operations of Buyer and its Subsidiaries as of such dates and for such respective
periods in accordance with GAAP applied consistently throughout the periods covered thereby.



Section 4.05 Purchase Entirely for Own Account. Buyer acknowledges that Issuer is entering into
this Agreement with Buyer in reliance upon Buyer’s representation and warranty to Issuer that the
shares of Common Stock to be acquired by Buyer hereunder will be acquired for Buyer’s own account,
not as a nominee or agent. Any sale of such shares of Common Stock will be made


17









 






in compliance with applicable law and the terms and conditions of the Investor Rights Agreement.
Buyer does not presently have any contract, undertaking, agreement or arrangement with any Person
to sell, transfer or grant participations to such Person or to any other Person any of the shares
of Common Stock to be issued to Buyer hereunder.



Section 4.06 Disclosure of Information. Buyer has had an opportunity to discuss Issuer’s
businesses, management, financial affairs and the terms and conditions of the transaction
contemplated hereby (including, without limitation, the offering and issuance of shares of Issuer
Common Stock hereunder) with Issuer’s management and receive answers from Issuer’s management as
Buyer considers necessary in connection with the transaction contemplated hereby. Buyer (i) has
such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of its prospective investment in Issuer; (ii) has the ability to bear the economic
risk of loss of its entire investment resulting from the acquisition of the shares of Common Stock
to be issued hereunder; and (iii) has not been offered any securities of Issuer by any form of
advertisement, article, notice or other communication published in any newspaper, magazine, or
similar media or broadcast over television or radio, or any seminar or meeting whose attendees have
been invited by any such media.



Section 4.07 Restricted Securities. Buyer understands that the shares of Common Stock to be issued
hereunder have not been registered under the Securities Act, by reason of a specific exemption from
the registration provisions of the Securities Act which depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of Buyer’s representations and warranties as
expressed herein. Buyer understands that the shares of Common Stock to be issued hereunder are
“restricted securities” under applicable U.S. federal and state securities laws and that, pursuant
to these laws, Buyer must hold the shares of Common Stock indefinitely until they are registered
with the SEC and qualified by state authorities, or an exemption from such registration and
qualification requirements is available.



Section 4.08 Accredited Investor. Buyer is an accredited investor as defined in Rule 501(a) of a
Regulation D promulgated under the Securities Act.



Section 4.09 Foreign Jurisdiction. Buyer has satisfied itself as to the full observance of the laws
of the People’s Republic of China in connection with its approval of the transactions contemplated
hereby, including (i) the legal requirements within this jurisdiction for its acquisition of the
shares of Common Stock to be issued hereunder, (ii) any foreign exchange restrictions applicable to
such acquisition of shares, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale, or transfer of the shares of Common Stock to be issued hereunder.
Buyer’s approval of the transactions contemplated hereby, and its acquisition and continued
beneficial ownership of the shares of Common Stock to be issued hereunder, will not violate any
applicable securities or other laws of Buyer’s jurisdiction.



Section 4.10 No Ownership. As of the First Closing, Buyer shall not Beneficially Own any Common
Stock other than the Initial Shares.




18









 







ARTICLE V.


COVENANTS OF ISSUER AND BUYER



     Section 5.01 Conduct of Business.



     (a) Issuer covenants and agrees that, between the date hereof and the time of the First
Closing, neither Issuer nor any of its Subsidiaries shall conduct its business other than in the
ordinary course and consistent with Issuer’s and its Subsidiaries’ prior practice.



     (b) Except as otherwise contemplated by this Agreement or consented to in writing by Buyer,
during the period from the date of this Agreement to the First Closing Date, Issuer shall not, and
shall not permit its Subsidiaries to adopt or propose any change in its certificate of
incorporation or bylaws



     (c) Except as consented to in writing by Buyer, during the period from the date of this
Agreement to each Closing Date, Issuer shall not, and shall not permit its Subsidiaries to:




     (i) take any action or fail to take any action that is intended or may reasonably be
expected to result in any of its representations and warranties set forth in this Agreement
being or becoming untrue in any material respect, or in any of the conditions to such
Closing set forth in Article VI not being satisfied; or




     (ii) take any action or enter into any agreement that could reasonably be expected to
jeopardize or materially delay the receipt of any Requisite Regulatory Approvals or the
consummation of such Closing.


