-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nyh7fx42BMdDwaUAbSpAJ/LpIM5O1N96K70ARIGJcpH1Ld7NoqiUxrDxRZWKye6P yLYA5P5ueznKayGIMsSD2Q== 0000947871-09-000001.txt : 20090102 0000947871-09-000001.hdr.sgml : 20090101 20090102143711 ACCESSION NUMBER: 0000947871-09-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090102 DATE AS OF CHANGE: 20090102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UCBH HOLDINGS INC CENTRAL INDEX KEY: 0001061580 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 943072450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-54969 FILM NUMBER: 09501227 BUSINESS ADDRESS: STREET 1: 555 MONTGOMERY STREET STREET 2: 14TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-315-2800 MAIL ADDRESS: STREET 1: 555 MONTGOMERY STREET STREET 2: 14TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: China Minsheng Banking Corp., Ltd. CENTRAL INDEX KEY: 0001453056 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: NO. 2 FUXINGMENNEI AVENUE STREET 2: XICHENG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100031 BUSINESS PHONE: 8610-58560666 MAIL ADDRESS: STREET 1: NO. 2 FUXINGMENNEI AVENUE STREET 2: XICHENG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100031 SC 13D 1 ss54413_sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

UCBH Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

90262T-30-8

(CUSIP Number)

Mao Xiaofeng

Board Secretary

China Minsheng Banking Corp., Ltd.

No.2 Fuxingmennei Avenue, Xicheng District

Beijing, 100031 China

Phone: (8610) 5856-0610

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

December 23, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 90262T-30-8

Page 2 of 13 Pages


1	NAME OF REPORTING PERSONS China Minsheng Banking Corp., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,545,986
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,545,986
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,545,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.84%
14	TYPE OF REPORTING PERSON (See Instructions) BK

Page 2 of 13 Pages

Item 1.

Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (“Common Stock”), of UCBH Holdings, Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 14th Floor, 555 Montgomery Street, San Francisco, CA 94111.

Item 2.

Identity and Background.

This Statement is being filed by China Minsheng Banking Corp., Ltd. (“CMBC”).

(a) CMBC is a joint stock commercial bank duly incorporated under the laws of the People’s Republic of China (“PRC”).

(b) The address of the principal office of CMBC is No.2 Fuxingmennei Avenue, Xicheng District, Beijing, 100031 China.

(c) The principal business activities of CMBC are retail, commercial, corporate, wholesale and other banking and financial services.

(d) During the past five years, CMBC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, CMBC has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Set forth on Schedule A to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment, (d) citizenship, of each executive officer and director of CMBC, and (e) the name of any corporation or other organization in which such occupation or employment is conducted.

During the last five years, to the best of CMBC’s knowledge, none of CMBC’s directors or executive officers, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Considerations.

Pursuant to the Investment Agreement, dated as of October 7, 2007, between CMBC and the Issuer attached hereto as Exhibit 1 (the “Investment Agreement”), CMBC purchased 5,381,220 shares of Common Stock (the “First Purchased Shares”) from the Issuer on March 5, 2008, constituting 4.9% of the outstanding shares of Common Stock (the “Shares”) on such date after giving effect to such purchase. The total amount of funds required by CMBC to acquire the First Purchased Shares was $95.7 million in the aggregate.

Page 3 of 13 Pages

Pursuant to the Investment Agreement and the letter agreement dated September 22, 2008, between CMBC and the Issuer attached hereto as Exhibit 2 (the “Letter Agreement”), CMBC purchased an additional 6,164,766 Shares (the “Second Purchased Shares”, and together with the Initial Purchased Shares, the “Purchased Shares”) from the Issuer on December 23, 2008. As a result of such purchase, CMBC, beneficially owned 9.84% of the outstanding Shares on such date after giving effect to such purchase. The total amount of funds required by CMBC to acquire the Second Purchased Shares was $29.9 million in the aggregate.

Item 4.

Purpose of Transaction.

The Purchased Shares have been acquired by CMBC for investment purposes. Subject to the terms and conditions set forth in the Investment Agreement and the Investor’s Rights Agreement, CMBC (a) intends to acquire additional Common Stock such that following such acquisition(s), it owns 9.9% of the outstanding Common Stock and (b) may, at its election and with the consent of the Issuer, acquire additional Common Stock such that following such acquisition(s), CMBC owns 20% of the outstanding Common Stock, in each case, as further described in Item 6 below.

CMBC has agreed in an investor’s rights and standstill agreement entered into by and between CMBC and the Issuer as of October 7, 2007 (the “Investor’s Rights Agreement”) to a number of restrictions on its actions, including with respect to its ability to acquire additional Common Stock and other securities of the Issuer, to dispose of the Common Stock and to make proposals with respect to any transaction that would result in a change of control of the Issuer, each as further described in Item 6 below.

Subject to the terms of the Investment Agreement and the Investor’s Rights Agreement as described in Item 6, CMBC intends to review its holdings in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer securities, subsequent developments affecting the Issuer, the business prospects of the Issuer, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing (including in connection with its rights under the Investment Agreement as described in Item 6 below) or decreasing its investment in the Issuer or making a proposal to acquire the Issuer, in each case as permitted by the terms of the Investment Agreement and the Investor’s Rights Agreement and as further described in Item 6 below. As part of this ongoing review, CMBC may in the future engage legal and financial advisors to assist it in such review and in evaluating strategic alternatives that are or may become available with respect to its holdings in the Issuer.

As of the date of this Statement, except as set forth in this Statement, CMBC has no present plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

Page 4 of 13 Pages

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

(a) The responses of CMBC to Rows (11) through (13) of the cover page of this Statement are incorporated herein by reference.

Except as disclosed in this Item 5(a) and Item 6 below, neither CMBC nor, to the best of CMBC’s knowledge, any of the persons listed on Schedule A to this Statement, beneficially owns any Shares or has the right to acquire any Shares.

(b) The responses of CMBC to (i) Rows (7) through (10) of the cover page of this Statement and (ii) Item 5(a) and Item 6 hereof are incorporated herein by reference.

Except as disclosed in this Item 5(b) and Item 6 below, neither CMBC nor, to the best of CMBC’s knowledge, any of the persons listed on Schedule A to this Statement, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any Shares which they may be deemed to beneficially own.

(c) Except as disclosed in this Statement, neither CMBC nor, to the best of CMBC’s knowledge, any of the persons listed on Schedule A to this Statement, has effected any transaction in Shares during the past 60 days.

(d) To the best of CMBC’s knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

Page 5 of 13 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

A. Investment Agreement and Letter Agreement

Pursuant to the Investment Agreement, the Issuer agreed to issue and sell to CMBC that number of Shares such that immediately after giving effect to the issuance, CMBC would own 4.9% of the outstanding Shares. The description of the Investment Agreement set forth herein is qualified in its entirety by reference to the copy which is included as Exhibit 1 to this Statement and is incorporated herein by reference. The issuance and sale of the First Purchased Shares pursuant to the Investment Agreement was consummated on March 5, 2008.

Pursuant to the Investment Agreement, the Issuer also agreed, following the First Closing, to issue and sell to CMBC and/or introduce CMBC to third parties who may offer to sell to CMBC a number of Shares such that immediately after giving effect to such issuance and sale, CMBC would own 9.9% of the outstanding Shares (the “Step Two Issuance and Sale”). Pursuant to the Investment Agreement, the per Share purchase price for the Shares issued by the Issuer, if any, in the Step Two Issuance and Sale was the average closing price of the Shares as quoted on the Nasdaq Global Select Market for the 90 trading days preceding the fifth business day prior to the closing of such issuance (the “Step Two Purchase Price”). The Step Two Purchase Price may be adjusted based upon the formula set forth in Section 2.02(c) of the Investment Agreement. Pursuant to the Investment Agreement, the closing for the Step Two Issuance and Sale was to take place by March 31, 2008, which either party may have elected to extend to December 31, 2008.

However, pursuant to the Letter Agreement, the deadline for the closing of the Step Two Issuance and Sale was fixed at December 31, 2008. In addition, the Letter Agreement fixed the per Share purchase price for the Shares issued by the Issuer in the Step Two Issuance and Sale at $4.85 (the 90 day average closing price of the Shares as quoted on the Nasdaq Global Select Market as of August 30, 2008, plus a 5% premium as provided in the Investment Agreement) and the number of Shares to be issued by the Issuer at 6,164,766, subject to possible adjustment for dilutive events prior to the closing of the Step Two Issuance and Sale. The Step Two Issuance and Sale pursuant to the Investment Agreement and the Letter Agreement was consummated on December 23, 2008. The description of the Letter Agreement set forth herein is qualified in its entirety by reference to the copy which is included as Exhibit 2 to this Statement and is incorporated herein by reference.

Following the consummation of the Step Two Issuance and Sale, CMBC has the right, by notice in writing to the Issuer delivered no later than April 30, 2009, to request that the Issuer issue and sell to CMBC and/or introduce CMBC to third parties who may offer to sell to CMBC a number of Shares such that immediately after giving effect to the issuance and sale, CMBC would own 20.0% of the outstanding Shares (the “Step Three Issuance and Sale”). The Issuer has no obligations to accept CMBC’s request, but if it accepts, the purchase price for the Shares issued by the Issuer, if any, in the Step Three Issuance and Sale will be the average closing price of the Shares as quoted on the Nasdaq Global Select Market for the 90 trading days preceding the fifth business

Page 6 of 13 Pages

day prior to such issuance (the “Purchase Price”). The Purchase Price may be adjusted based upon the formula set forth in Section 2.02(d) of the Investment Agreement.

B. Investor’s Rights Agreement

The Investor’s Rights Agreement sets forth certain rights and obligations of CMBC as a significant stockholder of the Issuer. The description of the Investor’s Rights Agreement set forth herein is qualified in its entirety by reference to the copy which is included as Exhibit 3 to this Statement and is incorporated herein by reference.

Standstill Restrictions

Pursuant to the Investor’s Rights Agreement, for three years following the date of the Investment Agreement (the “Standstill Period”), CMBC has agreed not to, and to not permit its affiliates to, acquire, offer or propose to acquire, or agree to acquire the beneficial ownership of any Shares other than the Purchased Shares, except that CMBC may purchase (a) a number of Shares in the Step Two Issuance and Sale following the First Closing as set forth in the Investment Agreement, and (b) a number of Shares in the Step Three Issuance and Sale following the consummation of the Step Two Issuance and Sale as set forth in the Investment Agreement.

Pursuant to the Investor’s Rights Agreement, during the Standstill Period, CMBC has agreed not to, and to cause each of its subsidiaries and its and their respective executive officers not to, directly or indirectly, alone or in concert with others (a) seek to place a representative on the Board of the Issuer or seek removal of any member of the Board of the Issuer; (b) propose or seek to effect any type of transaction (a “Transaction Proposal”) that would otherwise result in any change in the majority ownership of the Issuer’s outstanding voting securities or in any increase in the percentage of the total number of outstanding Shares then owned by CMBC (the “CMBC Percentage”) beyond the percentages permitted under the Investor’s Rights Agreement (the “Permitted Percentages”); (c) suggest or announce its willingness to engage in, or have another person engage in any Transaction Proposal or take any action that would reasonably be expected to require Issuer to make a public announcement regarding any Transaction Proposal; (d) induce or encourage any other person to propose, discuss or assist any person who has made or contemplating making, any Transaction Proposal; (e) have or seek to have more than two representatives serve as officers, agents, or employees of the Issuer; (f) permit the sale of any of its nonbanking products through the officers or employees of the Issuer or any affiliate thereof; (g) dispose or threaten to dispose of shares of the Issuer in any manner as a condition of specific action or non-action by the Issuer; (h) enter into any agreement or arrangement or otherwise act in concert with any other person with respect to Common Stock; or (i) seek to circumvent any of the above limitations.