Section 5.02 All Reasonable Efforts. Subject to the terms and conditions of this Agreement, each
party agrees to cooperate fully with the other and to use all reasonable efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable
to consummate and make effective, at the time and in the manner contemplated by this Agreement and
the Ancillary Agreements and the other transactions contemplated by this Agreement, including using
all reasonable efforts to lift or rescind any injunction or restraining order or other order
adversely affecting the ability of the parties to consummate any Closing and the other transactions
contemplated by this Agreement and the Ancillary Agreements. Between the date of this Agreement and
the Third Closing Date, Buyer shall notify and consult with Issuer prior to taking any steps to
increase the level of ownership of its outstanding equity securities by any Governmental Entity.



Section 5.03 Certain Filings. Each of Buyer and Issuer shall use all reasonable efforts to obtain
(or to enable the other of them or Issuer’s Subsidiaries to obtain) all the Requisite Regulatory
Approvals and all other authorizations, consents, orders and approvals of all Governmental Entities
that may be or become necessary for the performance by Issuer or Buyer of their respective
obligations pursuant to this Agreement and the Ancillary Agreements and will cooperate fully with
the other party in promptly seeking to obtain all such authorizations, consents, orders and
approvals. Each party hereto agrees to make promptly all appropriate filings and to supply as
promptly as practicable to the appropriate Govermnental Entities any additional information and
documentary material that may be requested in connection with obtaining the Requisite Regulatory
Approvals and all such other authorizations, consents, orders and approvals of all Governmental
Entities that may be or become necessary with respect to the transactions contemplated by this
Agreement and the Ancillary Agreements. Buyer will use all reasonable efforts to promptly obtain
all the required approvals from the SAFE.




19









 







Section 5.04 Access to Information. From the date of this Agreement and through the First Closing,
upon reasonable notice, Issuer shall cause its officers, directors, employees, agents,
representatives, accountants and counsel, and shall cause its Subsidiaries and each of its
Subsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to:
(a) afford the officers, employees, agents, accountants, counsel, financing sources and
representatives of Buyer reasonable access, during normal business hours, to the offices,
properties, other facilities, books and records of Issuer and each of its Subsidiaries and to those
officers, directors, employees, agents, accountants and counsel of Issuer and of each of its
Subsidiaries who have any knowledge relating to Issuer, or any of its Subsidiaries and (b) furnish
to the officers, employees, agents, accountants, counsel and representatives of Buyer such
additional financial and operating data and other information regarding the assets, properties,
liabilities and goodwill of Issuer, its Subsidiaries and their respective businesses and strategic
plans and intentions (or legible copies thereof) as Buyer may from time to time reasonably request.



Section 5.05 Confidentiality. All confidential information furnished to a party or its advisor by a
party or its advisor in connection with the transactions contemplated hereby shall be subject to,
and the recipient of such information shall hold all such information in confidence in accordance
with, the provisions of the Confidentiality Agreement.



Section 5.06
Notification of Certain Matters. Each party shall give prompt notice to the others (and
subsequently keep the other parties informed on a current basis) upon its becoming aware of the
occurrence or existence of any fact, event or circumstance that (i) has resulted in or is
reasonably likely to result in any Material Adverse Effect, or (ii) would cause or constitute a
material breach of any of its representations, warranties, covenants or agreements contained
herein; provided, however, that the delivery of any notice pursuant to this Section 5.06 shall not
have any effect for the purpose of determining the satisfaction of the conditions set forth in
Article VI of this Agreement or otherwise limit or affect the remedies available to any such party
hereunder.



Section 5.07 Defensive Measures. Issuer shall (a) prior to the First Closing Date, take all actions
necessary so that any other Defensive Measures are rendered inapplicable to, or are otherwise
consistent with, and do not prevent Buyer from exercising its rights under, this Agreement and the
Ancillary Agreements and the transactions contemplated hereby, so long as such transactions are
consummated in accordance with this Agreement and the Ancillary Agreements and (b) not at any time
during the term of this Agreement adopt or impose any additional Defensive Measures that prevent
Buyer from exercising its rights under, this Agreement or the Ancillary Agreements and the
transactions contemplated hereby and thereby.