Issuer Repurchase

Pursuant to the Investor’s Rights Agreement, if, at any time during the Standstill Period, there is a repurchase or redemption of Common Stock by the Issuer that, by reducing the amount of outstanding Common Stock, increases the CMBC Percentage to an amount in excess of the then applicable Permitted Percentage, CMBC is obligated to dispose of Common Stock beneficially owned by it such that following such

Page 7 of 13 Pages

disposal(s), the amount of Common Stock held by CMBC is equal to the then applicable Permitted Percentage.

Anti-Dilution Rights

Pursuant to the Investor’s Rights Agreement, if at any time the CMBC Percentage decreases, as a result of any issuance of Common Stock or other voting securities by the Issuer, or any capital reorganization or reclassification of Common Stock or any other corporate action (each, a “Dilutive Event”), CMBC has the option and right to acquire additional Shares so that, immediately after such acquisition(s), CMBC will beneficially own the same CMBC Percentage as was beneficially owned by CMBC immediately prior to the occurrence of the Dilutive Event.

Transfer Restrictions

Pursuant to the Investor’s Rights Agreement, (a) during the Standstill Period, CMBC is obligated not to transfer or enter into any arrangement to transfer any Shares held by CMBC, (b) following the expiration of the Standstill Period, on any trading day, CMBC may sell, in public market transactions only, that number of shares of the Common Stock representing not more than 10% of the average daily trading volume of Common Stock on the Nasdaq Global Select Market for the ninety trading days preceding the date of sale (i) pursuant to an effective registration statement, or (ii) as permitted by and pursuant to Rule 144 promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Issuer Right of First Offer

Pursuant to the Investor’s Rights Agreement, prior to making any offer to transfer any Common Stock after the expiration of the Standstill Period, CMBC must give the Issuer the opportunity to purchase such Common Stock at a price equal to the average daily closing price per Share as quoted on the Nasdaq Global Select Market for the thirty (30) consecutive trading days commencing on the fifth (5th) trading day prior to the date of such sale. Such offer shall remain open and irrevocable for 15 business days after receipt of such offer by the Issuer.

Registration Rights

Pursuant to the Investor’s Rights Agreement, the Issuer is required, upon proper demand, to register under the Securities Act, Shares owned by CMBC. CMBC is not entitled to request more than one such demand registration statement in any 6-month period, or to more than a total of six requests for such demand registrations under the Investor’s Rights Agreement. The Investor’s Rights Agreement also provides for certain “piggyback” registration rights for the benefit of CMBC in connection with any public offering of Common Stock registered under the Securities Act.

Information Rights

Pursuant to the Investor’s Rights Agreement, so long as CMBC holds 4.9% of the outstanding Common Stock, within thirty business days after the end of each month, within forty-five days after the end of each of the first three fiscal quarters and within seventy-five days after the end of each fiscal year, the Issuer is obligated to provide CMBC with certain financial statements and management reports.

Page 8 of 13 Pages

Board Representation

Pursuant to the Investor’s Rights Agreement, (a) once CMBC provides a written confirmation to the Issuer to increase CMBC’s stockholding to 9.9%, the Issuer is obligated to increase the size of the Board of the Issuer by one director and CMBC will be entitled to designate an individual to be elected as a director to fill in the vacancy, and (b) upon the consummation of the Step Three Issuance and Sale, if any, the Issuer is obligated to increase the size of the Board of the Issuer by one additional director and CMBC will be entitled to designate an individual to be elected as a director to fill in the additional vacancy. On September 24, 2008, following CMBC’s recommendation pursuant to the Investor’s Rights Agreement, the Issuer’s Board of Directors appointed Mr. Qingyuan Wan to fill a vacancy created by the resignation of a director of the Issuer.

Management Representation

Pursuant to the Investor’s Rights Agreement, (a) so long as CMBC from time to time maintains a CMBC Percentage of 4.9% (subject to certain exceptions), CMBC is entitled to recommend the appointment of one senior, non-executive manager to the Issuer, and (b) following the consummation of the Third Step Issuance and Sale, so long as CMBC from time to time maintains a CMBC Percentage of 19.9% (subject to certain exceptions), CMBC is entitled to recommend the appointment of a second senior manager to the Issuer. It is the understanding of CMBC and the Issuer that such managers must have the title of “Senior Vice President” and equivalent rights and responsibilities to those of other Senior Vice Presidents of the Issuer. As of the date of this Statement, CMBC has yet to recommend the appointment of a senior, non-executive manager to the Issuer.

Corporate Opportunities

Pursuant to the Investor’s Rights Agreement, the Issuer and CMBC agree that, insofar as any of (a) CMBC’s nominees to the Board and management of the Issuer, and (b) the Issuer's nominee to the board of directors of CMBC, are presented with corporate opportunities that may be opportunities for both the Issuer and CMBC, such representative shall be deemed to have acted in good faith and in a manner he reasonably believed to be in the best interests of both the Issuer and CMBC, provided that he acts in a manner in consistent with the policy set forth in Section 6.4 of the Investor’s Rights Agreement.

No Managerial or Operational Control

Pursuant to the Investor’s Rights Agreement, except for the rights specifically granted under the Investor’s Rights Agreement and unless expressly approved by a duly authorized U.S. federal or state bank regulatory agency, in no event shall CMBC or any affiliate of CMBC have any managerial or operational control of the Issuer.

Voting Agreement

Pursuant to the Investor’s Rights Agreement and a voting agreement entered into by and between CMBC and the Issuer as of March 5, 2008 (the “Voting Agreement”), a copy of which is included as Exhibit 4 to this Statement, during the Standstill Period, CMBC must vote and cause to be voted all Common Stock beneficially owned by CMBC (a) for persons nominated and recommended by the Board for election

Page 9 of 13 Pages

as directors of the Board and against any other person nominated for election as a director and (b) as otherwise directed by the Board, so long as such vote (i) is not adverse to CMBC’s rights under the Investor’s Rights Agreement or the Investment Agreement, (ii) is not adverse to its rights as a stockholder of the Issuer, or (iii) does not have a disproportionately adverse impact on its interests. Upon completion of the First Closing, CMBC was required to submit to the Issuer a Voting Agreement executed by Buyer, a copy of which is included as Exhibit 4 to this Statement.

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between CMBC or, to the best of CMBC’s knowledge, any of the persons named in Schedule A to this Statement, or between CMBC and any other person or, to the best of CMBC’s knowledge, any person named in Schedule A to this Statement and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Materials to be Filed as Exhibits.

Exhibit 1	Investment Agreement, dated as of October 7, 2007, between China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.

Exhibit 2	Letter Agreement, dated as of September 22, 2008, between China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.

Exhibit 3	Investor’s Rights Agreement, dated as of October 7, 2007, between China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.

Exhibit 4	Voting Agreement, dated as of March 5, 2008, between China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.

Page 10 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:

December 31, 2008	CHINA MINSHENG BANKING CORP., LTD.


	/s/ Mao Xiaofeng
	Signature


	Mao Xiaofeng/Board Secretary & Vice President
	Name/Title

Page 11 of 13 Pages

SCHEDULE A

The following table sets forth certain information as to the Directors and Executive Officers of CMBC.

Name	Present Principal Occupation	Citizenship
Directors*
Dong Wenbiao	Chairman	PRC
Zhang Hongwei	Vice Chairman	PRC
Lu Zhiqiang	Vice Chairman	PRC
Xing Jijun	Director	PRC
Wang Hang	Director	PRC
Tow Heng Tan	Director	Singapore
Shi Yuzhu	Director	PRC
Chen Jian	Director	PRC
Wang Yugui	Director	PRC
Huang Xi	Director	PRC
Wang Lianzhang	Independent Director	Hong Kong
Wang Songqi	Independent Director	PRC
Gao Shangquan	Independent Director	PRC
Zhang Ke	Independent Director	PRC
Wu Zhipan	Independent Director	PRC
Liang Jinquan	Independent Director	PRC

Executive Officers**
Wang Tongshi	President	Hong Kong
Hong Qi	Vice President	PRC
Liang Yutang	Vice President	PRC
Shao Ping	Vice President	PRC
Zhao Pinzhang	Vice President	PRC
Wu Tonghong	Chief Financial Officer	PRC
Mao Xiaofeng	Board Secretary & Vice President	PRC

*	The business address for each of the Directors of CMBC is: c/o No. 2 Fuxingmennei Avenue, Xicheng District, Beijing, 100031 China.

**	The business address for each of the Executive Officers of CMBC is: c/o No. 2 Fuxingmennei Avenue, Xicheng District, Beijing, 100031 China.

Page 12 of 13 Pages

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 1	Investment Agreement, dated as of October 7, 2007, between China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.

Exhibit 2	Letter Agreement, dated as of September 22, 2008, between China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.

Exhibit 3	Investor’s Rights Agreement, dated as of October 7, 2007, between China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.

Exhibit 4	Voting Agreement, dated as of March 5, 2008, between China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.

Page 13 of 13 Pages

EX-99.1 2 ss54413_ex9901.htm INVESTMENT AGREEMENT

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 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 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 13(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, 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.

“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.

“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 6.01(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 6.01(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 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 6.01(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, 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 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”).

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

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;

(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.

(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, 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 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 Issuer 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. 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 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 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 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.

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 Governmental 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.

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.

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 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 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.

Termination

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 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 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

(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 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 hearings 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.

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]

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:__________________________

EXHIBIT A

INVESTOR’S RIGHTS AND STANDSTILL AGREEMENT

EXHIBIT B

VOTING AGREEMENT

EX-99.2 3 ss54413_ex9902.htm LETTER AGREEMENT

September 22, 2008

BY FACSIMILE

UCBH Holdings, Inc.

555 Montgomery Street

San Francisco, CA 94111

Fax: (415) 986-0729

Attention: Thomas S. Wu, Chairman, President & CEO

Eileen Romero, Vice President and Corporate Secretary

Copies 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

Re: Investment Agreement and Investor’s Rights and Standstill Agreement

Dear Mr. Wu:

We refer to the Investment Agreement (the “Investment Agreement”) and the Investor’s Rights and Standstill Agreement (the “Standstill Agreement”), each dated as of October 7, 2007, and entered into between China Minsheng Banking Corp., Ltd. (“Minsheng”) and UCBH Holdings, Inc. (“UCBH”). Capitalized terms not otherwise defined in this letter shall have their respective meanings set forth in the Investment Agreement or the Standstill Agreement, as applicable.

This letter (this “Letter Agreement”) memorializes the parties’ agreement that notwithstanding anything to the contrary set forth in the Investment Agreement, Minsheng and UCBH have agreed to consummate the transactions relating to the acquisition by Minsheng of the Step Two Shares, and effect the Second Closing via the Step Two Primary Issuance on the following terms and subject to the following conditions:

(a) The Second Closing shall take place as soon as practicable, but in no event later than three (3) Business Days after the satisfaction of all relevant conditions set forth in Sections

6.01, 6.02 (or waiver in accordance with the terms thereof) and 6.03 (or waiver in accordance with the terms thereof) of the Investment Agreement with respect to the Second Closing; provided, however, that the parties hereby waive Section 6.01(a)(ii)(y) as a condition to each party’s obligation to consummate the Second Closing. Minsheng and UCBH agree and acknowledge that wherever the date “March 31, 2008” is used in Sections 2.02(a) and (b) of the Investment Agreement, it shall be read as “December 31, 2008 or such earlier date mutually acceptable to the parties.”

(b) The definition of “Step Two Baseline Date” in the Investment Agreement shall be amended and replaced in its entirety by the following:

“Step Two Baseline Date” means August 30, 2008.

Minsheng and UCBH understand and confirm that, as a result of such amendment, (i) the Step Two Shares would be calculated as 6,164,766 and (ii) the Step Two Purchase Price would be calculated as $4.85 (on a per share basis), in accordance with the Investment Agreement.

(c) Minsheng shall make the second and third of the three required foreign exchange remittance approval filings with respect to the Second Closing with SAFE on the earliest practicable date and, in any case, not later than the later of (i) the second Business Day following the date of receipt of SAFE’s approval of the prior filing, and (ii) the first Business Day immediately following the date of this Letter Agreement.

(d) UCBH shall not:

(i) at any time during the period commencing on the date when Minsheng makes the second and third filings pursuant to (c) above and ending as of the close of business on the earlier of the Second Closing Date or the twentieth (20th) Business Day immediately following the said second and third filing date, issue or sell any shares of common or preferred stock or any securities convertible into capital stock, or any option, warrant or other right to acquire the same (other than capital stock issued upon exercise or conversion of preferred stock, options, warrants or other convertible securities outstanding as of the date hereof); or

(ii) at any time during the period commencing on the date hereof and ending as of the close of business on the Second Closing Date, (x) exercise any right that it may have to require a conversion or exercise of any preferred stock, options, warrants or other convertible securities outstanding as of the date hereof, or (y) undertake any stock split, stock dividend, recapitalization, reorganization or other similar transaction which has the effect of increasing the number of shares of capital stock or other securities outstanding as of the date hereof.

UCBH represents and warrants to Minsheng that, since August 30, 2008, it has not taken (or otherwise agreed to take) any of the actions specified in (i) and (ii) of the foregoing sentence.

(e) If the number of Step Two Shares (calculated above) is less than the aggregate number of shares of Common Stock which Minsheng would need to purchase at the Second Closing such that the Buyer Percentage would equal the Step Two Buyer Percentage as of the Second Closing Date (such shortfall number of shares of Common Stock, the “Step Two Shortfall Shares”):

(i) Minsheng shall purchase, and UCBH shall consummate the Step Two Primary Issuance of, such number of Step Two Shares on the Second Closing Date in accordance with the provisions of the Investment Agreement, as modified hereby; and

(ii) without prejudice to Minsheng’s rights under Section 2.4 of the Standstill Agreement and notwithstanding anything to the contrary therein, Minsheng shall have a separate option and right to require UCBH to issue all or any portion of the Step Two Shortfall Shares to Minsheng at the Step Two Purchase Price (calculated above). Such option shall be exercisable by Minsheng by providing a written notice to UCBH within ten (10) Business Days after receipt of a written notice from UCBH certifying the total number of shares of Common Stock outstanding as of the close of business on the Second Closing Date (which notice from UCBH shall be provided by no later than five (5) Business Days after the Second Closing Date). The parties agree and acknowledge that the closing of the issuance and purchase of the Step Two Shortfall Shares (the “Supplemental Closing”) shall be subject to, and shall take place by no later than three (3) Business Days after, the satisfaction of all relevant conditions set forth in Sections 6.01(a)(iv), 6.01(b), 6.02 (or waiver in accordance with the terms thereof) and 6.03 (or waiver in accordance with the terms thereof) of the Investment Agreement, as if all references therein to the Second Closing or the Second Closing Date were references to the Supplemental Closing or the date of the Supplemental Closing, as the case may be. For the avoidance of doubt, a failure of Minsheng to exercise the foregoing option and right shall not constitute a waiver by Minsheng of its rights under Section 2.4 of the Standstill Agreement and Minsheng’s exercise of such rights to purchase any balance of the Step Two Shortfall Shares that is not purchased by Minsheng pursuant to the foregoing is subject to the terms and conditions set forth in Section 2.4 of the Standstill Agreement, including the notice and exercise periods as set forth therein.

For the avoidance of doubt, the parties further acknowledge in respect of Section 2.4 of the Standstill Agreement that, if an Exercisable Event comprises two or more Dilutive Events (each, a “Relevant Dilutive Event”), the provisions thereof relating to the determination of purchase price payable by Minsheng for Additional Shares (the “Exercise Price”) shall apply separately in respect of each Relevant Dilutive Event (and not the Exercisable Event as a whole), such that a different per share Exercise Price would be calculated for different portions of the Additional Shares that could be purchased in connection with the Exercisable Event. Specifically, the per share Exercise Price for the portion of Additional Shares referable to a Relevant Dilutive Event shall be calculated by reference to (x) the lesser of (i) or (ii) of (A) of Section 2.4(b) of the Standstill Agreement in the case of a Relevant Dilutive Event other than an issuance of Common Stock in connection with mergers and acquisitions, and (y) (B) of Section 2.4(b) of the Standstill Agreement in the case of an issuance of Common Stock in connection with any merger or acquisition.

Minsheng and UCBH hereby ratify and confirm the terms of the Investment Agreement and the Standstill Agreement, as modified by the agreement memorialized hereby. As modified by the agreement memorialized hereby, the Investment Agreement and the Standstill Agreement shall continue in full force and effect in accordance with the terms thereof.

This Letter Agreement, together with the Investment Agreement and the Standstill Agreement, as modified by the agreement memorialized hereby, and all exhibits and other attachments thereto, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Letter Agreement.

This Letter Agreement also memorializes Minsheng’s confirmation to increase the Initial Buyer Percentage to the Step Two Buyer Percentage pursuant to Section 6.1(a) of the Standstill Agreement. In addition, also pursuant to Section 6.1(a) of the Standstill Agreement, we hereby designate Mr. Wan Qingyuan as a person to serve as a director on UCBH’s board of directors.

This Letter Agreement shall be signed in both English and Chinese. The parties confirm and agree that both language versions shall have the same effect and be controlling in all respects and neither is prepared for reference or accommodation purposes. The provisions of Sections 8.02, 8.03, 8.04, 8.10 and 8.11 of the Investment Agreement shall apply mutatis mutandis with respect to this Letter Agreement.

If you agree with the terms of this Letter Agreement, please acknowledge your agreement by signing at the space provided below and returning a signed copy to us. After execution by both parties hereto, this Letter Agreement shall come into effect as of the date hereof. The formation, construction, and performance of this Letter 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 the last sentence of this paragraph 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 Letter Agreement shall be resolved in the manner specified in Section 8.07 of the Investment Agreement, mutatis mutandis.

[Signature page follows]

This Letter Agreement may be executed (including by fax) in one or more counterparts by each of the parties hereto. Each counterpart so executed and delivered by each party hereto shall be original and all of them taken together shall constitute one entire instrument.

	CHINA MINSHENG BANKING CORP., LTD


	By:
	Name:
	Title:

Executed and agreed as of the date hereof:


UCBH HOLDINGS, INC.


By:
Name:	Thomas S. Wu
Title:	Chairman, President & CEO

EX-99.3 4 ss54413_ex9903.htm INVESTOR'S RIGHTS AGREEMENT

INVESTOR’S RIGHTS AND STANDSTILL AGREEMENT

This Investor’s Rights and Standstill Agreement (this “Agreement”) is made and entered into as of October 7, 2007, by and between UCBH Holdings, Inc., a Delaware corporation (the “Issuer”) and China Minsheng Banking Corp., Ltd. a Chinese joint stock commercial bank (the “Buyer”).

RECITALS

Whereas, Issuer and Buyer have entered into an Investment Agreement, dated as of October 7, 2007 (the “Investment Agreement”);

Whereas, in order to induce Buyer to enter into the Investment Agreement, Issuer desires to provide Buyer certain rights set forth in this Agreement with respect to the Subject Securities (as defined below); and

Whereas, in order to induce Issuer to enter into the Investment Agreement, Buyer has agreed to comply with certain “lock up” and “standstill” restrictions with respect to the Subject Securities on the terms and conditions set out in this Agreement.

AGREEMENT

Now, Therefore, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:

SECTION 1.

DEFINITIONS

1.1

Definitions. As used in this Agreement, the following terms have the following meanings:

(a) “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.

(b) “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 the Investment 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 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.

(d) “Business Day” shall mean 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.

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

(f) “CADFI” shall mean the California Department of Financial Institutions.

(g) “CBRC” shall mean the China Banking Regulatory Commission or its duly authorized local branch, as the case may be, or any successors thereto.

(h) “CSRC” shall mean the China Securities Regulatory Commission or its duly authorized local branch, as the case may be, or any successors thereto.

(i) “Capital Stock” shall mean, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.

(j) “Change of Control” shall mean, with respect to Person at any time, (a) the acquisition by a person or Group (as defined below) of a majority of such Person’s outstanding voting securities, (b) the sale of all or substantially all of such Person’s assets, or (c) the merger, consolidation, dissolution, liquidation, reorganization, other corporate or similar transaction or series of related transactions in which the owners of all of such Person’s outstanding voting securities prior to such transaction do not own a majority of the voting securities of the resulting, surviving or ultimate parent entity after such transaction. Notwithstanding the foregoing, a transaction or series of related transactions shall not be considered to result in a Change of Control effected solely for the purposes of changing the form or jurisdiction of organization of an entity.

(k) “Common Stock” shall mean common stock of Issuer, par value $0.01 per share.

(l) “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.

(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(n) “FDIC” shall mean the U.S. Federal Deposit Insurance Corporation.

(o) “First Closing” shall mean the closing of the purchase and sale of the Initial Shares as set forth in the Investment Agreement.

(p) “FRB” shall mean the U.S. Federal Reserve Board.

(q) “GAAP” means the generally accepted accounting principles in the United States as in effect from time to time.

(r) “Group” shall have the meaning set forth in Section 13(d)(3) of the Exchange Act.

(s) “Initial Buyer Percentage” shall mean a Buyer Percentage of 4.9%.

(t) “Initial Shares” shall mean the number of shares of Common Stock newly issued by Issuer upon the First Closing pursuant to the Investment Agreement.

(u) “Permitted Buyer Percentage” shall mean: (i) following the First Closing and until the Second Closing, the Initial Buyer Percentage, as such Buyer Percentage may be adjusted from time to time (A) as a result of purchases of Common Stock by Buyer in accordance with Section 2.02 of the Investment Agreement, and (B) in accordance with Sections 2.3 and 2.4 hereof; (ii) following the Second Closing and until the Third Closing, the Step Two Buyer Percentage, as such Buyer Percentage may be adjusted from time to time (A) as a result of purchases of Common Stock by Buyer in accordance with Section 2.03 of the Investment Agreement, if any, and (B) in accordance with Sections 2.3 and 2.4 hereof; and (iii) following the Third Closing, the Step Three Buyer Percentage.

(v) “Person” shall mean an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

(w) “Prevailing Fair Market Value” shall mean, with respect to publicly traded securities, the average daily closing price per share as quoted on the Nasdaq Global Select Market (or the principal exchange or market on which such security may be listed or may trade) for such security for the thirty (30) consecutive trading days commencing on the fifth (5th) trading day prior to the date as of which the Prevailing Fair Market Value is being determined. The closing price for each day shall be the closing price, if reported, or, if the closing price is not reported, the average of the closing bid and asked prices as reported by the Nasdaq Global Select Market (or such principal exchange or market) or a similar source reasonably and in good faith selected from time to time by Issuer for such purpose. In the event such closing prices are unavailable, the Prevailing Fair Market Value shall be the cash price at which a willing seller would sell and a willing buyer would buy such securities in an arm’s length negotiated transaction without time constraints, as determined by an internationally recognized investment banking firm selected by mutual agreement of Buyer and Issuer.