Section 5.08 Amendment to the Shareholder Rights Plan. Prior to the First Closing Date, Issuer
shall take all actions necessary to render the rights issued pursuant to the terms of the
Shareholder Rights Plan inapplicable to this Agreement and the transactions contemplated hereby, so
long as such transactions are consummated in accordance with this Agreement and the Ancillary
Agreements, which actions shall include obtaining an amendment, in form reasonably satisfactory to
Buyer, to the Shareholder Rights Plan.



Section 5.09 Amendment to Issuer’s Bylaws/Appointment of Directors. Issuer shall comply with the
provisions of Sections 6.1(a) and (b) of the Investor Rights Agreement.




20









 







ARTICLE VI.


CONDITIONS TO CLOSING


Section 6.01
Conditions to Obligations of Issuer and Buyer. The respective obligations of Issuer
and Buyer to consummate each Closing shall be subject to the satisfaction of the following
conditions:




     (a) Requisite Regulatory Approvals.




     (i) On or prior to the First Closing, Buyer and Issuer shall have completed
consultation with the FRB, the CADFI and the FDIC with regard to compliance of each of the
First, Second and Third Closings with the U.S. Federal Change in Bank Control Act, Bank
Holding Company Act, Sections 700-711 of the California Financial Code and any other
applicable Regulatory Agency requirement.




     (ii) On or prior to the Second Closing (x) Buyer shall have either (a) obtained
confirmation in form and substance satisfactory to Buyer from the FRB and the CADFI that
registration as a bank holding company or financial holding company under U.S. Federal Laws
and California State law is not legally required or (b) completed such registration and (y)
Buyer shall have filed a CIBC notice with the FRB or obtained prior written confirmation
that such notice is not legally required.



     (iii) On or prior to the Third Closing, Buyer shall have registered as a bank holding company
or financial holding company under U.S. Federal law and California State law, to the extent such
registration is required under applicable law or by the relevant Regulatory Agency.



     (iv) Prior to each Closing, Buyer and Issuer, as the case may be, shall have obtained any
other required action from a Regulatory Agency, including Buyer obtaining the required approvals
from the CBRC and the SAFE, as applicable.



     (All such approvals being referred to herein as the “Requisite Regulatory Approvals”).



     (b) Illegality. No statute, rule, regulation, order, injunction or decree shall have been
enacted, entered, promulgated or enforced by any Governmental Entity that prohibits, restricts or
makes illegal the consummation of such Closing.



     (c) Buyer’s Shareholder Approval. Prior to the Third Closing, Buyer shall have obtained
shareholder approval, if required, to complete the Third Closing in accordance with applicable law.



     (d) Prior Closing. For the avoidance of doubt, the parties hereby confirm that consummation of
the First Closing is a condition precedent to each of the Second and Third Closings and that the
consummation of the Second Closing is a condition precedent to the Third Closing.


Section 6.02 Conditions to Obligations of Buyer. The obligation of Buyer to consummate each Closing
is also subject to the satisfaction or waiver by Buyer at or prior to such Closing Date of the
following conditions:




     (a) Representations and Warranties. The representations and warranties of Issuer set forth in
this Agreement shall be true and correct as of the date of this Agreement and as of such Closing
Date as though made at and as of such Closing Date (except that representations and warranties that
by their terms speak specifically as of the date of this Agreement or some other



21









 







date shall be true and correct as of such date), in each case except where the failure of such
representations and warranties to be so true and correct (without giving effect to any limitations
as to “materiality” or “Material Adverse Effect” or similar qualification as to materiality set
forth therein), would not, individually or in the aggregate, have a Material Adverse Effect, and
Buyer shall have received a certificate, dated such Closing Date, signed on behalf of Issuer by the
Chief Executive Officer and the Chief Financial Officer of Issuer to such effect.



     (b) Performance of Obligations of Issuer. Issuer shall have performed in all material respects
all obligations required to be performed by it under this Agreement at or prior to such Closing
Date, and Buyer shall have received a certificate signed on behalf of Issuer by the Chief Executive
Officer and the Chief Financial Officer of Issuer to such effect.



     (c) Consents Under Agreements. All consents and approvals of all persons (other than the
Governmental Entities) required for consummation of such Closing shall have been obtained and shall
be in full force and effect, unless the failure to obtain any such consent or approval would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.



     (d) Amendment to the Shareholder Rights Plan. On or prior to the First Closing, Issuer and
Mellon Investor Services LLC shall have amended, in form reasonably satisfactory to Buyer, the
Shareholder Rights Plan to render the rights issued pursuant to the terms of the Shareholder Rights
Plan inapplicable to this Agreement and the transactions contemplated hereby, so long as such
transactions are consummated in accordance with this Agreement and the Ancillary Agreements.



     (e) No Proceeding or Litigation. No claim, action, suit, arbitration, inquiry, proceeding or
investigation shall have been commenced or threatened by or before any Governmental Entity against
either Issuer, UCB or Buyer seeking to restrain or materially and adversely alter the transactions
contemplated by this Agreement which, in the reasonable, good faith determination of Buyer, is
likely to render it impossible or unlawful to consummate such transactions or which could have a
Material Adverse Effect.



     (f) No Material Adverse Effect. There shall not exist, and no event or events shall have
occurred, which, individually or in the aggregate, have had a Material Adverse Effect on Issuer.



     (g) Amendment to Issuer’s Bylaws/Appointment of Director. As a condition to Buyer’s obligation
to consummate the Second Closing only, Issuer shall have complied with Section 6.1(a) of the
Investor’s Rights Agreement.



     (h) Investor’s Rights Agreement. On or prior to the First Closing, Issuer shall have executed
and delivered to Buyer the Investor’s Rights Agreement in the form attached hereto as Exhibit A.


Section 6.03 Conditions to Obligations of Issuer. The obligation of Issuer to consummate each
Closing is also subject to the satisfaction or waiver by Issuer at or prior to such Closing Date of
the following conditions:





(a) Representations and Warranties. The representations and warranties of Buyer set forth in
this Agreement shall be true and correct in all material respects as of the date of this
Agreement and as of such Closing Date as though made at and as of such Closing Date (except
that representations and warranties that by their terms speak specifically as of the date of
this Agreement or some other date shall be true and correct as of such date), and



22









 







issuer shall have received a certificate, dated such Closing Date, signed on behalf of Buyer
by the Chairman of the Buyer or his authorized signatory to such effect.



     (b) Performance of Obligations of Buyer. Buyer shall have performed in all material respects
all obligations required to be performed by it under this Agreement at or prior to such Closing
Date, and Issuer shall have received a certificate, dated such Closing Date, and signed on behalf
of Buyer by the Chairman of Buyer or his authorized signatory to such effect.



     (c) Consents Under Agreements. All consents and approvals of all persons (other than the
Governmental Entities) required for consummation of such Closing shall have been obtained and shall
be in full force and effect, unless the failure to obtain any such consent or approval would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on
Buyer or Issuer.



     (d) No Proceeding or Litigation. No claim, action, suit, arbitration, inquiry, proceeding or
investigation shall have been commenced or threatened by or before any Governmental Entity against
either Issuer, UCB or Buyer seeking to restrain or materially and adversely alter the transactions
contemplated by this Agreement which, in the reasonable, good faith determination of Issuer, is
likely to render it impossible or unlawful to consummate such transactions or which could have a
Material Adverse Effect.



     (e) No Material Adverse Effect. There shall not exist, and no event or events shall have
occurred, which, individually or in the aggregate, have had a Material Adverse Effect on Buyer.



     (f)) Investor’s Rights Agreement. On or prior to the First Closing, Buyer shall have executed
and delivered to Issuer the Investor’s Rights Agreement in the form attached hereto as Exhibit A.



     (g) Board Seat. Promptly after completion of the Second Closing, the board of directors of
Buyer shall have elected as director a person designated by Issuer who shall (i) be reasonably
acceptable to Buyer and (ii) have obtained any required approval from the CBRC, the CSRC and the
Shanghai Stock Exchange to serve as director on the board of Buyer.


Section 6.04 Third Closing. Without limiting the generality of the foregoing, the parties hereby
confirm that their respective obligations to consummate the Third Closing shall be specifically
subject to the satisfaction or waiver of (i) Buyer’s registration, if any, as a bank holding
company or financial holding company as set forth in Section 6.01(b)(iii) above and (ii) Buyer’s
shareholder approval as set forth in Section 6.01(c) above.



ARTICLE VII.