(x) “Registration Expenses” shall mean the reasonable expenses incident to performance of or compliance by Issuer with Section 4 of this Agreement, including (i) all SEC and stock exchange registration and filing fees, (ii) all fees and expenses of complying with securities or blue sky laws, (iii) all printing expenses, (iv) all fees and expenses incurred in connection with the listing of Subject Securities on the Nasdaq Global Select Market and all rating agency fees, and (v) the fees and disbursements of counsel for Issuer and of its independent public accountants, including the expenses of any special audits and/or comfort letters required by or incident to such performance and compliance, but excluding (i) underwriting discounts, selling commissions, fees or other compensation payable to placement agents, (ii) fees and expenses of underwriters and/or placement agents (including legal fees) and (iii) transfer taxes, if any.

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

(z) The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness (or deemed effectiveness) of such registration statement or document.

(aa) “SAFE” shall mean the State Administration of Foreign Exchange of the PRC or its duly authorized local branch, as the case may be, or any successors thereto.

(bb) “SEC” shall mean the U.S. Securities and Exchange Commission.

(cc) “Second Closing” shall mean the closing of transactions resulting in Buyer holding the Step Two Buyer Percentage of issued and outstanding Common Stock, as set forth in the Investment Agreement.

(dd) “Securities Act” shall mean the Securities Act of 1933, as amended.

(ee) “Standstill Period” shall mean the period commencing on the date of the Investment Agreement and continuing until the third (3rd) anniversary of the date thereof.

(ff) “Step Three Buyer Percentage” shall mean a Buyer Percentage of 20%, except as used in Section 6.2 below.

(gg) “Step Two Buyer Percentage” shall mean a Buyer Percentage of 9.9%.

(hh) “Subject Securities” shall mean (i) the shares of Common Stock issued or purchased by Buyer, whether newly issued by Issuer pursuant to Article 2 of the Investment Agreement or purchased from third parties as and to the extent permitted under this Agreement or the Investment Agreement and (ii) any shares of Common Stock issued as a dividend, stock split or other distribution with respect to or in exchange for or in replacement of the shares referred to in Section 1.1(hh)(i) above; provided, however, that Subject Securities shall not include any securities described in Sections 1.1(hh)(i) or 1.1(hh)(ii) above which (A) have been sold to the public either pursuant to the effective registration statement, if applicable, or pursuant to Rule 144 under the Securities Act or (B) are subject to any Transfer (as defined in Section 3 of this Agreement) in accordance with Section 3 of this Agreement. For the avoidance of doubt, any Common Stock acquired by Buyer pursuant to Section 2.4 hereof shall become the Subject Securities upon such acquisition and be subject to the restrictions contained in this Agreement.

(ii) “Subsidiary” shall mean, 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 directly or indirectly owned by such Person.

(jj) “Third Closing” shall mean the closing of transactions resulting in Buyer holding the Step Three Buyer Percentage of issued and outstanding Common Stock, as set forth in the Investment Agreement.

(kk) “Treasury Stock” shall mean shares of Common Stock that are classified as treasury stock in accordance with GAAP.

(ll) “Voting Securities” shall mean at any time shares of any class of Capital Stock or other securities of Issuer which are then entitled to vote generally in the election of directors and not solely upon the occurrence and during the continuation of certain specified events.

SECTION 2.

STANDSTILL

2.1

Acquisition of Additional Shares.

(a) Buyer represents and warrants to Issuer that immediately following the First Closing, Buyer shall not Beneficially Own any Common Stock other than the shares constituting the Initial Shares. Unless otherwise specifically provided herein, during the Standstill Period, Buyer shall not, and shall not permit its Affiliates to, acquire, offer or propose to acquire, or agree to acquire the Beneficial Ownership of any shares of Common Stock representing more than the

Permitted Buyer Percentage, whether by open market purchase or from any selling stockholders of Issuer, or otherwise.

(b) Buyer covenants and agrees that during the Standstill Period, except as contemplated by Section 2.4, it shall not, and shall not permit its Affiliates to, directly or indirectly acquire, offer or propose to acquire or agree to acquire, whether acting alone or in concert with any other Person or Group, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger of consolidation), by joining a partnership, syndicate or other Group or otherwise, the Beneficial Ownership of any additional Common Stock (except by way of stock dividends, stock reclassifications or other distributions or offerings made available and, if applicable, exercised on a pro rata basis, to holders of Common Stock generally); provided, however, that following completion of the First Closing, Buyer may purchase a number of shares of Common Stock in privately-negotiated transactions to increase the then current Buyer Percentage up to the Step Two Buyer Percentage as set forth in the Investment Agreement; provided, further, that following completion of the Second Closing, Buyer may purchase a number of shares of Common Stock in privately-negotiated transactions or, subject to applicable law, in the open market to increase the then current Buyer Percentage up to the Step Three Buyer Percentage as set forth in the Investment Agreement.

2.2

Certain Restrictions.

(a) During the Standstill Period, except as provided in this Agreement (including without limitation by virtue of Buyer’s representation on the Board in accordance with the terms of this Agreement and participation by person(s) nominated by Buyer in meetings and other actions of the Board and any duly constituted committee thereof or by informal meetings or consultations with members of the Board or management), Buyer agrees not to, and to cause each of its Subsidiaries and its and their respective executive officers not to, directly or indirectly, alone or in concert with others:

(i) except in the manner and to the extent permitted under Section 6.1, seek election to or seek to place a representative or other Affiliate or nominee on the Board or seek removal of any member of the Board;

(ii) (A) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all assets or other business combination involving, or a tender or exchange offer for securities of, Issuer or any of its Subsidiaries or any material portion of its or such Subsidiary’s business or assets or any other type of transaction that would otherwise result in a Change of Control of Issuer or in any increase in the Buyer Percentage beyond the then applicable Permitted Buyer Percentage (any such action described in this clause (A), a “Issuer Transaction Proposal”), or (B) present to Issuer, its stockholders or any third party any proposal that constitutes, or would reasonably be expected to result in, a Issuer Transaction Proposal or an increase in the Buyer Percentage beyond the then applicable Permitted Buyer Percentage;

(iii) privately or publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions, or have another Person engage in a transaction or group of transactions that constitutes, or would reasonably be expected to result in, a Issuer Transaction Proposal or an increase in the Buyer Percentage beyond the then applicable Permitted Buyer Percentage, or take any action that would reasonably be expected to require Issuer to make a public announcement regarding any Issuer Transaction Proposal;

(iv) initiate, request, induce, encourage or attempt to induce or give encouragement to any other Person to initiate, or otherwise provide assistance to any Person who has made or is contemplating making, or enter into discussions or negotiations with respect to, any

proposal that constitutes, or would reasonably be expected to result in, a Issuer Transaction Proposal or an increase in the Buyer Percentage beyond the then applicable Permitted Buyer Percentage;

(v) have or seek to have more than two representatives serve as officers, agents, or employees of Issuer;

(vi) permit the sale of any of its insurance or other nonbanking products through the officers or employees of Issuer or any Affiliate thereof;

(vii) dispose or threaten to dispose of shares of Issuer in any manner as a condition of specific action or non-action by Issuer;

(viii) form, join in or in any other way (including by deposit of Common Stock) participate in a partnership, pooling agreement, syndicate, voting trust or other Group with respect to Common Stock, or enter into any agreement or arrangement or otherwise act in concert with any other Person, for the purpose of acquiring, holding, voting or disposing of Common Stock; or

(ix) take any other actions, alone or in concert with any other Person, to seek to effect a Change of Control of Issuer or an increase in the Buyer Percentage beyond the then applicable Permitted Buyer Percentage or otherwise seek to circumvent any of the limitations set forth in this Section 2.2.

(b) The parties agree and acknowledge that, during the Standstill Period, unless expressly approved in writing by a duly authorized U.S. federal or state bank regulatory agency, neither Buyer nor any Affiliate of Buyer shall have any managerial or operational control of any kind over Issuer or any Affiliate of Issuer. Buyer shall fully comply with any and all commitments Buyer may enter into with any Regulatory Agency and with any and all orders and other regulatory action imposed on Buyer by any Regulatory Agency, in each case insofar as the foregoing relates to Issuer or its Affiliates.

2.3

Issuer Repurchase.

(a) If, at any time during the Standstill Period, there is a repurchase or redemption of Common Stock by Issuer that, by reducing the number of outstanding Common Stock, increases the Buyer Percentage (a “Issuer Repurchase”) to an amount in excess of the then-applicable Permitted Buyer Percentage, Buyer shall dispose of Common Stock Beneficially Owned by it in the manner set forth in clauses (b) or (c) below, as applicable; provided, however, that if effecting such disposition at such time would subject Buyer to liability under Section 16(b) of the Exchange Act, then the obligation of Buyer to effect such disposition shall be deferred until the earliest date on which it or its Affiliates may effect such disposition without incurring such liability under Section 16(b).

(b) In the event of a proposed Issuer Repurchase during the Standstill Period (other than pursuant to a proposed program of open market repurchases by Issuer, which shall be treated in accordance with the provisions of clause (c) below) which, together with any prior Issuer Repurchases of less than 1% of the outstanding Common Stock (with respect to which no Common Stock Beneficially Owned by Buyer or its Affiliates were disposed of in the manner required by this Section 2.3), shall be in excess of 1% of the outstanding Common Stock prior to such Issuer Repurchase (a “Required Repurchase Event”), Issuer shall give written notice (the “Repurchase Notice”) to Buyer not later than five (5) Business Days prior to such Issuer Repurchase, specifying (i) the number of outstanding shares of Common Stock proposed to be repurchased by Issuer, (ii) the expected increase in the Buyer Percentage resulting from the proposed Issuer Repurchase, and (iii) the number of shares of Common Stock to be repurchased by Issuer from Buyer such that the Buyer Percentage following such repurchase shall be equal to the then applicable Permitted Buyer

Percentage (the “Buyer Repurchase Shares”). Upon receipt of the Repurchase Notice, Buyer shall, subject to applicable law, be required to sell to Issuer (a “Buyer Repurchase”) the Buyer Repurchase Shares at a per share price, payable in cash, equal to the Prevailing Fair Market Value determined on the date of such notice. The Buyer Repurchase shall be consummated on such date to be agreed in writing between Buyer and Issuer, which date shall be no later than ten (10) Business Days following the receipt of the notice delivered by Issuer under this Section 2.3(b) or, if applicable, ten (10) Business Days after the receipt of all required regulatory approvals. Notwithstanding the foregoing, at Buyer’s option and subject to applicable law, in lieu of selling any shares of Common Stock to Issuer, Buyer may elect to dispose of the Buyer Repurchase Shares in open market transactions of the type described in clauses (a) and (b) of Section 3.2 (the “Market Sale Option”). Buyer shall give written notice to Issuer by no later than two (2) Business Days prior to the Issuer Repurchase of its election to exercise its Market Sale Option and shall consummate the sale of the Buyer Repurchase Shares within ten (10) Business Days thereafter or, if applicable, ten (10) Business Days after the receipt of all required regulatory approvals (or such longer period as may be required to comply with any volume restrictions on sales of securities under Rule 144 of the Securities Act (or any successor rule) if Buyer elects to dispose of such Common Stock in transactions of the type described in clause (b) of Section 3.2).