TERMINATI0N


Section 7.01 Termination. This Agreement may be terminated at any time prior to any Closing:





     (a) by mutual consent of Issuer and Buyer;




     (b)
by either Issuer or Buyer upon written notice to the other party (i) thirty (30) days after the date on which any request or application for a Requisite
Regulatory Approval shall have been denied, approved based on conditions reasonably unsatisfactory
to Issuer or Buyer or withdrawn at the request or recommendation of the



23









 







Governmental Entity that must grant such Requisite Regulatory Approval, unless within the
thirty (30)-day period following such denial, approval with reasonably unsatisfactory conditions to
Issuer or Buyer or withdrawal a petition for rehearing or an amended application has been filed
with the applicable Governmental Entity, or (ii) any Governmental Entity of competent jurisdiction
shall have issued a final nonappealable order enjoining or otherwise prohibiting the transactions
contemplated hereby; provided, however, that no party shall have the right to terminate this
Agreement pursuant to this Section 7.01(b) if such denial, approval with conditions reasonably
unsatisfactory to Issuer or Buyer, request, recommendation for withdrawal, order, injunction or
prohibition shall be due to the failure of the party seeking to terminate this Agreement to perform
or observe the covenants and agreements of such party set forth herein;



     (c) by either Issuer or Buyer (provided that the terminating party is not then in material
breach of any representation, warranty, covenant or other agreement contained herein) if there
shall have been a material breach of any of the representations or warranties set forth in this
Agreement by the other party, which breach is not cured within thirty (30) days following written
notice to the party committing such breach, or which breach, by its nature, cannot be cured prior
to such Closing; provided, however, that neither Issuer nor Buyer shall have the right to terminate
this Agreement pursuant to this Section 7.01(c) unless the breach of representation or warranty, together
with all other such breaches, would entitle the party receiving such representation not to
consummate the transactions contemplated hereby under
Section 6.02(a) (in the case of a breach of a
representation or warranty by Issuer) or Section 6.03(a) (in the case of a breach of a representation or
warranty by Buyer); or



     (d) by either Issuer or Buyer (provided that the terminating party is not then in material
breach of any representation, warranty, covenant or other agreement contained herein) if there
shall have been a material breach of any of the covenants or agreements set forth in this Agreement
on the part of the non-terminating party, which breach shall not have been cured within thirty (30)
days following receipt by the breaching party of written notice of such breach from the other party
hereto, or which breach, by its nature, cannot be cured prior to such Closing.


Section 7.02 Effect of Termination. In the event of termination of this Agreement by any party as
provided in Section 7.01, this Agreement shall forthwith become null and void and have no effect
except that Sections 5.05, 7.02 and 8.02 hereof shall survive any termination of this Agreement.



Section 7.03 Amendment. This Agreement may not be amended except by an instrument in writing signed
by duly authorized representatives on behalf of each of the parties hereto.



Section 7.04 Extension; Waiver. Issuer and Buyer, by action taken or authorized by the respective
boards of directors, may, to the extent legally allowed, (a) extend the time for the performance of
any of the obligations or other acts of the other party or the other party’s affiliates hereunder,
(b) waive any inaccuracies in the representations and warranties of the other party or the other
party’s affiliates contained herein or in any document delivered pursuant hereto, and (c) waive
compliance by the other party or the other party’s affiliates with any of its agreements contained
herein, or waive compliance with any of the conditions to its obligations hereunder. Any agreement
on the part of Issuer or Buyer to any such extension or waiver shall be valid only if set forth in
a written instrument signed by duly authorized representatives on behalf of such party, but such
extension or waiver or failure to insist on strict compliance with an


24









 






obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.



ARTICLE VIII.


MISCELLANEOUS


Section 8.01 Nonsurvival of Representations and Warranties, Covenants and Agreements. The
representations and warranties in this Agreement and in any instrument delivered pursuant to this
Agreement shall expire on and shall not survive each Closing Date. The covenants and agreements
contained in this Agreement which by their terms apply in whole or in part following a Closing
Date, shall survive each such Closing Date.



Section 8.02 Expenses. All costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such expense.



Section 8.03
Notices. All notices and other communications hereunder shall be in writing and shall
be deemed given if delivered personally, mailed by registered or certified mail (return receipt
requested), by facsimile or delivered by an express courier (with confirmation) to the parties at
the following addresses (or at such other address for a party as shall be specified by like
notice):





	 	(a)	 	if to Issuer, to:




UCBH Holdings, Inc.

555 Montgomery Street

San Francisco, CA 94111

Attention: Eileen Romero

                  Vice President and Corporate Secretary
Fax: (415) 986-0729



with copies (which shall not constitute notice to Issuer) to:



Squire, Sanders & Dempsey L.L.P.

One Maritime Plaza, Suite 300

San Francisco, CA 94111-3492

Attention: Nicholas Unkovic, Esq.

Fax: (415) 393-9887



and:



Merrill Lynch, Pierce, Fenner & Smith, Inc.

4 World Financial Center

New York, NY 10080

Attention: Venkat Badinehal

Fax: (212) 449-0019




25









 





	 	(b)	 	if to Buyer, to:




China Minsheng Banking Corp., Ltd

No.2 Fuxingmennei Avenue, Xicheng District

Beijing, 100031 China

Attention: Mao Xiaofeng





Secretary to the Board


Fax: (8610) 6846-6796


with copies (which shall not constitute notice to Buyer) to:



M&A Center

Board of Directors Strategic Development Committee

Room 710, Building No.8, Beijing Friendship Hotel

No.1 South Zhongguancun Street, HaidianDistrict

Beijing 100873 China

Attention: Liu Yang

Fax: (8610) 6846-6076



and:



Shearman & Sterling LLP

12th Floor East Tower, Twin Towers

B-12 Jianguomenwai Dajie

Beijing, 100022 China

Attention: Lee Edwards, Esq.

Fax: (8610) 6563-6000



Section 8.04 Interpretation. Whenever the words “include,” “includes” or “including” are used in
this Agreement, they shall be deemed to be followed by the words “without limitation.” Wherever the
term “knowledge” is used in this Agreement, it means the knowledge of such party after diligent
inquiry. Unless specified otherwise herein, the terms “Section,” “Schedule,” “Exhibit” and
“Appendix” refer to sections, schedules, exhibits and appendices attached to this Agreement,
respectively. The terms “hereof,” “herein,” “hereby” and “hereunder” and words of similar import
refer to this Agreement as a whole, including all appendices, exhibits and schedules hereto. The
phrases “the date of this Agreement,” “the date hereof’ and terms of similar import, unless the
context otherwise requires, shall be deemed to refer to the date set forth in the introductory
paragraph of this Agreement. Terms defined in the singular have a comparable meaning when used in
the plural and vice versa. The table of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.



Section 8.05 Counterparts. This Agreement may be executed in counterparts, all of which shall be
considered one and the same agreement and shall become effective when counterparts have


26









 





been signed by each party hereto and delivered to the other party, it being understood that all
parties need not sign the same counterpart.



Section 8.06 Entire Agreement. This Agreement and the Ancillary Agreements, together with all
appendices, exhibits, schedules and other attachments hereto and thereto (including the documents
and the instruments referred to herein and therein, including, without limitation, the
Confidentiality Agreement), constitute the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the subject matter
hereof and thereof. Notwithstanding the foregoing, any provision of the Confidentiality Agreement
or any other document or instrument referred to herein that conflicts with any provision of this
Agreement shall be superseded by the provisions hereof.