(c) In the event that Issuer shall propose a program of open market repurchases of Common Stock during the Standstill Period which, together with any prior Issuer Repurchases of less than 1% of the outstanding Common Stock (with respect to which no Common Stock Beneficially Owned by Buyer or its Affiliates were disposed of in the manner required by this Section 2.3), shall be in excess of 1% of the outstanding Common Stock prior to such Issuer Repurchase, Issuer shall give written notice thereof to Buyer not later than ten (10) Business Days prior to the commencement of any repurchases of Common Stock pursuant thereto, and Buyer shall, subject to applicable law, have the option, exercisable by written notice given to Issuer within five (5) Business Days after receipt of such notice from Issuer, to either (i) participate in such repurchases by selling Common Stock to Issuer on a regular basis proportionate with Issuer’s repurchase of Common Stock in the open market (the “Repurchase Option”), or (ii) sell such applicable number of shares of Common Stock pursuant to the Market Sale Option, in each case, subject to applicable law. In either case Issuer shall give written notice to Buyer (the “Update Notice”) not less frequently than every second week as to the number of shares of Common Stock so repurchased by Issuer during the two preceding calendar weeks, the weighted average price paid for such repurchased Common Stock (the “Average Price”), and the estimated number of Buyer Repurchase Shares. If Buyer has elected the Repurchase Option, Buyer shall sell, or cause one or more of its Affiliates to sell, to Issuer the Buyer Repurchase Shares at the Average Price within five (5) Business Days after receiving the Update Notice. If Buyer has not elected the Repurchase Option, it shall sell the Buyer Repurchase Shares pursuant to the Market Sale Option within ten (10) Business Days after receiving the Update Notice (or such longer period as may be required to comply with any volume restrictions on sales of securities under Rule 144 of the Securities Act (or any successor rule) if Buyer elects to dispose of such Common Stock in transactions of the type described in clause (b) of Section 3.2).

2.4

Anti-Dilution Rights.

(a) If the Buyer Percentage is less than the Initial Buyer Percentage as of the date of the First Closing, or if at any time the Buyer Percentage decreases, as a result of:

(i) any issuance of Common Stock or other Voting Securities by Issuer, whether prior to or after the date of this Agreement, and whether (v) for financing, (w) in connection with mergers and acquisitions, (x) upon the exercise of any option, warrant, stock appreciation right or other similar instrument or the conversion of any preference security, debt security or other instrument convertible or exchangeable for Common Stock, (y) in the form of restricted shares or similar instruments, or (z) otherwise, or

(ii) any capital reorganization or reclassification of Common Stock (including as a result of a stock dividend, subdivision, split or combination) or any other corporate action that results, directly or indirectly, in a reduction in the Buyer Percentage (including without limitation any over-disposition of Common Stock by Buyer as a result of a Required Repurchase Event),

(each, a “Dilutive Event”) Buyer shall have the option and right to acquire additional shares of Common Stock so that, immediately after such acquisition, Buyer shall Beneficially Own (A) the same Buyer Percentage of such Common Stock as was Beneficially Owned by Buyer immediately prior to the occurrence of the Dilutive Event, or (B) if the Buyer Percentage is less than the Initial Buyer Percentage as of the date of the First Closing, the percentage of issued and outstanding Common Stock equal to the Initial Buyer Percentage (the “Additional Shares”); provided that, for purposes of administrative convenience, Buyer’s right to purchase Additional Shares pursuant to Section 2.4(a) shall be exercisable each and every time that an incremental aggregate number of shares of Common Stock issued upon Dilutive Events shall be at least 1% of the then outstanding shares of Common Stock (each, an “Exercisable Event”).

(b) Issuer shall provide Buyer within ten (10) Business Days after the Exercisable Event written notice thereof. Buyer shall have the right, exercisable by providing written notice to Issuer within ten (10) Business Days after receipt of Issuer’s notice (or if such notice period is not possible under the circumstances, such notice as is practicable), to purchase for cash directly from Issuer up to a number of shares of Common Stock (including Treasury Stock, if applicable) equal to the Additional Shares. The purchase price for any Common Stock purchased by Buyer pursuant to this Section 2.4 shall be (A) in the case of a Dilutive Event other than an issuance of Common Stock in connection with mergers and acquisitions, the lesser of (x) the Prevailing Fair Market Value of Common Stock determined on the date of the Dilutive Event or (y) the price (including any assumed indebtedness which is part of the purchase price and valuing any non-cash consideration at the Prevailing Fair Market Value) at which Issuer issues such Common Stock to other shareholders or third parties, and (B) in the case of an issuance of Common Stock in connection with any merger or acquisition, the arithmetic average, weighted by reference to daily trading volume, of the closing prices of such Common Stock during the thirty (30) trading day period ending immediately prior to the closing of such merger or acquisition. Issuer shall provide such information, to the extent reasonably available, relating to any non-cash consideration as Buyer may reasonably request in order to evaluate any non-cash consideration paid in respect of any issuance contemplated by Section 2.4(a). If, in connection with any issuance by Issuer covered by this Section 2.4, Buyer gives notice of its intent to exercise its option under this Section 2.4 but has not purchased the securities subject thereto within sixty (60) days thereafter for reasons not primarily related to actions or omissions of Issuer or the absence of any approvals or consents or the taking of any other actions required to be taken under applicable law or the prohibition on purchasing such securities during such period imposed by applicable securities laws, Buyer shall be deemed to have waived its rights to purchase such securities under this Section 2.4 with respect to such issuance of Common Stock.

(c) In the event that, after giving effect to Sections 2.4(a) and (b), the Buyer Percentage is still less than the applicable Permitted Buyer Percentage immediately prior to the occurrence of the Dilutive Event, then Buyer may, subject to applicable law, purchase a number of shares of Common Stock in the open market or in a privately-negotiated transaction so that the Buyer Percentage following such purchase equals the applicable Permitted Buyer Percentage immediately prior to the occurrence of the Dilutive Event.

SECTION 3.

TRANSFER RESTRICTIONS.

3.1 During the Standstill Period. During the Standstill Period, except as provided for in Section 2.3, Buyer shall not, without the prior written consent of Issuer, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any

option, right or warrant to purchase, lend, or otherwise dispose of, directly or indirectly, any Subject Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such Subject Securities, whether any such transaction described in clause (i) or (ii) above (each, a “Transfer”) is to be settled by delivery of securities, in cash or otherwise.

3.2 After the Standstill Period. Following the expiration of the Standstill Period, on any trading day, Buyer may sell that number of the Subject Securities that represents not more than 10% of the average daily trading volume of Common Stock on the Nasdaq Global Select Market for the ninety (90) trading days preceding the date of sale in public market transactions only (a) pursuant to an effective registration statement as set forth in Section 4 below, if applicable, or (b) as permitted by and pursuant to Rule 144 promulgated under the Securities Act. Except as in accordance with this Section 3.2 and 3.3 or unless Buyer obtains Issuer’s prior written consent regarding the terms and conditions for such Transfer, Buyer shall have no right to Transfer the Subject Securities. An attempted Transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of Issuer. No Transfer by Buyer shall be effective unless and until Issuer shall have been furnished with information reasonably satisfactory to it demonstrating that such Transfer is in compliance with this Section 3.

3.3 Right of First Offer. Prior to making any offer to Transfer any Subject Securities pursuant to Section 3.2, Buyer shall give Issuer the opportunity to purchase such Subject Securities in the following manner:

(a) Buyer shall give written notice (the “Transfer Notice”) to Issuer, specifying the number of shares of the Subject Securities to be Transferred. The Transfer Notice shall constitute an offer to Issuer (or its designee) which is irrevocable during the period described in paragraph (b) below, to sell to Issuer (or its designee) the Subject Securities which are the subject of such Transfer Notice upon the terms set forth in this Section 3.3 and the Transfer Notice. Issuer may elect to purchase (or cause its designee to purchase) all but not less than all of the Subject Securities that are the subject of the Transfer Notice for cash at the Prevailing Fair Market Value and upon the terms and conditions specified in the Transfer Notice.

(b) If Issuer elects to purchase (or cause its designee to purchase) the offered Subject Securities, Issuer shall give notice to Buyer within fifteen (15) Business Days of its receipt of the Transfer Notice of its election, which notice shall include the date set for the closing of such purchase, which date shall be no later than five (5) Business Days following the delivery of such election notice, or, if later, five (5) Business Days after receipt of all required regulatory approvals, and the identity of the designee, if any. If, in connection with any Transfer of Subject Securities pursuant to Section 3.2, Issuer gives notice of its intent to exercise (or cause its designee to exercise) the purchase option under this Section 3.3 but the Subject Securities subject thereto are not purchased by Issuer (or its designee) within sixty (60) days thereafter for reasons not primarily related to actions or omissions of Buyer or the absence of any approvals or consents or the taking of any other actions required to be taken under applicable law or the prohibition on purchasing such securities during such period imposed by applicable securities laws, Issuer (and its designee) shall be deemed to have waived its rights to purchase such securities under this Section 3.3 with respect to such Transfer of Subject Securities.

3.4 Insider Trading Compliance. Anything to the contrary contained in this Agreement notwithstanding, so long as Buyer has the right to receive non-public Issuer information pursuant to Section 5 below, (i) any nominee of Buyer as a director or officer of Issuer, or (ii) Buyer shall comply with the requirements of Section 16 of the Exchange Act and Issuer’s insider trading policy then in effect in connection with any Transfer of the Subject Securities.

3.5 Legend on Shares. Each certificate representing Subject Securities shall bear the following restrictive legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AS SET FORTH IN A INVESTOR’S RIGHTS AND STANDSTILL AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

SECTION 4.

REGISTRATION RIGHTS

4.1 Request for Registration.

(a) At any time after the expiration of the Standstill Period, Buyer may make a written request for registration under the Securities Act of all or part of the Subject Securities (“Demand Registration”) for resale by means of a firm commitment underwritten offering. Upon receipt of such request, Issuer shall use all reasonable efforts to effect as expeditiously as may be practicable, but in any event no later than thirty (30) days after receipt of such request, the registration under the Securities Act of all Subject Securities which Buyer requests to be registered, and shall in connection therewith prepare and file a Form S-3 registration statement or such form as is then available (or any successor form of registration statement to such Form S-3 or other available registration statement) with the SEC under the Securities Act to effect such registration. Notwithstanding the foregoing, Issuer shall not be required to effect any registration if the Subject Securities that Issuer shall have been requested to register shall, in the aggregate, constitute less than 2% of the Common Stock issued and outstanding on the date of such written request for a Demand Registration is made. Buyer shall not be entitled to request more than one Demand Registration statement under this Agreement in any 6-month period, and Buyer shall not be entitled to more than a total of six requests for Demand Registration statements pursuant to this Agreement; provided that no Demand Registration shall be deemed to have been effected for purposes of this Agreement unless (i) it has been declared effective by the SEC, (ii) it has remained effective for not less than ninety (90) days or such shorter period during which Buyer completes the distribution described in the registration statement relating thereto, and (iii) the offering of Subject Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC; provided, further, that if, as a result of any underwriter cutback, Buyer cannot include all of the Subject Securities that it has requested to be registered, then any such registration shall not be deemed to constitute one of the Demand Registrations to which Buyer is entitled pursuant to this Section 4.1(a).

(b) Notwithstanding the foregoing, if Issuer shall furnish to Buyer a certificate signed by the President of Issuer stating that in the good faith judgment of the Board, it would be materially detrimental to Issuer and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, Issuer shall have the right to defer such filing for a reasonable period of time during which such filing would be materially detrimental (the “Demand Blackout Period”) after receipt of the request of Buyer; provided that such deferral by Issuer shall not exceed ninety (90) days from the receipt of any request by Buyer under Section 4.1 to register any Subject Securities; provided, further, that Issuer may not register any other

securities during such ninety (90) day period; provided, however, that Issuer shall not utilize this right more than once in any twelve (12) month period. Issuer shall give Buyer prompt written notice of any such determination to defer filing in the form of a certificate signed by an executive officer of Issuer, which notice shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. Issuer shall promptly notify Buyer of the expiration or earlier termination of the Demand Blackout Period.

4.2 Piggyback Registration.

(a) If Issuer proposes to file a registration statement relating to an offering of Common Stock by Issuer or any holder of its securities (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or of stock issued to employees of Issuer pursuant to any employee benefit plan, respectively) for the registration of Common Stock (a “Piggyback Registration”), Issuer shall give written notice to Buyer at least twenty (20) days before the initial filing with the SEC of such piggyback registration statement (a “Piggyback Registration Statement”), which notice shall set forth the intended method of disposition of the securities proposed to be registered (which, if the Piggyback Registration is to relate to an underwritten offering, must be for inclusion in the underwritten offering). The notice shall offer to include in such filing such shares of Subject Securities as Buyer may request.

(b) If Buyer desires to have any Subject Securities registered under this Section 4.2, Buyer shall advise Issuer in writing within ten (10) days after the date of receipt of such offer from Issuer, setting forth the amount of such Subject Securities for which registration is requested. Issuer shall thereupon include in such filing the number or amount of Subject Securities for which registration is so requested, subject to Section 4.3(b), and shall use all reasonable efforts to effect registration of such Subject Securities under the Securities Act.

4.3 Underwriting. In connection with any offering involving an underwriting of shares of Subject Securities, whether it is pursuant to the Demand Registration or the Piggyback Registration, the following shall apply:

(a) Issuer shall be entitled to select the underwriter for such registered underwritten offering, subject to Buyer’s approval, which shall not be unreasonably withheld. Thereafter, Issuer and Buyer shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.

(b) In the event that the managing underwriter of such public offering advises in writing that, in its opinion, the total amount of the securities requested to be included in such registration in addition to the securities being registered by Issuer, if applicable, would be greater than the total number of securities which can be sold in the offering without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then:

(i) in the event of the Demand Registration, the number of the Subject Securities to be included in such underwriting shall be equal to the Maximum Number of Securities;

(ii) in the event Issuer initiated the Piggyback Registration, Issuer shall include in such Piggyback Registration first, the securities Issuer proposes to register and second, the securities of all other selling security holders, including Buyer, to be included in such Piggyback Registration in an amount which together with the securities Issuer proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of Issuer held by each such selling security holder); or

(iii) in the event any other holder of Common Stock of Issuer initiated the Piggyback Registration, Issuer shall include in such Piggyback Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Buyer), in an amount which together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of Issuer held by each such selling security holder) and third, any securities Issuer proposes to register, in an amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities.

(c) Issuer shall not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (b) above.

4.4 Expenses. Issuer shall pay all Registration Expenses and Buyer shall pay all other expenses related to Buyer’s sale of Subject Securities; provided, however, that Issuer shall not be required to pay for any Registration Expenses, if the registration request is subsequently withdrawn at the request of Buyer, unless, at the time of such withdrawal, Buyer has learned of a material adverse change in the condition, business, or prospects of Issuer from that known to Buyer at the time of its request and has withdrawn the request with reasonable promptness upon obtaining knowledge of such material adverse change.

4.5 Obligations of Issuer. Issuer shall, subject to the terms and conditions hereof, use all reasonable efforts to:

(a) prepare and file with the SEC a registration statement with respect to such Subject Securities, and use all reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective for up to ninety (90) days or such shorter period during which Buyer completes the distribution described in the registration statement relating thereto, whichever first occurs;

(b) prepare and file, as expeditiously as reasonably practicable, with the SEC such amendments and supplements to the registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act;

(c) furnish to Buyer such reasonable numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act;

(d) register and qualify the securities covered by the registration statement under such blue sky laws of such states of the United States as shall be reasonably requested by Buyer; provided, however, that Issuer shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e) notify Buyer at any time that Issuer has knowledge that a prospectus relating to such registration statement is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f) subject to the provisions of Section 4.8 below, amend or supplement any such prospectus in order to cause such prospectus not to include any untrue statement of material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(g) cause Subject Securities covered by the registration statement to be listed on the Nasdaq Global Select Market and provide Buyer with information regarding the transfer agent and the CUSIP number for such Subject Securities;

(h) notify Buyer of (i) the effectiveness of a registration statement, (ii) the filing of any post-effective amendments to such registration statement, or (iii) the filing of a supplement to such registration statement; provided, however, that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by Issuer; and

(i) furnish to Buyer in accordance with Section 11(a) of the Securities Act as soon as practicable after the effective date of the applicable registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act.

4.6 Furnish Information. It shall be a condition precedent to the obligations of Issuer to take any action pursuant to this Section 4 with respect to the Subject Securities of Buyer that Buyer shall furnish to Issuer such information regarding itself, the Subject Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Buyer’s Subject Securities.

4.7 Reports under the Exchange Act. With a view to making available to Buyer the benefits of Rule 144 (or any successor rule) and any other rule or regulation of the SEC that may at any time permit Buyer to sell Subject Securities to the public without registration, Issuer shall use all reasonable efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (i) six months after such date as all Subject Securities may be resold pursuant to Rule 144(k) or any other rule of similar effect, and (ii) such date as all of Subject Securities shall have been resold;

(b) file with the SEC in a timely manner all reports and other documents required to be filed by Issuer under the Exchange Act; and

(c) furnish to Buyer upon request, as long as Buyer owns any Subject Securities, (i) a written statement by Issuer that Issuer has complied with the reporting requirements of the Exchange Act, (ii) a copy of Issuer’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (iii) such other reports and public documents as Buyer may reasonably request in order to avail itself of any rule or regulation of the SEC allowing it to sell Subject Securities without registration.

4.8 Suspension Periods. If disclosure of information in an amendment to the registration statement and/or in a supplement to the prospectus included therein is required so that such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and if an executive officer of Issuer determines in good faith at any time after consultation with external counsel that such disclosure of any such information would be materially detrimental to Issuer, then Issuer shall be permitted to delay filing such amendment or supplement for a period of time not to exceed forty-five (45) consecutive days or ninety (90) days in any rolling twelve-month period (each such period, a “Suspension Period”) by providing written notice of such Suspension Period to Buyer. Upon receiving written notice of a Suspension Period, Buyer shall immediately cease (and shall cause its agents or brokers to immediately cease) all offers and sales of Subject Securities pursuant to the registration statement. Issuer shall promptly notify Buyer in writing upon the termination of any Suspension Period. In addition, and without any limitation of the foregoing, if at any time, in Issuer’s good faith determination after consultation with external counsel, that there is a substantial risk that the offer or sale by Buyer of any Subject Securities pursuant to any registration statement would result in a violation of the Securities Act, the anti-fraud provisions of the

Exchange Act or other applicable law, then Buyer shall, upon written notice to Buyer from Issuer, immediately cease (and shall cause its agents or brokers to immediately cease) all offers and sales of Subject Securities under any registration statement until further notice from Issuer.

4.9 Indemnification.

(a) To the extent permitted by law, Issuer shall indemnify and hold harmless Buyer, each of its officers and directors and each person, if any, who “controls” Buyer (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state in the registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (as defined below), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein not misleading, or (iv) any violation or alleged violation by Issuer of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with a registration effected pursuant to the terms of this Agreement; and Issuer shall pay to Buyer, each of its officers, directors or controlling person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 4.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Issuer, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall Issuer be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Buyer or any underwriter or controlling person thereof; and provided, further, that the indemnity agreement contained in this Section 4.9(a) shall not apply to, nor shall Issuer have any other liability elsewhere under this Agreement with respect to, any sale of Subject Securities by Buyer under any registration statement with respect to which Buyer has not received confirmation within ten (10) business days prior to the date of such sale that such registration statement is available to cover such sale. For purposes of this Section 4.9(a), “Issuer Free Writing Prospectus” shall mean any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act.

(b) To the extent permitted by law, Buyer shall indemnify and hold harmless Issuer, each of its directors, officers and each person, if any, who controls Issuer within the meaning of the Securities Act, any underwriter, each of its officers, directors and partners, and any controlling person of any such underwriter, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent that such Violation occurs in reliance upon and in conformity with written information furnished by Buyer expressly for use in connection with registration pursuant to the registration statement; and Buyer shall pay any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 4.9(b) in connection with investigating or defending any such indemnified loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 4.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

(c) Promptly after receipt by an indemnified party under this Section 4.9 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 4.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually and reasonably satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interest between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party, to the extent prejudiced, of any liability to the indemnified party under this Section 4.9, but the omission to so deliver written notice to the indemnifying party shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 4.9.

(d) If the indemnification provided for in this Section 4.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged Violation relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) The obligations of Issuer and Buyer under this Section 4.9 shall survive the completion of any offer or sale of Subject Securities pursuant to the registration statement.

4.10 Prompt Notice of Suspension or Investigation. In the event any registration statement filed by Issuer becomes subject to a stop order suspending its effectiveness, or proceedings for such purpose are pending before or threatened by the SEC, Issuer shall provide Buyer prompt notice thereof.

SECTION 5.

INFORMATION RIGHTS

So long as Buyer from time to time maintains the Initial Buyer Percentage, complies with its obligations under Section 3.4 hereof and maintains the disclosed information in confidence as required in Rule 100(2)(ii) of Regulation FD, Issuer shall deliver to Buyer:

(a) as soon as practicable and, in any event, within thirty (30) Business Days (or such earlier date that the information is available to Issuer) after the end of each month, (i) the unaudited consolidated balance sheets of Issuer and its Subsidiaries as of the end of such month and the related unaudited statements of operations for such month and for the portion of the fiscal year then ended, and (ii) a written management report for Issuer and its Subsidiaries, which contains, without limitation, analyses of the operating results of Issuer on a consolidated basis, a comparison of actual performance for such month and year to date against the budget for such month and against the financial results for the corresponding month in the preceding fiscal year;

(b) as soon as practicable and, in any event, within forty-five (45) days (or such earlier date that the information is available to Issuer) after the end of each of the first three fiscal quarters, (i) the unaudited consolidated balance sheets, statements of stockholders’ equity and comprehensive income and statements of cash flows of Issuer and its Subsidiaries as of the end of such quarter and the related unaudited statements of operations for such quarter and for the portion of the fiscal year then ended, and (ii) a written management report for Issuer and its Subsidiaries, which contains, without limitation, analyses of the operating results of Issuer on a consolidated basis, a comparison of actual performance for such quarter and year to date against the budget for such periods and against the financial results for the corresponding periods in the preceding fiscal year; and

(c) as soon as practicable and, in any event, within seventy-five (75) days (or such earlier date that the information is available to Issuer) after the end of each fiscal year, (i) the audited consolidated balance sheets, statements of stockholders’ equity and comprehensive income and statements of cash flows of Issuer and its Subsidiaries as of the end of such fiscal year and the related audited statements of operations for such fiscal year, and (ii) a written management report for Issuer and its Subsidiaries, which contains, without limitation, analyses of the operating results of Issuer on a consolidated basis, a comparison of actual performance against the annual budget for such year and against financial results for the preceding fiscal year.

For purposes of this Section 5, Buyer shall be deemed to have maintained the Initial Buyer Percentage if from time to time the Buyer Percentage is less than the Initial Buyer Percentage by less than 1%. Without limiting the generality of the foregoing, in no event shall Buyer be deemed to have failed to maintain the Initial Buyer Percentage if, with respect to any Dilutive Event that decreases the Buyer Percentage to below the Initial Buyer Percentage, Buyer has provided a written notice to Issuer of its desire to acquire Additional Shares in accordance with Section 2.4(b).

SECTION 6.

BOARD AND MANAGEMENT REPRESENTATION

6.1 Board Representation.

(a) Upon completion of the First Closing and once Buyer provides a written confirmation to Issuer to increase the Initial Buyer Percentage to the Step Two Buyer Percentage, Issuer shall increase the size of the Board by one (1) director, so that upon such increase, (i) the Board shall consist of ten (10) directors, and (ii) the Board shall elect as director to fill the vacancy a person designated by Buyer who shall be reasonably acceptable to Issuer and the Board. Such person shall, unless removed by Buyer or otherwise for cause, serve as a duly appointed director of Issuer. Each subsequent designee of Buyer shall, if reasonably acceptable to Issuer and the Board and subject to this Section 6.1, be nominated by the Board for election by the stockholders to the Board, and if so elected, shall serve as a duly elected director of Issuer. Subject to Section 6.1(e), so long as Buyer from time to time maintains the Initial Buyer Percentage, Issuer shall continue to nominate and recommend for election one (1) person designated by Buyer who is reasonably acceptable to Issuer and the Board to serve as director on the Board.

(b) Promptly after completion of the Third Closing, Issuer shall increase the size of the Board by one (1) director so that upon such increase, (i) the Board shall consist of eleven (11) directors and (ii) the Board shall elect as director to fill the vacancy a person designated by Buyer who shall be reasonably acceptable to Issuer and the Board. Such person shall, unless removed by Buyer or otherwise for cause, serve as a duly appointed director of Issuer. Each subsequent designee of Buyer shall, if reasonably acceptable to Issuer and the Board and subject to this Section 6.1, be nominated by the Board for election by the stockholders to the Board, and if so elected, shall serve as a duly elected director of Issuer. Subject to Section 6.1(e), so long as Buyer from time to time maintains the Step Three Buyer Percentage, Issuer shall continue to nominate and recommend for election two (2) persons designated by Buyer who are reasonably acceptable to Issuer and the Board to serve as directors on the Board. For the avoidance of doubt, this Section 6.1(b) shall not apply in

the event that Buyer first acquires the Step Three Buyer Percentage after the expiry of the Standstill Period.

(c) At least thirty (30) days prior to its distribution of its proxy statement or information statement with respect to each meeting of stockholders at which a term of a director designated by Buyer expires, Issuer shall notify Buyer. On or prior to the close of business on the later of (i) the fifteenth (15th) day following its receipt of Issuer’s notice and (ii) the thirtieth (30th) day prior to Issuer’s anticipated distribution of such proxy statement or information statement, Buyer shall notify Issuer information regarding its nominee required by the Exchange Act and the rules and regulations promulgated by the SEC thereunder to be set forth in such proxy statement or information statement.

(d) Promptly after completion of the Second Closing, the board of directors of Buyer shall elect as director one (1) person designated by Issuer who shall (i) be reasonably acceptable to Buyer and its board of directors (the “Buyer’s Board”), and (ii) has been approved by the CBRC, the CSRC and the Shanghai Stock Exchange to serve as director on the Buyer’s Board (an “Approved Issuer Designee”). The Approved Issuer Designee shall be nominated by the Buyer’s Board for election by the stockholders to the Buyer’s Board, and if so elected, shall serve as a duly elected director of Buyer. So long as Buyer from time to time maintains the Step Two Percentage, Buyer shall continue to nominate and recommend for election one (1) Approved Issuer Designee to serve as director on the Buyer’s Board.

(e) For purposes of Sections 6.1(a) and (b), Buyer shall be deemed to have maintained the Initial Buyer Percentage or the Step Three Buyer Percentage, as applicable, if from time to time the Buyer Percentage is less than the Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may be, by less than 1%. Without limiting the generality of the foregoing, in no event shall Buyer be deemed to have failed to maintain the Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may be, if, with respect to any Dilutive Event that decreases the Buyer Percentage to below the Initial Buyer Percentage or the Step Three Buyer Percentage, Buyer has provided a written notice to Issuer of its desire to acquire Additional Shares in accordance with Section 2.4(b).

6.2 Management Representation.

(a) Following the completion of the First Closing, subject to Section 6.2(b), so long as Buyer from time to time maintains the Initial Buyer Percentage, Buyer shall have the right to recommend the appointment of one senior, non-executive manager to Issuer. Following the completion of the Third Closing, subject to Section 6.2(b), so long as Buyer from time to time maintains the Step Three Buyer Percentage, Buyer shall have the right to recommend the appointment of a second senior manager to Issuer; provided, however, that for purposes of this Section 6.2, the Step Three Buyer Percentage shall be 19.9%. Issuer shall use all reasonable efforts to appoint Buyer recommended managers, and ensure that any such manager appointed shall, unless otherwise agreed by the parties, have equivalent rights and responsibilities as those of other senior managers of Issuer having the most senior title of an officer who is not included in the executive management of Issuer as executive management is listed in Issuer’s SEC filings. It is the understanding of the parties that such managers shall have the title of “Senior Vice President” and equivalent rights and responsibilities to those of other Senior Vice Presidents of Issuer, and that Buyer shall endeavor to recommend a qualified individual and shall consult with Issuer prior to making such recommendation final.

(b) For purposes of Section 6.2(a), Buyer shall be deemed to have maintained the Initial Buyer Percentage or the Step Three Buyer Percentage, as applicable, if from time to time the Buyer Percentage is less than the Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may be, by less than 1%. Without limiting the generality of the foregoing, in no event shall Buyer be deemed to have failed to maintain the Initial Buyer Percentage or the Step Three Buyer

Percentage, as the case may be, if, with respect to any Dilutive Event that decreases the Buyer Percentage to below the Initial Buyer Percentage or the Step Three Buyer Percentage, Buyer has provided a written notice to Issuer of its desire to acquire Additional Shares in accordance with Section 2.4(b).

6.3 Confidentiality. Issuer reserves the right to exclude any director or manager nominated by Buyer from access to any information or meeting or portion thereof if and to the extent that such information or meeting or portion thereof relates primarily to matters or circumstances involving a direct conflict of interest between Issuer and Buyer or between Issuer and the director or manager if Issuer’s external counsel, acting reasonably, provides a legal opinion that access to such information or meeting would result in a breach by the director or manager of his/her fiduciary duties to Issuer.

6.4 Corporate Opportunities. Issuer and Buyer acknowledge and agree that as of the date of this Agreement there is no substantial business competition between them, but that they may become more substantial competitors in future, whether as a result of Issuer’s mergers with or acquisitions of other businesses or entities or otherwise. Issuer and Buyer agree that, insofar as any of (i) Buyer’s nominees to the Board and management of Issuer, and (ii) Issuer’s nominee to the board of directors of Buyer, are presented with corporate opportunities that may be opportunities for both Issuer and Buyer, he shall:

(a) fully satisfy his fiduciary obligations to both Issuer and Buyer with respect to the corporate opportunity;

(b) not be liable to Issuer or Buyer or their respective stockholders with respect to the corporate opportunity;

(c) be deemed to have acted in good faith and in a manner he reasonably believed to be in the best interests of both Issuer and Buyer; and

(d) not have violated his duty of loyalty to Issuer or Buyer or their respective stockholders,

provided that he acts in good faith in a manner consistent with the following policy:

(e) any corporate opportunity expressly offered to him in his capacity as a director or officer of one, but not both, of Issuer or Buyer shall belong to whichever of Issuer or Buyer is the subject of the offer;

(f) any other corporate opportunity offered to Buyer director nominated by Issuer shall belong and first be offered to Issuer, which shall consider it promptly;

(g) any other corporate opportunity offered to a Issuer director or officer nominated by Buyer shall belong and first be offered to Buyer, which shall consider it promptly; and

(h) any corporate opportunity declined by either Issuer or Buyer shall thereafter be offered to the other.

For purposes of this Agreement, a “corporate opportunity” shall include business opportunities that (i) Issuer or United Commercial Bank, a wholly-owned subsidiary of Issuer (the “Bank”), or Buyer, as the case may be, is financially able to undertake and (ii) fall within the then current lines of business of Issuer, the Bank or Buyer, as the case may be.

6.5 No Managerial or Operational Control. The parties hereby confirm and agree that, except for the rights specifically granted herein, in no event shall Buyer or any Affiliate of Buyer have

any managerial or operational control of Issuer. If necessary, to avoid such control, Buyer shall take action requested by Issuer under Section 2.2(b) hereof.

SECTION 7.

VOTING AGREEMENT

7.1 In addition to the provisions of Section 2.2 above, during the Standstill Period, Buyer shall vote and cause to be voted all Common Stock Beneficially Owned by Buyer (i) for persons nominated and recommended by the Board for election as directors of the Board and against any person nominated for election as a director by any other Person and (ii) as otherwise directed by the Board, so long as such vote (a) is not adverse to Buyer’s rights under this Agreement or the Investment Agreement, (b) is not adverse to its rights as a stockholder of Issuer, or (c) does not have a disproportionately adverse impact on its interests. Upon completion of the First Closing, Buyer shall submit to Issuer Voting Agreement executed by Buyer in the form attached hereto as Exhibit A.

SECTION 8.

OTHER PROVISIONS

8.1 Term and Termination.

(a) This Agreement shall become effective upon completion of the First Closing as set forth in the Investment Agreement and thereafter continue in full force and effect until terminated pursuant to this Section 8.1.

(b) In the event that the Investment Agreement shall have been terminated at any time after the First Closing but before the Third Closing pursuant to Sections 7.01(a) or (b) of the Investment Agreement, this Agreement shall survive such termination and continue in full force and effect; provided, however, that:

(i) Sections 2.1, 2.2 and 2.3 shall cease to have to any force or effect after the second (2nd) anniversary of the date of the First Closing;

(ii) Sections 3.1, 3.2 and 3.3 shall cease to have to any force or effect after the first to occur of (x) the first (1st) anniversary of the Second Closing and (y) the first (1st) anniversary of the termination date of this Agreement; and

(iii) Section 4 shall for purposes for this Section 8.1(b) be deemed to be amended with effect as of such termination of the Investment Agreement such that, notwithstanding anything in Section 4 relating to Buyer’s right to request registration of Subject Securities during the Standstill Period, Buyer shall, immediately upon and from time to time after the first to occur of (x) the first (1st) anniversary of the Second Closing and (y) the first (1st) anniversary of the termination date of this Agreement, become entitled to exercise its rights under Section 4; provided that the foregoing amendment shall not in any way affect the validity or enforceability of the other provisions of Section 4.

(c) In the event that the Investment Agreement shall have been terminated by Buyer at any time after the First Closing but before the Third Closing pursuant to Sections 7.01(c) or (d) of the Investment Agreement, this Agreement shall terminate automatically without any action on either party; provided, however, that:

(i) Section 4 shall for purposes for this Section 8.1(b) be deemed to be amended with effect as of such termination of the Investment Agreement such that, notwithstanding anything in Section 4 relating to Buyer’s right to request registration of Subject Securities during the Standstill Period, Buyer shall, immediately upon and from time to time after such termination of this Agreement, be entitled exercise its rights under Section 4; provided that the foregoing amendment shall not in any way affect the validity or enforceability of the other provisions of Section 4; and

(ii) Sections 2.4, 5, 6.1 (other than 6.1(d)), 6.2, 6.3, 6.4 and 8 (other than 8.2) shall survive such termination of this Agreement and shall remain in full force and effect indefinitely.

(d) In the event that the Investment Agreement shall have been terminated by Issuer at any time after the First Closing but before the Third closing pursuant to section 7.01(c) or (d) of the Investment Agreement, this Agreement shall terminate automatically without any action on either party; provided, however, that:

(i) Section 4 shall survive such termination of this Agreement and remain in full force and effect until such date as all Subject Securities shall have been resold, and shall for purposes for this Section 8.1 be deemed to be amended with effect as of such termination of this Agreement such that Buyer shall, after the expiration of the Standstill Period, retain the right to make three (3) requests for Demand Registration pursuant to Sections 4.1; provided that the foregoing amendment shall not in any way affect the validity or enforceability of the other provisions of Section 4; provided, further, that Section 4.7 shall survive such termination of this Agreement and shall remain in full force and effect throughout the earlier to end of the period described in Section 4.7(a) and that Section 4.9 shall survive such termination of this Agreement and shall remain in full force and effect indefinitely;

(ii) Sections 2.1, 2.2, 2.3, 3.1, 3.2, 3.3, 6.1(d), 6.3, 6.4, 6.5 and 7 shall survive such termination of this Agreement and shall remain in full force and effect until the expiration of the Standstill Period; and

(iii) Section 8 (other than 8.2) shall survive such termination of this Agreement and shall remain in full force and effect indefinitely.

8.2 Business Cooperation. Consistent with FRB guidelines regarding business cooperation, customer referrals and co-branding prior to completion of the Third Closing, Issuer and Buyer agree that the parties will negotiate in good faith to enter into agreements regarding strategic opportunities in China and the US in areas, including, but not limited to, trade finance, remittance services, loan referrals, interbank businesses, ATM network sharing and customer referrals.

8.3 No Assignment. The parties’ respective rights and obligations pursuant to this Agreement may not be transferred, assigned or delegated by either Buyer or Issuer without the prior written consent of the other. Any attempted transfer, assignment or delegation in violation of the foregoing shall be void.

8.4 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to California’s conflict of law principles; provided, however, that this Section 8.4 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 hearings 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 8.7 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.

8.5 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, notwithstanding anything to the contrary, 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 nonconveniens 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.

8.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.7 Titles and Subtitle Verification. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.8 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail, with verification of receipt, or facsimile, in either case if sent during normal business hours of the recipient; if not, then on the next business day; (iii) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to a party at such party’s address set forth on the signature page hereof or at such other address, electronic or otherwise, as such party shall designate by ten days’ advance written notice to the other party.

8.9 Severability. If one or more provisions of this Agreement, together with the Merger Agreement, are held to be unenforceable under applicable law, in whole or in part, the unenforceable portion of such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such unenforceable portion were so excluded and shall be enforceable in accordance with its terms.

8.10 Entire Agreement; Amendment; Waiver. This Agreement, together with the Investment Agreement and the Voting Agreement, constitutes the full and entire understanding and agreement between the parties hereto with regard to the subject matter hereof, and supersedes any and all prior negotiations, correspondence, understandings and agreements among the parties respecting the subject matter hereof. Any term of this Agreement may be amended and the observance of any

term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Issuer and Buyer.

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]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	UCBH HOLDINGS, INC.

	By:
	Name:
	Its:

	Address:	555 Montgomery Street
		San Francisco, CA 94111

	E-mail:

	Fax:

	CHINA MINSHENG BANKING CORP., LTD.

	By:
	Name:
	Its:

	Address:	No. 2 Fuxingmennei Avenue
		Xicheng District
		Beijing, 100031 China

	E-mail:

	Fax:

EX-99.4 5 ss54413_ex9904.htm VOTING AGREEMENT

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of March 5, 2008, between UCBH Holdings, Inc., a Delaware corporation (“Company”), and China Minsheng Banking Corp., Ltd. (“Stockholder”).

RECITALS

Company and Stockholder are the parties to an Investment Agreement, dated October 7, 2007 (the “Investment Agreement”), pursuant to which, among other things, (i) Company has agreed to sell certain common stock of the Company (the “Issued Shares”) to Stockholder, and Stockholder has agreed to purchase the Issued Shares from Company and (ii) the Stockholder may acquire New Shares (as defined in Section 1(b)) (such New Shares, together with the Issued Shares, the “Shares”);

Company and Stockholder are the parties to an Investor’s Rights and Standstill Agreement dated as of October 7, 2007 (the “Investor’s Rights Agreement”), which provides for, among other things, certain rights of Stockholder and certain lock-up and standstill restrictions with respect to common stock purchased by Stockholder pursuant to the Investment Agreement.

C.	Pursuant to the Investors’ Rights Agreement, Company and Stockholder wish to enter into this Voting Agreement to provide for the voting of the Shares, on the terms and subject to the conditions set forth in this Voting Agreement.

AGREEMENT

In consideration of the above recitals and the promises set forth in this Voting Agreement, the parties agree as follows:

Shares. Stockholder agrees that the terms and conditions of this Voting Agreement shall apply to, and Stockholder agrees to be bound by the terms and conditions of this Voting Agreement with respect to Stockholder’s interest in (a) the Issued Shares; and (b) any and all shares of capital stock of Company that (i) Stockholder purchases or acquires, or (ii) with respect to which Stockholder otherwise acquires beneficial ownership (the latter to the fullest extent within the control of the Stockholder) after the date first written above and prior to the termination of this Voting Agreement pursuant to Section 6 (“New Shares”). Stockholder shall retain and shall not transfer or allow the transfer by operation of law of any interest in its voting rights in the Shares.

Agreement to Vote Shares. At every meeting of the stockholders of Company (or holders of any series or class of stock of Company) and on every action or approval by written consent of the stockholders of Company (or holders of any series or class of stock of Company) if such written consent is permitted by Company’s certificate of incorporation or bylaws, Stockholder agrees to vote the Shares (a) in favor of persons nominated and recommended by the board of directors of Company (the “Board”) as directors of the Board, including without limiting the generality of the foregoing persons designated by Stockholder for nomination by the Board pursuant to the Investor’s Rights Agreement, (b) against any person nominated for election as a director by any other person, except for persons designated by Stockholder for

nomination by the Board pursuant to the Investor’s Rights Agreement, and (c) as otherwise directed by the Board (including, without limiting the generality of the foregoing, with respect to any shareholder proposal or proxy solicitation relating directly or indirectly to any change in control over the Company), so long as such vote (i) is not adverse to Stockholder’s rights under the Investor Rights Agreement or the Investment Agreement, (ii) is not adverse to Stockholder’s rights as a stockholder of Issuer or (iii) does not have a disproportionately adverse impact on its interests.

Stockholder Proposals and Proxy Contests Involving Control. Except as agreed in writing by the Board, Stockholder shall not initiate or in any way participate in (i) any shareholder proposal or (ii) any proxy solicitation, relating directly or indirectly to any change of control (as defined in Section 1.1(i) of the Investor’s Rights Agreement) over the Company.

4.	Legend on Stock Certificate. Each certificate representing any Shares shall for as long as this Voting Agreement is effective bear a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF SUCH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”

5.	Representations and Warranties of Stockholder. Stockholder represents and warrants to Company as follows:

5.1

Stockholder is the sole beneficial and record owner and holder of the Issued Shares and will be the sole and beneficial owner of any New Shares, if acquired after the date hereof, at the date of this Voting Agreement and at all times through the Expiration Date, and the Shares will be free and clear of any third party voting rights of any nature.

5.2

Stockholder has full power, authority and legal capacity to make, enter into and carry out the terms of this Voting Agreement and has duly executed and delivered this Voting Agreement. This Voting Agreement constitutes a valid and binding obligation of Stockholder.

5.3

Stockholder represents that Stockholder beneficially owns the number of shares indicated on Schedule 1 attached hereto, and has sole and unrestricted voting power with respect to such Shares.

Termination. This Voting Agreement will terminate and will have no further force or effect as of the earliest of (i) the date upon which the Stockholder no longer Beneficially Owns (as defined in the Investment Agreement) any Shares, (ii) the expiry of the Standstill Period (as defined in the Investor’s Rights Agreement), whether before or after the termination of the Investment Agreement or the Investor’s Rights Agreement, or (iii) termination of the Investment Agreement by Stockholder pursuant to Sections 7.01(c) or (d) thereof.

7.	No Liability for Votes Made. Stockholder acknowledges and agrees that Company and its respective directors and officers shall not be liable to Stockholder with respect to or in connection with any and all voting decision(s) made during the term of this Voting Agreement.

8.	Miscellaneous.

8.1

Severability. If any term, provision, covenant or restriction of this Voting Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Voting Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated.

8.2

Binding Effect and Assignment. This Voting Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Voting Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other, except that the parties may assign their respective rights and obligations under this Voting Agreement to an affiliate of such party without the written consent of the other party.

8.3

Amendments and Modification. This Voting Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties to this Voting Agreement.

8.4

Specific Performance; Injunctive Relief. Stockholder acknowledges that Company will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder contained in this Voting Agreement. Therefore, it is agreed that, in addition to any other remedies that may be available to Company upon any such violation, notwithstanding anything to the contrary, Company will have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available at law or in equity, and for that purpose Stockholder 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.

	8.5	Governing Law. This Voting Agreement will be governed by, construed and enforced in accordance with, the internal laws of the State of California as such laws are applied to contracts entered into and to be performed entirely within the State of California. Any dispute arising out of or relating to this Voting Agreement shall be resolved in the manner set forth in Section 8.07 of the Investment Agreement. Accordingly, the parties hereto agree that this Section 8.5 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

Voting 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 hearings 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 Voting Agreement; and in instances where it is silent, on the basis of strict principles consistent with the terms of this Voting 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 8.11 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.

8.6

Entire Agreement. This Voting Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter.

8.7

Counterparts. This Voting Agreement may be executed in several counterparts (including by facsimile), each of which will be an original, but all of which together will constitute one and the same agreement.

8.8

Effect of Headings. The section headings contained in this Voting Agreement are for convenience only and will not affect the construction or interpretation of this Voting Agreement.

	8.9	Delays or Omissions. No waiver by either party of any right, power, default, misrepresentation or breach under this Voting Agreement, whether intentional

or not, will be deemed to extend to any prior or subsequent right, power, default, misrepresentation or breach under this Voting Agreement. Any waiver, permit, consent or approval of any kind or character on the part of either party of any breach or default under this Voting Agreement, or any waiver on the part of either party of any provisions or conditions of this Voting Agreement, must be in writing and will be effective only to the extent specifically set forth in such writing.

8.10

Enforcement Fees and Costs. In the event legal action is taken or commenced by Company against Stockholder for the enforcement of any of the covenants, terms or conditions of this Voting Agreement, the losing party will be liable for all reasonable attorney’s fees and costs incurred by the prevailing party in connection with such legal action.

8.11

Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail, with verification of receipt, or facsimile, in either case if sent during normal business hours of the recipient; if not, then on the next business day; (iii) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to a party at such party’s address set forth on the signature page hereof or at such other address, electronic or otherwise, as such party shall designate by ten days’ advance written notice to the other party.

8.12

Representation. Stockholder represents and acknowledges that Stockholder has had the opportunity to seek and obtain the advice of legal counsel with respect to this Voting Agreement.

8.13

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

[THE REMAINDER OF THIS PAGE IS BLANK. SIGNATURE PAGE FOLLOWS.]

The parties have executed this Voting Agreement on the date first above written.

UCBH Holdings, Inc.

By:_________________________________

Name:_______________________________

Title:________________________________

Address:	555 Montgomery Street
	San Francisco, CA 94111

E-mail:_______________________________

Fax:_________________________________

China Minsheng Banking Corp., Ltd.

By:_________________________________

Name:_______________________________

Title:________________________________

Address:	No. 2 Fuxingmennei Avenue
	Xicheng District
	Beijing, 100031 China

E-mail:_______________________________

Fax:_________________________________

Schedule 1

Number of Shares owned by Stockholder

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