Section 8.07 Governing Law; Dispute Resolution. The formation, construction, and performance of
this Agreement, including the rights and duties of the parties hereunder, shall be construed,
interpreted, governed, applied and enforced in accordance with the laws of the State of California
applicable to agreements entered into and performed entirely in the State of California by
residents thereof, without regard to any provisions thereof relating to conflicts of laws among
different jurisdictions; provided, however, that this Section 8.07 shall be governed by and
interpreted in accordance with the Federal Arbitration Act of the
United States, 9 U.S.C. §§ 1 et
seq. Any dispute, claim, controversy or difference regarding the interpretation or validity or
performance of, or otherwise arising out of or relating to, this Agreement (“Dispute”), shall be
finally and conclusively decided by binding arbitration in accordance with the Rules of Arbitration
of the International Chamber of Commerce (“ICC”) by an Arbitral Tribunal consisting of three
arbitrators appointed in accordance with those Rules. The language of the arbitration shall be
English and Mandarin Chinese. The venue for the bearings of the arbitration shall be Hong Kong. The
parties shall bear in equal shares any fees and expenses of the Arbitral Tribunal and of the ICC;
provided that the Arbitral Tribunal shall have the authority to award, as part of the Arbitral
Tribunal’s decision, to the prevailing party its costs and expenses of the arbitration proceeding,
including reasonable attorneys’ and experts’ fees. The Arbitral Tribunal shall render its award
based on the explicit terms of this Agreement; and in instances where it is silent, on the basis of
strict principles consistent with the terms of the Agreement. The Arbitral Tribunal shall be bound
by strict rules of law in making its decision, and may not pronounce judgment on equitable
principles or the basis of ex aqueo et bono. The Arbitral Tribunal shall have the authority to
include in its award a decision binding upon the parties enjoining them to take or refrain from
taking specific action with respect to the Dispute or declaring their rights, responsibilities and
liabilities as to the Dispute. The Arbitral Tribunal shall state the reasons for its decision in
writing in the award it issues. Judgment on the award rendered by the Arbitral Tribunal may be
entered by any court having jurisdiction. Each of the parties hereby irrevocably submits to the
personal jurisdiction of, and irrevocably waives objection to the laying of venue (including a
waiver of any argument of forum non conveniens or other principles of like effect) in, the state
and federal courts located in San Francisco, California, USA and/or the courts of Hong Kong, for
the purposes of any action commenced in aid of an arbitration hereunder, or for entry of judgment
upon the Arbitral Tribunal’s award. Each of the parties consents that all service of process may be
made by delivery of the summons and complaint by certified or registered mail, return receipt
requested, or by messenger, directed to it at its address for notices set forth in Section 8.03
hereof, and that service so made shall be deemed to have been made as of the date of the receipt
indicated in the certification, signed and returned postal receipt, or other proof of service
applicable to the method of service employed.




27









 







Section 8.08 Enforcement of Agreement. The parties hereto agree that irreparable damage would occur
in the event that this Agreement were not performed in accordance with its specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions thereof in any court of the United States or any state having jurisdiction, and for that
purpose each party hereto irrevocably submits to the non-exclusive jurisdiction of the state and federal
courts located in San Francisco, California USA and irrevocably waives any objection to venue
(including hereby waiving any argument of forum non conveniens or principles of similar effect) in
such courts, this being in addition to any other remedy to which they are entitled at law or in
equity.



Section 8.09 Severability. Any term or provision of this Agreement that is invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the remaining terms and provisions
of this Agreement or affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is enforceable.




     Section 8.10 Publicity. Except as otherwise required by law or by the rules of the NASDAQ or
the Shanghai Stock Exchange, so long as this Agreement is in effect, neither Issuer nor Buyer
shall, nor shall Issuer or Buyer permit any of their respective Subsidiaries to, issue or cause the
publication of any press release or other public announcement with respect to, or otherwise make
any public statement concerning, the transactions contemplated by this Agreement without the
consent of the other parties hereto, which consent shall not be unreasonably withheld, delayed or
conditioned.



     Section 8.11 Assignment; No Third Party Beneficiaries. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other party; provided
that Buyer may assign this Agreement to a Subsidiary without the prior consent of Issuer. Subject
to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by, the parties and their respective heirs, administrators, executors, successors and
assigns. Except as otherwise expressly provided herein, this Agreement (including the documents and
instruments referred to herein) is not intended to confer upon any Person other than the parties
hereto any rights or remedies hereunder.



     Section 8.12 Fax Signatures. Any signature page hereto delivered by a fax machine or in
portable document format (pdf) by e-mail shall be binding to the same extent as an original
signature page, with regard to this Agreement, any agreement subject to the terms hereof or any
amendment hereto or thereto. Any party who delivers such a signature page agrees to later deliver
an original counterpart to any party that requests it.



     Section 8.11 Language. The parties confirm and agree that both the English and Chinese
versions of this Agreement shall have the same effect and be controlling in all respects and that
neither is prepared for reference or accommodation purposes.



[SIGNATURE PAGE FOLLOWS]




28









 








     IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as the day and year first written above.



	 	 	 	 	 	 	 	 	 	 	 
	CHINA MINSHENG BANKING CORP., LTD.	 	UCBH HOLDINGS, INC.
	 
	 	 
	 	 	 	 	 	 	 	 
	By:
	 	 

	 	By:	 	 	 	 	 	 
	 	 	 

	 	 	 	 	 	 	 	 
	Name:
	 	 

	 	Name:	 	 	 	 	 	 
	 	 	 

	 	 	 	 	 	 	 	 
	Title:
	 	 

	 	Title: