united states district court northern district of...

1 LIONEL Z. GLANCY (#134180)2 MICHAEL GOLDBERG (#188669)

GLANCY BINKOW & GOLDBERG LLP3 1801 Avenue of the Stars, Suite 311

Los Angeles, California 900674 Telephone: (310) 201-9150

Facsimile: (310) 201-91605 E-mail: [email protected]

6[Additional Counsel on Signature Page]

7Attorneys for Plaintiff Huy Tran

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9UNITED STATES DISTRICT COURT

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11 NORTHERN DISTRICT OF CALIFORNIA

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13 ) No.HUY TRAN, Individually and on Behalf of All )

14 Others Similarly Situated, ) CLASS ACTION

15)

Plaintiff, ) COMPLAINT FOR VIOLATIONS

16 ) OF THE FEDERAL SECURITIESv. ) LAWS

17 )18 UCBH HOLDINGS, INC., THOMAS WU, AND )

CRAIG ON, )19 )

Defendants. )20 )

)21 ) DEMAND FOR JURY TRIAL

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23

24

25

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28CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS

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1 Plaintiff Huy Tran, by and through his attorneys, alleges the following upon information and

2 belief, except as to those allegations concerning Plaintiff, which are alleged upon personal

3knowledge. Plaintiff's information and belief is based upon, among other things, his counsel’s

45 investigation, which includes without limitation: (a) review and analysis of regulatory filings made

6 by UCBH Holdings, Inc. (“UCBH” or the “Company”) with the United States Securities and

7 Exchange Commission (“SEC”); (b) review and analysis of press releases and media reports issued

8 by and disseminated by UCBH; and (c) review of other publicly available information concerning

9 UCBH.

10NATURE OF THE ACTION AND OVERVIEW

11

121. This is a federal class action on behalf of purchasers of UCBH’s securities between

13 April 24, 2008 and September 8, 2009, inclusive (the “Class Period”), seeking to pursue remedies

14 under the Securities Exchange Act of 1934 (the “Exchange Act”).

15 2. UCBH operates as the bank holding company for United Commercial Bank, which

16provides personal and commercial banking services to small-and medium-sized businesses, business

17executives, professionals, and other individuals, and primarily engages in generating deposits and

1819 originating loans.

20 3. On September 8, 2009, UCBH shocked investors when the Company disclosed the

21 conclusions of an Investigation Subcommittee of the Board Audit Committee (“Subcommittee”)

22 regarding the recognition of impairment losses on nonperforming loans and other real estate owned

23(OREO) assets. According to the Company, the Subcommittee’s report identified problems resulting

24both from weaknesses in the Bank’s internal controls and from deliberate and improper actions and

2526 omissions of certain Bank Officers, and the report concluded that those problems were driven by an

27 apparent desire to downplay deteriorating financial conditions by delaying or abating risk rating

28 CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS

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1 downgrades and minimizing the Bank’s overall loan loss allowance. Moreover, UCBH disclosed

2 that the report raised serious concerns regarding the actions of a number of current and former

3Officers at various levels of the Bank’s management.

4

5 4. On this news, shares of UCBH declined $0.17 per share, or 14.29%, to close on

6 September 8, 2009, at $1.02 per share, on unusually heavy volume.

7 5. Throughout the Class Period, Defendants made false and/or misleading statements,

8 as well as failed to disclose material adverse facts about the Company's business, operations, and

9 prospects. Specifically, Defendants made false and/or misleading statements and/or failed to

10disclose: (1) that loan terms were inappropriately modified, including the extension of terms, the

1112 lowering of interest rates, and the improper use of interest reserve accounts, to delay negative

13 consequences; (2) that the Company had delayed the recognition of risk rating downgrades and

14 specific reserves; (3) that the Defendants misrepresented the credit risk of the Company’s loan

15 portfolio; (4) that the Company failed to properly reserve for loan losses and record impairment

16 losses on non-performing loans and other real estate owned; (5) that Defendants misstated the17

Company’s loan loss provision and related allowance, including charge-offs and the resulting change1819 in non-performing loan levels, and to other real estate owned expense; (6) that the Company’s

20 financial results were not prepared in accordance with Generally Accepted Accounting Principles

21 (“GAAP”); (7) that the Company lacked adequate internal and financial controls; and (8) as a result

22 of the above, the Company's financial statements were overstated and materially false and

23misleading at all relevant times.

24

6. As a result of Defendants' wrongful acts and omissions, and the precipitous decline2526 in the market value of the Company's securities, Plaintiff and other Class members have suffered


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1 significant losses and damages.

2 JURISDICTION AND VENUE

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7. The claims asserted herein arise under Sections 10(b) and 20(a) of the Exchange Act45 (15 U.S.C. §§78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder by the SEC (17 C.F.R. §

6 240.10b-5).

7 8. This Court has jurisdiction over the subject matter of this action pursuant to 28

8 U.S.C. §1331 and Section 27 of the Exchange Act (15 U.S.C. §78aa).

9 9. Venue is proper in this Judicial District pursuant to 28 U.S.C. §1391(b) and Section

1027 of the Exchange Act (15 U.S.C. §78aa(c)). Substantial acts in furtherance of the alleged fraud

1112 or the effects of the fraud have occurred in this Judicial District. Many of the acts charged herein,

13 including the preparation and dissemination of materially false and/or misleading information,

14 occurred in substantial part in this District. Additionally, the Company’s principal executive offices

15 are located within this Judicial District.

1610. In connection with the acts, transactions, and conduct alleged herein, Defendants

17directly and indirectly used the means and instrumentalities of interstate commerce, including the

1819 United States mail, interstate telephone communications, and the facilities of a national securities

20 exchange.

21 PARTIES

22 11. Plaintiff Huy Tran, as set forth in the accompanying certification, incorporated by

23reference herein, purchased UCBH common stock during the Class Period, and suffered damages

24as a result of the federal securities law violations and false and/or misleading statements and/or

2526 material omissions alleged herein.


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1 12. Defendant UCBH is a Delaware corporation with its principal executive offices

2 located at 555 Montgomery Street, San Francisco, California, 94111.

3

13. Defendant Thomas Wu (“Wu”) was, at all relevant times, President, Chief45 Executive Officer (“CEO”), and Director of UCBH until his resignation from the Company on

6 September 4, 2009.

7 14. Defendant Craig On (“On”) was, at all relevant times, Senior Vice President and

8 Deputy Chief Financial Officer of UCBH since March 3, 2008, and thereafter, Senior Vice President

9 and Interim Chief Financial Officer of UCBH since May 12, 2008, and thereafter, Executive Vice

10President and Chief Financial Officer (“CFO”) since October 23, 2008.

11

1215. Defendants Wu and On are collectively referred to hereinafter as the "Individual

13 Defendants." The Individual Defendants, because of their positions with the Company, possessed

14 the power and authority to control the contents of UCBH’s reports to the SEC, press releases and

15 presentations to securities analysts, money and portfolio managers and institutional investors, i.e.,

16 the market. Each defendant was provided with copies of the Company's reports and press releases17

alleged herein to be misleading prior to, or shortly after, their issuance and had the ability and1819 opportunity to prevent their issuance or cause them to be corrected. Because of their positions and

20 access to material non-public information available to them, each of these defendants knew that the

21 adverse facts specified herein had not been disclosed to, and were being concealed from, the public,

22 and that the positive representations which were being made were then materially false and/or

23misleading. The Individual Defendants are liable for the false statements pleaded herein, as those

24statements were each "group-published" information, the result of the collective actions of the

2526 Individual Defendants.


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1 SUBSTANTIVE ALLEGATIONS

2 Background 3

16. UCBH operates as the bank holding company for United Commercial Bank, which45 provides personal and commercial banking services to small-and medium-sized businesses, business

6 executives, professionals, and other individuals, and primarily engages in generating deposits and

7 originating loans.

8 Materially False And Misleading

9 Statements Issued During The Class Period

10 17. The Class Period begins on April 24, 2008. On this day, UCBH issued a press

11 release entitled, “UCBH HOLDINGS, INC. REPORTS FIRST QUARTER 2008 FINANCIAL

12 RESULTS.” Therein, the Company, in relevant part, stated:

13Earnings of $2.2 Million for the First Quarter of 2008

14 Loan Loss Provision of $35.1 Million for the First Quarter of 2008Core Fundamentals of UCBH Holdings, Inc. Remain Strong

15 Strong Commercial Business Loan Originations of $481.5 Million

16 China Minsheng Banking Corp., Ltd. Completed the First Phase of Its Strategic Investment

17 SAN FRANCISCO, April 24, 2008 — UCBH Holdings, Inc. (NASDAQ: UCBH),the holding company of United Commercial Bank (UCB TM or the “Bank”), today

18 reported first quarter 2008 net income of $2.2 million, compared with $27.0 million

19in the first quarter of 2007. The fully diluted earnings per share were $0.02,compared with $0.26 in the first quarter of 2007. The decrease was attributable

20 primarily to an increased loan loss provision of $35.1 million recorded in the firstquarter of 2008. The increased loan loss provision was related to specific loan loss

21 reserves on construction loans in distressed areas, as well as an increase in theoverall loan loss reserve ratio. Also impacting earnings was a $3.8 million additional

22 write-down on two non-bank REIT TPS collateralized debt obligations (“CDOs”)

23 and a $14 million lower of cost or market (“LOCOM”) charge on commercial realestate loans held for sale. As of quarter end, the credit ratings of the two non-bank

24 REIT TPS CDOs remain unchanged, and the remaining book value of the two CDOswas reduced to $4.6 million at the end of the quarter.

25

26Chairman, President and Chief Executive Officer, Thomas S. Wu said, “We began


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1 a comprehensive assessment of our western U. S. retail construction lending portfolio

2 in early October 2007 when the extent of market deterioration became apparent. This

full review of all of our residential construction loans in California and Nevada was

3 completed during the latter part of the first quarter of 2008. The problems in theconstruction lending portfolio are mainly in the distressed markets in California.

4 These markets continued to deteriorate during the latter part of the first quarter, andas a result, we downgraded a number of loans upon receipt of new appraisals and full

5 review of financial information on those projects. We believe it is the right course

6 of action to make substantial loan loss provisions at this time. Together with the$14.0 million provision in the fourth quarter of 2007, our goal is to strengthen our

7 balance sheet and position ourselves to weather this unprecedented marketenvironment.

8

9 “The business fundamentals of UCBH remain very strong, particularly in our

commercial lending and international trade finance business activities. We are very

10 pleased that China Minsheng Banking Corp., Ltd. completed the first phase of itsinvestment, becoming a long-term strategic partner of UCBH. With our strong

11 national franchise and unique Greater China platform, we believe we are wellpositioned to return to normal profitability starting in the second half of 2008 and

12 strong earnings growth in the future,” concluded Mr. Wu.

13First Quarter 2008 Business Highlights

14• In March 2008, China Minsheng Banking Corp., Ltd. completed the

15 first phase of its strategic investment agreement with UCBH, in

16 which UCBH sold approximately 5.4 million newly-issued shares ofUCBH common stock, or 4.9% of the total outstanding shares, at

17 $17.79 per share, in exchange for $95.7 million in cash proceeds.• In March, United Commercial Bank (China) Limited received all

18 necessary approvals from the China Banking Regulatory Commission

19for an expanded license to conduct a full scope of Renminbi(“RMB”) business with all types of domestic Chinese companies in

20 China.

21 First Quarter 2008 Financial Summaries

22 First quarter net income was $2.2 million, down 91.8% from $27.0 million reported

23 in the corresponding period of last year. Diluted earnings per common share for thefirst quarter of 2008 totaled $0.02, down 92.3% from $0.26 in the corresponding

24 quarter of the prior year.

25 Net interest income on a fully taxable-equivalent basis, before provision for loan

26losses, rose 13.6% to $86.3 million from $75.9 million in the first quarter of 2007.


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1 This increase was due to organic balance sheet growth and the acquisitions of The

2 Chinese American Bank (“CAB”) in May 2007 and UCBC in December 2007.

3 The net interest margin was 3.04% for the first quarter of 2008, a 35 basis pointdecrease from the 3.39% net interest margin for the fourth quarter of 2007 and 22

4 basis point decrease from 3.26% for the first quarter of 2007. The reversal of interestaccrued for the nonperforming assets due to downgrades in the first quarter of 2008

5 had a negative impact of 18 basis points on the net interest margin for the quarter.

6 The decrease in the net interest margin year over year reflects the effect of a 76 basispoint decrease in loan yields, partially offset by a 49 basis point decrease in the

7 funding costs.

8 Noninterest income was $3.6 million for the first quarter of 2008, compared with

9 $12.4 million for the corresponding quarter of 2007. Included in first quarter 2008

noninterest income was the previously mentioned $3.8 million write-down on two

10 non-bank REIT TPS CDOs and a $1.4 million charge for a LOCOM adjustment oncommercial real estate loans held for sale. In addition, the Company reported

11 significantly lower gains on the sale of multifamily and commercial real estate loansand securities sales due to the current economic and market conditions. These

12 declines were partially offset by the increase in total commercial banking fees and

13 service charges on deposits, reflecting the strong growth in deposit accountsorganically and the acquisitions of CAB and UCBC. The growth in these

14 components reflects the ongoing expansion of the UCBH’s commercial banking

15platform.

16Noninterest expense rose 10.6% to $48.6 million, from $43.9 million in the firstquarter of 2007. This increase was primarily the result of increased personnel costs

17 and occupancy expenses related to the acquisitions of CAB and UCBC in 2007, aswell as the additional staffing required for the growth of the Bank’s commercial

18 banking business, and the expansion of the Bank’s infrastructure.

19 The effective tax rate was 26.8% for the first quarter ended March 31, 2008,

20 compared with 34.6% for the first quarter of 2007. The lower effective tax rate wasprimarily due to an increase in tax-exempt income.

21

22Credit Quality

•23 The deterioration in credit quality related primarily to theconstruction loan portfolio in distressed areas.

24 • The provision for loan losses was $35.1 million for the first quarterof 2008, compared with $14.0 million for the fourth quarter of 2007,

25 and with $1.0 million for the first quarter of 2007.

•26

Net loan charge-offs were $12.3 million for the first quarter of 2008,


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1 or 0.62% annualized, compared with net loan charge-offs of $1.7

2 million, or 0.10% annualized, in the first quarter of 2007.

• Nonperforming assets were $185.1 million, or 1.45% of total assets,

3 at March 31, 2008, compared with $57.0 million, or 0.48% of totalassets, at December 31, 2007. The increase in nonperforming assets

4 was due to the downgrade of certain construction loans in distressedareas by management in the latter part of the first quarter, as a result

5 of the full review of the construction loan portfolio in California and

6 Nevada.• The ratio of allowance for loan losses to loans held in portfolio was

7 1.25% at March 31, 2008, compared with 1.03% at December 31,2007. The ratio of the allowance for loan losses and the reserve for

8 unfunded commitments to loans held in portfolio excluding cash

9 secured loans was 1.37% at March 31, 2008, compared with 1.13%

at December 31, 2007.

10Capital Management

11

12Stockholders’ equity was $1.07 billion at March 31, 2008, reflecting the receipt of$95.7 million of new capital from China Minsheng Banking Corp., Ltd. in March

13 2008. Period-end assets were $12.74 billion. The Tier I risk-based capital ratio of theCompany was 9.17% at March 31, 2008, compared with 8.51% at December 31,

14 2007. The total risk-based capital ratio was 11.55% as of March 31, 2008, comparedwith 10.76% at December 31, 2007. The Company’s capital ratios exceed regulatory

15 requirements and continue to be categorized as “well capitalized.” The Bank’s

16 capital ratios approximate those of the Company and is also categorized as “wellcapitalized.”

17On April 24, 2008, UCBH’s Board of Directors approved a dividend of $0.04 per

18 share on the common stock of UCBH, payable on July 11, 2008, to stockholders of

19record as of June 30, 2008.

20 Balance Sheet Highlights

21 Total loans increased by 4.3%, to $8.35 billion at March 31, 2008, from $8.01 billionat December 31, 2007. The increase in loans reflected the continued strong loan

22 originations.

23Commercial business loans increased by 7.2% to $2.23 billion at March 31, 2008,

24 from $2.08 billion at December 31, 2007. 100% of the commercial business loangrowth was organic. Construction loans increased by 6.2% to $1.77 billion at March

25 31, 2008, from $1.67 billion at December 31, 2007. Commercial real estate loans

26increased by 3.5% to $2.58 billion at March 31, 2008, from $2.49 billion at


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1 December 31, 2007, following $61.5 million of loan sales. Multifamily real estate

2 loans increased by 1.9% to $1.21 billion at March 31, 2008, from $1.19 billion at

December 31, 2007.

3New loan commitments of $1.02 billion for the first quarter of 2008 were comprised

4 of $964.4 million of commercial loans and $56.6 million of consumer loans.Commercial business loan originations were $481.5 million in the first quarter of

5 2008. Construction loan commitments were $139.0 million in the first quarter of

6 2008. Commercial real estate loan originations were $250.1 million in the firstquarter of 2008. With strong loan commitments in the first quarter, coupled with a

7 loan pipeline of $2.44 billion as of March 31, 2008, we project loan growth willremain solid into the second quarter of 2008.

8

9 The average loan yield decreased to 6.94% for the quarter ended March 31, 2008

from 7.75% for the quarter ended December 31, 2007, primarily as a result of the Fed

10 Funds cuts during the period.

11 The securities portfolio, including available for sale and held to maturity, was $3.01billion at March 31, 2008, compared with $2.46 billion at December 31, 2007. The

12 securities portfolio was 23.7% of total assets at March 31, 2008, compared with

13 20.8% of total assets at December 31, 2007.

14 Total deposits increased by 3.9% to $8.08 billion at March 31, 2008, from $7.78billion at December 31, 2007. The average cost of deposits for the quarter ended

15 March 31, 2008 was 3.28%, a decrease of 37 basis points, from 3.65% for the quarter

16ended December 31, 2007. The cost of deposits at March 31, 2008 was 2.86%,reflecting management’s continued focus on disciplined deposit pricing of our

17 deposit generation strategy.

18 (Emphasis in original).

19 18. On May 9, 2008, UCBH filed its Quarterly Report with the SEC on Form 10-Q for

20the 2008 fiscal first quarter. The Company's 10-Q was signed by Defendant Wu and reaffirmed the

2122 Company's financial results previously announced on April 24, 2008. The Company’s 10-Q also

23 contained Sarbanes-Oxley required certifications, signed by Defendant Wu, who certified:

24 1. I have reviewed this quarterly report on Form 10-Q of UCBH Holdings, Inc.;

25 2. Based on my knowledge, this report does not contain any untrue statement

26of a material fact or omit to state a material fact necessary to make the


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1 statements made, in light of the circumstances under which such statements

2 were made, not misleading with respect to the period covered by this report;

3 3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects the

4 financial condition, results of operations and cash flows of the registrant as

5 of, and for, the periods presented in this report;

6 4. The registrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined

7 in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and

8 15d-15(f)) for the registrant and have:

9 (a) Designed such disclosure controls and procedures, or caused such

10 disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the

11 registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in

12 which this report is being prepared;

13(b) Designed such internal control over financial reporting, or caused

14 such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the

15 reliability of financial reporting and the preparation of financial

16statements for external purposes in accordance with generallyaccepted accounting principles;

17(c) Evaluated the effectiveness of the registrant’s disclosure controls and

18 procedures and presented in this report our conclusions about the

19effectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation; and

20(d) Disclosed in this report any change in the registrant’s internal control

21 over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case

22 of an annual report) that has materially affected, or is reasonably

23 likely to materially affect, the registrant’s internal control overfinancial reporting; and

24

5. The registrant’s other certifying officer(s) and I have disclosed, based on our

25 most recent evaluation of internal control over financial reporting, to the

26registrant’s auditors and the audit committee of the registrant’s board of


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1 directors (or persons performing the equivalent functions):

2 (a) All significant deficiencies and material weaknesses in the design or

3 operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,

4 process, summarize and report financial information; and

5 (b) Any fraud, whether or not material, that involves management or

6 other employees who have a significant role in the registrant’sinternal control over financial reporting.

719. On July 24, 2008, UCBH issued a press release entitled, “UCBH HOLDINGS, INC.

89 REPORTS SECOND QUARTER 2008 FINANCIAL RESULTS.” Therein, the Company,

10 in relevant part, stated:

11 Earnings of $7.7 Million for the Second Quarter of 2008Strong Net Interest Income Growth of 15.8% Driven by Increase in Net Interest Margin

12 Strong Deposit Growth of 30.3% Annualized on a Linked Quarter Basis

13 Loan Loss Provision of $32.6 Million for the Second Quarter of 2008

14 SAN FRANCISCO, July 24, 2008 – UCBH Holdings, Inc. (NASDAQ: UCBH), theholding company of United Commercial Bank (UCBTM or the “Bank”), today

15 reported second quarter 2008 net income of $7.7 million, compared with $28.2

16million in the second quarter of 2007. The fully diluted earnings per share were$0.07, compared with $0.27 in the second quarter of 2007. The decrease was

17 attributable primarily to an increased loan loss provision of $32.6 million recordedin the second quarter of 2008. The loan loss provision was related to higher net

18 charge-offs, strong loan growth in the second quarter, and an increase in the loan loss

19reserve ratio. Included in the second quarter 2008 noninterest income was a $10.9million write-down related to our U.S. Government-sponsored Enterprise (“GSE”)

20 preferred stock, the residual tranche of the Bank’s CMBS securitization and acollateralized debt obligation (“CDO”).

21Chairman, President and Chief Executive Officer, Thomas S. Wu said, “While the

22 banking environment remained challenging in the second quarter, we were pleased

23 with the improvements in several of our key financial metrics including strong coreearnings growth. While our diluted earnings per share were $0.07 for the second

24 quarter of 2008, our core earnings per share would have been $0.14 without theeffect of the accounting rules adjustment, which governs the recording of other than

25 temporary impairment charges. Strong growth in deposits, while managing down

26deposit costs, has resulted in an improving trend in net interest income. We chargedoff a significant portion of our problem residential construction credits and continued


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1 to build our reserve ratio. Management is very focused on monitoring and managing

2 our entire loan portfolio, and we believe we have a solid understanding of potential

problem areas and our ability to manage our exposure. We are encouraged by the

3 lower loan loss provision for the second quarter compared with the first quarter andanticipate the trend to continue for the remainder of the year. Finally, our fee income

4 continues to exhibit strong growth.

5 “During the quarter, we raised $135 million in additional capital through the

6 successful sale of a convertible preferred stock issue. This transaction served tostrengthen our already well-capitalized position and allows us to continue expanding

7 customer relationships. We are working with China Minsheng Banking Corp. toclose the second phase of its investment in UCBH, which is expected to be

8 completed before year-end 2008.

9 “We are cautious about the U.S. economic outlook in the second half of 2008;

10 however, we are confident in our Company’s financial position and our ability tomove forward diligently in implementing our business strategy and improving

11 profitability,” concluded Mr. Wu.

12 Second Quarter 2008 Business Highlights

13• In June 2008, UCBH’s capital position was further strengthened with

14 $135 million in new capital from the completion of its offering of135,000 shares of 8.50% Non-Cumulative Perpetual Convertible

15 Series B Preferred Stock (“Preferred Stock”).

•16 In June 2008, UCBH opened a new full-service branch in SanMarino, California, further strengthening and expanding UCB’s

17 presence in the San Gabriel Valley of the Southern California market.

18 Second Quarter 2008 Financial Summaries

19 Second quarter net income was $7.7 million, compared with $28.2 million reported

20 in the corresponding period of last year. Diluted earnings per common share for thesecond quarter of 2008 totaled $0.07, compared with $0.27 in the corresponding

21 quarter of the prior year.

22 Net interest income on a fully taxable-equivalent basis, before provision for loan

23 losses, rose 17.3% to $94.4 million from $80.5 million in the second quarter of 2007.This increase was due to organic balance sheet growth and the acquisitions of The

24 Chinese American Bank (“CAB”) in May 2007 and United Commercial Bank(China) Limited (“UCBC”) in December 2007.

25

26The net interest margin on a tax equivalent basis was 3.17% for the second quarter


28 13

1 of 2008, a 13 basis point increase from the 3.04% net interest margin for the first

2 quarter of 2008, and an 18 basis point decrease from 3.35% for the second quarter

of 2007. The 13 basis point net interest margin improvement from 3.04% in the first

3 quarter of 2008 was primarily due to lower funding costs.

4 Noninterest income was ($1.3) million for the second quarter of 2008, comparedwith $9.9 million noninterest income for the corresponding quarter of 2007. Included

5 in the second quarter 2008 noninterest income was a $10.9 million write-down

6 related to our GSE preferred stock, the residual tranche of the Bank’s CMBSsecuritization and a CDO. In addition, the Company reported significantly lower

7 gains on the sale of multifamily and commercial real estate loans and securities salesdue to the current economic and market conditions. These declines were partially

8 offset by the increase in commercial banking fees and service charges on deposits,

9 reflecting the strong growth in deposit accounts organically, increases in trade

finance business, and the acquisitions of CAB and UCBC.

10Noninterest expense rose 14.6% to $49.1 million, from $42.8 million in the second

11 quarter of 2007. This increase was primarily the result of increased personnel costs

12and occupancy expenses related to the acquisitions of CAB and UCBC in 2007.

13 The effective tax rate was 5.7% for the second quarter ended June 30, 2008,compared with 35.5% for the second quarter of 2007. The lower effective tax rate

14 was primarily due to the tax benefit from tax-exempt income and tax credits.

15 Credit Quality

16• The slight increase in nonperforming assets is primarily associated

17 with the previously identified residential construction loan portfolioin distressed areas in California.

18 • The provision for loan losses was $32.6 million for the second

19quarter of 2008, compared with $35.1 million for the first quarter of2008, and $2.1 million for the second quarter of 2007.

•20 Net loan charge-offs were $26.2 million for the second quarter of2008, or 1.23% annualized, compared with net loan charge-offs of

21 $12.3 million, or 0.60% annualized, in the first quarter of 2008, and$1.4 million, or 0.07% annualized, in the second quarter of 2007.

22 •Nonperforming assets were $200.0 million, or 1.55% of total assets,

23 at June 30, 2008, compared with $185.1 million, or 1.45% of totalassets at March 31, 2008, and $57.0 million, or 0.48% of total assets,

24 at December 31, 2007. The increase in nonperforming assetscontinued to reflect further deterioration in the appraised values of

25 certain residential construction loans in distressed areas.

•26

The ratio of allowance for loan losses to loans held in portfolio was


28 14

1 1.26% at June 30, 2008, compared with 1.25% at March 31, 2008,

2 and 1.03% at December 31, 2007. The ratio of the allowance for loan

losses and the reserve for unfunded commitments to loans held in

3 portfolio excluding cash secured loans was 1.37% at June 30 andMarch 31, 2008, compared to 1.13% at December 31, 2007.

4

5 Capital Management

6 Stockholders’ equity was $1.17 billion at June 30, 2008, reflecting the receipt of$135 million in new capital from UCBH’s issuance of 135,000 shares of Preferred

7 Stock in June 2008. Period-end assets were $12.87 billion. The Tier I risk-basedcapital ratio of the Company was 10.40% at June 30, 2008, compared with 8.51 % at

8 December 31, 2007. The total risk-based capital ratio was 12.81% as of June 30,

92008, compared with 10.76% at December 31, 2007. The Company’s capital ratiosexceed regulatory requirements and continue to be categorized as “well capitalized.”

10 The Bank’s capital ratios approximate those of the Company and are also categorizedas “well capitalized.”

11

12Balance Sheet Highlights

13 Total loans increased by 7.9%, to $8.64 billion at June 30, 2008, from $8.01 billionat December 31, 2007. The increase in loans reflect continued strong loan

14 originations.

15 Commercial business loans increased by 12.5% to $2.34 billion at June 30, 2008,

16 from $2.08 billion at December 31, 2007. All of the commercial business loangrowth during the second quarter was through organic growth. Construction loans

17 increased by 13.4% to $1.89 billion at June 30, 2008, from $1.67 billion at December31, 2007, primarily due to drawdowns from existing loan commitments. Commercial

18 real estate loans increased by 3.4% to $2.58 billion at June 30, 2008, from $2.49

19billion at December 31, 2007. Multifamily real estate loans increased by 7.2% to$1.27 billion at June 30, 2008, from $1.19 billion at December 31, 2007.

20New loan originations of $826.5 million for the second quarter of 2008 were

21 comprised of $758.0 million of commercial loans and $68.5 million of consumerloans. Commercial business loan originations were $259.0 million in the second

22 quarter of 2008. Construction loan originations were $186.1 million in the second

23 quarter of 2008, with the majority from New York and Seattle. Commercial realestate loan originations were $167.4 million in the second quarter of 2008.

24The average loan yield decreased to 6.38% for the quarter ended June 30, 2008 from

25 7.75% for the quarter ended December 31, 2007, primarily as a result of the recent

26Fed Funds rate cuts.


28 15

1 The securities portfolio, including available for sale and held to maturity, was $2.77

2 billion at June 30, 2008, compared with $2.46 billion at December 31, 2007. The

securities portfolio was 21.5% of total assets at June 30, 2008, compared with 20.8%

3 of total assets at December 31, 2007.

4 Total deposits increased by 11.7% to $8.69 billion at June 30, 2008, from $7.78billion at December 31, 2007. The average cost of deposits for the quarter ended

5 June 30, 2008 was 2.71%, a decrease of 94 basis points, from 3.65% for the quarter

6 ended December 31, 2007. The cost of deposits at June 30, 2008 was 2.51%,reflecting management’s continued focus on disciplined deposit pricing of our

7 deposit generation strategy and recent Fed Funds rate cuts.

8 In conformity with Statement of Financial Accounting Standards No. 142 “Goodwill

9 and Other Intangible Assets”, the Company is evaluating the goodwill associated

with our domestic and international banking units. We anticipate the evaluation to

10 be completed prior to the filing of our report on Form 10-Q for the second quarterof this year.


13 20. On August 11, 2008, UC13H filed its Quarterly Report with the SEC on Form 10-Q

14 for the 2008 fiscal second quarter. The Company's 10-Q was signed by Defendants Wu and On, and

15 reaffirmed the Company's financial results previously announced on July 24, 2008. The Company’s

16 10-Q also contained Sarbanes-Oxley required certifications, signed by Defendants Wu and On,17

substantially similar to the certifications contained in ¶18, supra.18

1921. On October 23, 2008, UC13H issued a press release entitled, “UC13H HOLDINGS,

20 INC. REPORTS THIRD QUARTER 2008 FINANCIAL RESULTS.” Therein, the Company, in

21 relevant part, stated:

22 • Net Income of $0.00 Per Share Reflects Higher Loan Loss Provision and Previously

23 Announced Other Than Temporary Impairments on GSE Securities• Year-to-date Net Interest Income Grew 11.5%

24 • Year-to-date Loans Outstanding Grew 10.7%, or 10.1% Annualized, from the Prior Quarter• Credit Reserve Build of $11.1 Million

25 • Year-to-date Deposits Grew 9.6%

26• Strong Capital with Total Risk-based Capital at 12.5%


28 16

1 SAN FRANCISCO, October 23, 2008 – UCBH Holdings, Inc. (NASDAQ: UCBH),

2 the holding company of United Commercial Bank (UCBä or the “Bank”), today

reported a net loss of $493,000, or $0.00 per share, for the third quarter 2008,

3 compared with net income of $30.8 million for the third quarter of 2007. As UCBHbegan paying dividends on the convertible preferred stock issued in June 2008, fully

4 diluted net income available to common per share was $(0.03), compared with $0.29diluted earnings per share in the third quarter of 2007. Also reflected in the net loss

5 was a loan loss provision of $43.2 million and a $17.8 million write-down related to

6 U. S. Government-sponsored Enterprise (“GSE”) preferred stocks, partially offset bya $9.0 million tax benefit.

7Chairman, President and Chief Executive Officer, Thomas S. Wu said, “The banking

8 industry experienced an unprecedented market environment in the third quarter, and

9 with net income of $0.00 per share, UCBH in essence reported a breakeven quarter

after making a larger than anticipated loan loss provision of $43.2 million and

10 writing down our GSE preferred stock investment by $17.8 million. Our net incomeper share would have been $0.07 per share without the effect of the GSE preferred

11 stock investment write-down. We charged off a significant portion of our problemresidential construction credits and continued to build our reserve ratio, which we

12 believe is a prudent move given our experience in the third quarter. Management

13 continues to be focused on deposit generation and was successful in keeping depositcosts below the second quarter levels. Our fee income continued to exhibit strong

14 growth during the quarter.

15 “We anticipate closing the second phase of China Minsheng Banking Corp., Ltd.’s

16(“Minsheng”) investment in UCBH in the upcoming weeks, and we plan toparticipate in the Department of the Treasury’s Capital Purchase Program. As a

17 result, UCBH’s capital ratios will be in the top quartile of U.S. peer banks, whichwill put us in a very strong position to grow our balance sheet and profitability in the

18 future as we move beyond this point in the credit cycle.

19 “Our earnings power remained strong in the third quarter, as a result of good loan

20 and fee income growth. While we remain cautious in the coming quarters, weanticipate minimal other than temporary impairment charges on our investment

21 portfolio, and therefore, a profitable fourth quarter and full year 2008.”

22 Third Quarter 2008 Highlights

23• Business momentum continued to be strong.

24 § Year-to-date net interest income up 11.5%.§ Total loans up 10.7% from December 2007.

25 • Provision for loan losses, net of tax effect ($0.18 per share), resulting

26in a reserve build in the allowance for loan losses, totaling $11.1


28 17

1 million.

2• Previously announced other than temporary impairment charges for

GSE preferred stock investment totaling $17.8 million.

3 • United Commercial Bank (China) Limited (“UCBC”) added $6.2million to earnings in the first nine months of inclusion in UCBH’s

4 consolidated results of operations.• Income tax benefit of $9.0 million arising from the impact of

5 tax-exempt bonds, low-income housing credits, and net interest

6 deduction.• Capital ratios remain strong and exceed the regulatory capital

7 requirements for “well capitalized.”

8 2008 Corporate Development Updates

9•The second phase closing of Minsheng’s investment in UCBH is

10 expected shortly, pending final approval from China’s StateAdministration of Foreign Exchange.

11 • Plan to participate in the Department of the Treasury’s CapitalPurchase Program to better position UCBH for future growth and

12 acquisitions.

•13 Participation in the FDIC Expanded Deposit Insurance fornoninterest-bearing deposits greater than $250,000.

14 • UCB Hong Kong branch deposits are now 100% guaranteed by theHong Kong Government as announced by the Hong Kong Monetary

15 Authority on October 14, 2008.

16Third Quarter 2008 Financial Summary

17The third quarter net loss was $493,000, compared with net income of $30.8 million

18 reported in the corresponding period of last year. Net income available to common

19per share was $(0.03) for the third quarter of 2008, compared with diluted earningsper share of $0.29 in the corresponding quarter of the prior year.

20Net interest income, before provision for loan losses, rose 6.7% to $89.5 million,

21 from $83.9 million in the third quarter of 2007. This increase was due to organic

22balance sheet growth as well as the acquisition of UCBC in December 2007.

23 The net interest margin on a tax equivalent basis was 3.05% for the third quarter of2008, a 12 basis point decrease from the 3.17% net interest margin for the second

24 quarter of 2008, and a 39 basis point decrease from 3.44% for the third quarter of2007.

25

26Noninterest income (loss) was $(3.8) million for the third quarter of 2008, compared


28 18

1 with $10.8 million for the corresponding quarter of 2007. Included in the third

2 quarter 2008 noninterest income was a $4.8 million gain on the sale of

available-for-sale investment securities and higher service charges on deposits;

3 however, noninterest income levels were significantly offset by the $17.8 millionwrite-down of GSE preferred stocks.

4Noninterest expense for the third quarter of 2008 rose 19.3% to $52.0 million, from

5 $43.6 million in the third quarter of 2007. This increase was primarily the result of

6 increased personnel costs and occupancy expenses related to the acquisition ofUCBC in 2007.

7We recognized a $9.0 million income tax benefit on our third quarter 2008 pretax

8 loss, compared to the $463,000 income tax provision on pretax income for the

9 second quarter of 2008. The income tax benefit was primarily caused by a significant

decrease in pretax income during the third quarter of 2008, resulting in items such

10 as tax-exempt interest income, low-income housing credits, UCBC income taxed ata lower rate, and California net interest deduction having a relatively greater impact

11 to the effective income tax rate.

12 Year-to-date September 30, 2008 Financial Summary

13Total net interest income before provision for loan losses for the nine-month period

14 ended September 30, 2008 was $263.8 million, representing an increase of $27.3million, or 11.5% over the $236.5 million reflected in the nine-month period ended


16Noninterest income (loss) was $(1.5) million for the nine-month period ended

17 September 30, 2008, compared to noninterest income of $33.2 million for thenine-month period ended September 30, 2007. However, without the $32.5 million

18 other than temporary impairment charge, noninterest income would have been $30.9

19million for the nine-month period ended September 30, 2008.

20 Noninterest expense for the nine months ended September 30, 2008 was $149.6million, representing a $19.3 million, or 14.8% increase over the nine months ended

21 September 30, 2007. Personnel expense increased by $14.9 million, or 20.7% from2007 levels, due primarily to higher staffing levels from UCBC. Our efficiency ratio

22 for the third quarter of 2008, after adjusting for the impact of the $17.8 million other

23 than temporary impairment charges on the GSE preferred stock investments, was50.2%, which compares to 45.99% for the comparable period of 2007.

24We recognized a $7.7 million income tax benefit on pretax income for the

25 nine-month period ended September 30, 2008, which was composed primarily of the

26tax benefit from tax-exempt bonds, low-income housing credits, UCBC income taxed


28 19

1 at a lower rate, and California net interest deduction having significant impact to theeffective income tax rate.

2

3 Credit Quality

4 • The provision for loan losses was $43.2 million for the third quarterof 2008, compared with $32.6 million for the second quarter of 2008,

5 and $3.0 million for the third quarter of 2007. The provision for loanlosses was $110.9 million for the nine months ended September 30,

6 2008, compared with $6.2 million for the nine months ended

7 September 30, 2007.• Net loan charge-offs were $31.1 million for the third quarter of 2008,

8 or 1.40% annualized, compared with net loan charge-offs of $26.2million, or 1.24% annualized, in the second quarter of 2008, and $2.3

9 million, or 0.12% annualized, in the third quarter of 2007. Net loan

10charge-offs were $69.6 million for the nine months ended September30, 2008, compared with $5.4 million for the nine months ended

11 September 30, 2007.• The increase in nonperforming assets is primarily associated with the

12 previously identified residential construction loan portfolio indistressed areas in California.

13 •Nonperforming assets were $251.6 million, or 1.93% of total assets,

14 at September 30, 2008, compared with $200.0 million, or 1.55% oftotal assets at June 30, 2008, and $57.0 million, or 0.48% of total

15 assets, at December 31, 2007. The increase in nonperforming assetscontinued to reflect further deterioration in the appraised values of

16 certain residential construction loans in distressed areas.

•17

The ratio of allowance for loan losses to loans held in portfolio was1.36% at September 30, 2008, compared with 1.26% at June 30,

18 2008, and 1.03% at December 31, 2007. The ratio of the allowancefor loan losses and the reserve for unfunded commitments to loans

19 held in portfolio, excluding cash secured loans, was 1.48% at

20September 30, 2008 and 1.37% at June 30, 2008, compared to 1.13%at December 31, 2007.

•21

The Company has provided $413 million in provision for loan lossesin excess of net charge-offs for the nine-month period ended



24Stockholders’ equity was $1.15 billion at September 30, 2008. Period-end assets

25 were $13.04 billion. The Tier I risk-based capital ratio of the Company was 10.05%at September 30, 2008, compared with 8.51% at December 31, 2007. The total

26 risk-based capital ratio was 12.51% as of September 30, 2008, compared with


28 20

1 10.76% at December 31, 2007. These ratios have increased during 2008, as a resultof Minsheng’s initial investment in UCBH in March 2008, as well as UCBH’s

2 convertible preferred stock offering, which was completed in June 2008. The

3 Company’s capital ratios exceed regulatory requirements and continue to be

categorized as “well capitalized.” The Bank’s capital ratios approximate those of the

4 Company and are also categorized as “well capitalized.”

5 The second phase closing of Minsheng’s investment in UCBH is expected shortly.The inclusion of the second phase investment proceeds on our capital position at

6 September 30, 2008 would result in the following pro forma capital ratios:

7***


9

10Total loans increased by 10.7% to $8.86 billion at September 30, 2008, from $8.01billion at December 31, 2007.

11Commercial business loans increased by 21.1% to $2.52 billion at September 30,

12 2008, from $2.08 billion at December 31, 2007. All of the commercial business loangrowth during the third quarter was through organic growth. Construction loans

13 increased by 16.6% to $1.94 billion at September 30, 2008, from $1.67 billion at

14 December 31, 2007, primarily due to drawdowns from existing loan commitments.Commercial real estate loans increased by 5.9% to $2.64 billion at September 30,

15 2008 compared to $2.49 billion at December 31, 2007. Multifamily real estate loanswere $1.19 billion at both September 30, 2008 and December 31, 2007.

16

17New loan originations of $667.4 million for the third quarter of 2008 were comprisedof $623.5 million of commercial loans and $43.9 million of consumer loans.

18 Commercial business loan originations were $194.2 million in the third quarter of2008. Construction loan originations were $95.0 million in the third quarter of 2008,

19 with the majority from New York and Seattle. Commercial real estate loan

20originations were $334.3 million in the third quarter of 2008. Of the $667.4 millionin new loan originations, $212 million were originated from our Greater China

21 region.

22 The average loan yield decreased to 6.12% for the quarter ended September 30,2008, from 7.75% for the quarter ended December 31, 2007, primarily as a result of

23 the recent Fed Funds rate cuts.

24The investment securities portfolio, including available for sale and held to maturity,

25 was $2.73 billion at September 30, 2008, compared with $2.46 billion at December31, 2007. The investment securities portfolio was 21.0% of total assets at September

26 30, 2008, compared with 20.8% of total assets at December 31, 2007.


28 21

1 Total deposits increased by 9.6% to $8.53 billion at September 30, 2008, from $7.78billion at December 31, 2007. The average cost of deposits for the quarter ended

2 September 30, 2008 was 2.60%, a decrease of 105 basis points, from 3.65% for the

3 quarter ended December 31, 2007. The cost of deposits at September 30, 2008 was

2.61%, reflecting management’s continued focus on disciplined deposit pricing of

4 our deposit generation strategy and the impact of the recent Fed Funds rate cuts.

5 In accordance with our annual review policy, the Company is evaluating thegoodwill associated with our domestic and international banking units. We anticipate

6 the evaluation, which is being conducted in conformity with Statement of Financial

7 Accounting Standards No. 142 “Goodwill and Other Intangible Assets”, to becompleted prior to the filing of our report on Form 10-Q for the third quarter of this

8 year.


10 22. On October 27, 2008, UCBH issued a press release entitled, “UCBH Holdings, Inc.

11Receives Preliminary Approval to Participate in the U.S. Treasury's Capital Purchase Program.”

1213 Therein, the Company, in relevant part, stated:

14 SAN FRANCISCO--(BUSINESS WIRE)--Oct. 27, 2008--UCBH Holdings, Inc.(NASDAQ:UCBH), the holding company of United Commercial Bank (UCB(TM)),

15 today announced that on October 24, 2008, it has received preliminary approval foran investment of $298 million from the U.S. Department of the Treasury (the

16 "Treasury") to participate in its Capital Purchase Program (the "Program"), the

17proceeds of which will dramatically strengthen the Company's already strong capitalposition. UCBH's total risk-based capital ratio of 12.5% as of September 30, 2008,

18 which is well above the regulatory requirements of 10.0% for "well capitalized"banks, would increase to 15.0% with the inclusion of this new capital.

19"This is an enormous statement of confidence and demonstrates that we are a healthy

20 financial organization that can help support the U.S. financial markets in this time

21 of economic turmoil," said Thomas S. Wu, Chairman, President and Chief ExecutiveOfficer of UCBH Holdings, Inc. "It is indeed a testament to the strength, safety and

22 soundness of our Company. We intend to put these proceeds to good use for ourcustomers and shareholders. We plan to deploy the funds to support loan growth, to

23 provide a measure of support against uncertainty in the credit markets and to position

24 UCBH for additional market opportunities."

25 The Capital Purchase Program is designed to encourage healthy U.S. financialinstitutions to build capital to increase the flow of financing to U.S. businesses and

26 consumers and to support the U. S. financial system. Under the Program, the Treasury


28 22

1 will purchase up to $250 billion of senior preferred shares of qualified U.S.controlled financial institutions. Financial institutions must voluntarily apply to

2 participate, but the Treasury determines the eligibility and allocations for qualifying

3 institutions.

4 23. On November 11, 2008, UCBH filed its Quarterly Report with the SEC on Form

5 10-Q for the 2008 fiscal third quarter. The Company's 10-Q was signed by Defendants Wu and On,

6 and reaffirmed the Company's financial results previously announced on October 23, 2008. The

7Company’s 10-Q also contained Sarbanes-Oxley required certifications, signed by Defendants Wu

8and On, substantially similar to the certifications contained in ¶18, supra.

9

1024. On November 14, 2008, UCBH issued a press release entitled, “UCBH Holdings,

11 Inc. Raises $298.7 Million in New Capital Through the U.S. Treasury's Capital Purchase Program.”

12 Therein, the Company, in relevant part, stated:

13 SAN FRANCISCO, Nov 14, 2008 (BUSINESS WIRE) -- UCBH Holdings, Inc.

14 (NASDAQ:UCBH), the holding company of United Commercial Bank (UCB(TM)),today announced that on November 14, 2008, UCBH issued to the United States

15 Department of the Treasury (the "Treasury"), in exchange for aggregateconsideration of $298.7 million, a total of 298,737 shares of Series C Fixed-Rate

16 Cumulative Perpetual Preferred Stock (the "Series C Preferred Stock") with a $0.01

17par value and a $1,000 per share liquidation preference, and a Warrant (the"Warrant") to purchase up to 7,847,732 shares of UCBH's Common Stock at an

18 exercise price of $5.71. The $298.7 million in new capital dramatically strengthensthe Company's already strong capital position. The proceeds will be treated as Tier

19 1 capital, and UCBH's total risk-based capital ratio of 12.5% as of September 30,2008, which is well above the regulatory requirements of 10.0% for "well

20 capitalized" banks, would increase to 15.0% with the inclusion of this new capital.

21The Series C Preferred Stock will pay cumulative dividends at a rate of 5% per

22 annum for the first five years and 9% per annum thereafter. The Series C PreferredStock cannot be redeemed during the first three years after issuance except with the

23 proceeds from a "Qualified Equity Offering." Thereafter, UCBH may elect to redeem

24 the Series C Preferred Stock at the original purchase price plus accrued but unpaiddividends, if any. The related Warrant expires in ten years and is immediately

25 exercisable upon its issuance.

26 "We are very pleased to participate in the second round of the Treasury's Capital


28 23

1 Purchase Program, which demonstrates that UCBH is a healthy financial institutionthat can help stimulate the U.S. economy and strengthen confidence in the U.S.

2 banking system," said Thomas S. Wu, Chairman, President and Chief Executive

3 Officer of UCBH Holdings, Inc. "We plan to deploy the capital to support lending

activities and to position UCBH for additional market opportunities."

425. The statements contained in ¶¶17-24, were materially false and/or misleading when

56 made because defendants failed to disclose or indicate the following: (1) that loan terms were

7 inappropriately modified, including the extension of terms, the lowering of interest rates, and the

8 improper use of interest reserve accounts, to delay negative consequences; (2) that the Company had

9 delayed the recognition of risk rating downgrades and specific reserves; (3) that the Defendants

10 misrepresented the credit risk of the Company’s loan portfolio; (4) that the Company failed to

11properly reserve for loan losses and record impairment losses on non-performing loans and other

1213 real estate owned; (5) that Defendants misstated the Company’s loan loss provision and related

14 allowance, including charge-offs and the resulting change in non-performing loan levels, and to

15 other real estate owned expense; (6) that the Company’s financial results were not prepared in

16 accordance with GAAP; (7) that the Company lacked adequate internal and financial controls; and

17 (8) as a result of the above, the Company's financial statements were overstated and materially false

18and misleading at all relevant times.

19

20The Truth Begins To Emerge

21 26. On January 22, 2009, UCBH issued a press release entitled, “UCBH HOLDINGS,

22 INC. REPORTS FOURTH QUARTER 2008 FINANCIAL RESULTS.” Therein, the Company, in

23 relevant part, stated:

24SAN FRANCISCO, January 22, 2009 – UCBH Holdings, Inc. (NASDAQ: UCBH),

25 the holding company of United Commercial Bank (UCBä or the “Bank”), todayreported a net loss of $0.51 per share. The loss in the quarter reflects a loan loss

26 provision of $112.1 million and a $10.7 million write-down related to three pooled


28 24

1 bank trust preferred securities, partially offset by a $50.1 million tax benefit.Excluding the effect of the securities write-down, the net loss would have been $0.39

2 per share.

3 Fourth Quarter 2008 Highlights

4• Deposit growth for the fourth quarter was strong at 5.13%, or 20.52%

5 annualized. This strong growth drove the loan-to-deposit ratio downto 94.6% at year-end, further enhancing our already strong liquidity

6 position.

7 • Capital was further strengthened to a very strong level with a totalrisk-based capital ratio at 15.49%.

8 • Allowance for loan losses was at a strong 2.20% of loans held inportfolio. Provisions for loan losses for the quarter were $112.1

9 million, adding $70.2 million to the allowance for loan losses.

•10

Despite the economic slowdown, the Company continues to originateloans, focused on prudent underwriting within strict credit guidelines

11 with $353 million in new loan originations.• Our Greater China operations experienced good growth in loans and

12 deposits, with $11.3 million in net contribution to our bottom line.

13 Full Year 2008 Highlights

14• Net interest income before provision for loans losses increased

15 4.18%, despite the challenging current economic environment and theFed Funds rate cuts since Q3 2007.

16 • Total deposits were $8.97 billion at December 31, 2008, a growth of

1715.24%, compared to $7.78 billion at December 31, 2007.

• Total loans were $8.67 billion at December 31, 2008, a growth of

18 8.26%, compared to $8.01 billion at December 31, 2007.• Fee income, including commercial banking fee and service fee

19 income, was up 7.4% year over year.

•20

Provision for loan losses for the year was $222.9 million, adding$109.7 million to the allowance for loan losses.

•21 Capital raises for the year include $135 million from a public offeringof preferred stock in June, $298.7 million from the Treasury

22 Department’s Capital Purchase Program in November, and proceedsof $95.7 million in March and $29.9 million in December from China

23 Minsheng Banking Corp., Ltd.’s two investments in UCBH.

24Chairman, President and Chief Executive Officer Thomas S. Wu said, “Our fourth

25 quarter results continue to reflect the unprecedented challenging economicconditions that have affected the industry. In light of the continuing deterioration of

26 the market conditions, we continued our ongoing review of our construction loan


28 25

1 portfolio, as well as conducted our comprehensive review during the quarter, whichwas completed in January 2009.

2

3 “Although the 2008 operating environment was very difficult, which led to increased

loan loss provisioning, we are pleased with our deposit and loan growth as well as

4 the continued build-up of our capital position. While we anticipate the economicenvironment to remain challenging in 2009, we are very optimistic about the future

5 profitability growth of UCBH,” concluded Mr. Wu.

6 Fourth Quarter 2008 Financial Summary

7 The fourth quarter net loss was $53.7 million. The loss per share was $0.51 for the

8 fourth quarter of 2008.

9 Net interest income, before provision for loan losses, decreased 16.04% to $72.3

10million, from $86.1 million in the fourth quarter of 2007. The decrease was primarilydue to the decrease in the net interest margin resulting from the Fed Funds rate cuts

11 since Q3 2007 and the reversal of $9.3 million, equal to 31 basis points, in loaninterest income for nonaccrual loans during the fourth quarter of 2008.

12The net interest margin on a tax equivalent basis was 2.44% for the fourth quarter of

13 2008, a 61 basis point decrease from the 3.05% net interest margin for the third

14 quarter of 2008, and a 95 basis point decrease from 3.39% for the fourth quarter of2007.

15Noninterest income was $3.1 million for the fourth quarter of 2008, compared with

16 a noninterest loss of $2.1 million for the corresponding quarter of 2007. Included in

17the fourth quarter 2008 noninterest income was a $2.2 million foreign exchange gainand a $10.7 million other than temporary impairment on three pooled bank trust

18 preferred securities. The loss in the fourth quarter of 2007 was primarily attributableto an $11.6 million write-down on two REIT-backed CDOs.

19

20Noninterest expense for the fourth quarter of 2008 rose 23.61% to $59.3 million,from $47.9 million in the fourth quarter of 2007. This increase was primarily due to

21 $2.8 million of expenses related to UCBC, which was acquired in December 2007,increase in other real estate owned (“OREO”) expenses of $4.4 million and increase

22 in the FDIC insurance premium of $1.7 million.

23 We recognized a $42.3 million income tax benefit on our fourth quarter 2008 pretax

24 loss, compared to the $5.8 million income tax provision on pretax income for thefourth quarter of 2007. The income tax benefit was primarily caused by the pretax

25 loss for the fourth quarter of 2008 and tax-exempt interest income and low-incomehousing credits.

26


28 26

1 Full Year 2008 Financial Summary

2 Net interest income before provision for loan losses for the year ended December 31,

3 2008, increasedby $13.5 million, or 4.18%, to $336.1 million, compared with $322.6

million for the year 2007.

4Noninterest income was $8.9 million for the year ended December 31, 2008,

5 compared to noninterest income of $30.7 million for the year 2007. However,without the $43.1 million other than temporary impairment charge, noninterest

6 income would have been $52.1 million for the year ended December 31, 2008, or

7 23.3% increase.

8 Noninterest expense for the year ended December 31, 2008 was $216.3 million,representing a $38.5 million, or 21.67%, increase over the year ended December 31,

9 2007. The increase was due primarily to increases in personnel expense, the FDIC

10insurance assessment, and higher OREO expenses. The increase in noninterestexpense includes $6.4 million of full year expenses related to UCBC, which was

11 acquired in December 2007. Our efficiency ratio for 2008, after adjusting for theimpact of the $43.1 million other than temporary impairment charges on investment

12 securities and $7.1 million of OREO expenses, was 53.91%, which compares to

1348.58% for the comparable period of 2007.

14 We recognized a $50.0 million income tax benefit on pretax income for the yearended December 31, 2008. The income tax benefit was primarily caused by the

15 pretax loss for 2008 and tax-exempt interest income and low-income housing credits.

16 Credit Quality

17•The provision for loan losses was $112.1 million for the fourth

18 quarter of 2008, compared with $43.2 million for the third quarter of2008, and $14.0 million for the fourth quarter of 2007. The provision

19 for loan losses was $222.9 million for the year ended December 31,

202008, compared with $20.2 million for the year ended December 31,2007.

•21

Net loan charge-offs were $43.6 million for the fourth quarter of2008, or 1.98% annualized, compared with net loan charge-offs of

22 $31.1 million, or 1.40% annualized, in the third quarter of 2008, and$3.9 million, or 0.20% annualized, in the fourth quarter of 2007. Net

23 loan charge-offs were $113.2 million for the year ended December

24 31, 2008, compared with $9.3 million for the full year 2007.• Nonperforming assets were $433.8 million, or 3.21% of total assets,

25 at December 31, 2008, compared with $251.6 million, or 1.93% oftotal assets, at September 30, 2008, and $57.0 million, or 0.48% of

26 total assets, at December 31, 2007. The increase in nonperforming


28 27

1 assets continued to reflect further deterioration in the appraisedvalues of certain residential construction loans in distressed areas in

2 California.

3• The ratio of allowance for loan losses to loans held in portfolio was

2.20% at December 31, 2008, compared with 1.36% at September 30,

4 2008, and 1.03% at December 31, 2007. The ratio of the allowancefor loan losses and the reserve for unfunded commitments to loans

5 held in portfolio, excluding cash secured loans, was 2.32% atDecember 31, 2008 and 1.48% at September 30, 2008, compared to

6 1.13% at December 31, 2007.

7 • The Company has provided $109.7 million in provision for loanlosses in excess of net charge-offs for the year ended December 31,

8 2008.


10Stockholders’ equity was $1.45 billion at December 31, 2008. Period-end assets were

11 $13.53 billion. The Tier I risk-based capital ratio of the Company was 12.98% atDecember 31, 2008, compared with 8.51% at December 31, 2007. The total

12 risk-based capital ratio was 15.49% as of December 31, 2008, compared with10.76% at December 31, 2007. These ratios have increased during 2008 as a result

13 of Minsheng’s investments in UCBH in March and December, UCBH’s convertible

14 preferred stock offering in June, and UCBH’s participation in the Treasury’s CapitalPurchase Program in November. The Company’s capital ratios exceed regulatory

15 requirements and continue to be categorized as “well capitalized.” The Bank’scapital ratios approximate those of the Company and are also categorized as “well

16 capitalized.”

17***


19

20Total loans increased by 8.26% to $8.67 billion at December 31, 2008, from $8.01billion at December 31, 2007.

21Commercial business loans increased by 15.90% to $2.41 billion at December 31,

22 2008, from $2.08 billion at December 31, 2007. All of the commercial business loangrowth during the year was organic. Construction loans increased by 19.10% to

23 $1.98 billion at December 31, 2008, from $1.67 billion at December 31, 2007,

24 primarily due to drawdowns from existing loan commitments. Commercial realestate loans increased by 3.62% to $2.58 billion at December 31, 2008 compared to

25 $2.49 billion at December 31, 2007. Multifamily real estate loans were $1.11 billionat December 31, 2008, compared to $1.19 billion at December 31, 2007.

26


28 28

1 New loan originations of $353.3 million for the fourth quarter of 2008 werecomprised of $334.1 million of commercial loans and $19.2 million of consumer

2 loans. Commercial business loan originations were $147.9 million in the fourth

3 quarter of 2008. Construction loan originations were $77.9 million in the fourth

quarter of 2008. Commercial real estate loan originations were $108.3 million in the

4 fourth quarter of 2008.

5 The average loan yield decreased to 5.52% for the quarter ended December 31, 2008,from 7.75% for the quarter ended December 31, 2007, primarily as a result of the Fed

6 Funds rate cuts since Q3 2007 and the reversal of $9.3 million in loan interest for

7 nonaccrual loans during the fourth quarter of 2008.

8 The investment securities portfolio, including available for sale and held to maturity,was $3.24 billion at December 31, 2008, compared with $2.46 billion at December

9 31, 2007. The investment securities portfolio was 24.0% of total assets at December

1031, 2008, compared with 20.8% of total assets at December 31, 2007.

11 Total deposits increased by 15.24% to $8.97 billion at December 31, 2008, from$7.78 billion at December 31, 2007. The average cost of deposits for the quarter

12 ended December 31, 2008 was 2.64%, a decrease of 101 basis points, from 3.65%for the quarter ended December 31, 2007. The cost of deposits at December 31, 2008

13 was 2.47%, reflecting management’s continued focus on disciplined deposit pricing

14 of our deposit generation strategy and the impact of the Fed Funds rate cuts.

15 In accordance with our policy, the Company is evaluating the goodwill associatedwith our domestic and international reporting units. We anticipate the evaluation,

16 which is being conducted in conformity with Statement of Financial Accounting

17Standards No. 142 “Goodwill and Other Intangible Assets”, to be completed priorto the filing of our report on Form 10-K for 2008.

18(Emphasis in original).

19

2027. On this news, shares of UCBH declined $1.06 per share, more than 30%, to

21 close on January 23, 2009, at $2.18 per share, on unusually heavy volume.

22 28. On March 16, 2009, UCBH issued a press release entitled, “UCBH Holdings, Inc.

23 Strengthens Its Allowance for Loan Loss.” Therein, the Company, in relevant part, stated:

24SAN FRANCISCO--(BUSINESS WIRE)--Mar. 16, 2009-- UCBH Holdings, Inc.

25 (NASDAQ:UCBH), the holding company of United Commercial Bank (UCBTM),today announced that it has recorded an additional loan loss provision in its results

26 of operations for the fourth quarter and year-end 2008. The Company received


28 29

1 additional information on certain loans, subsequent to its January 22, 2009 press

2 release announcing fourth quarter and year-end 2008 results indicating that further

loan impairment may have been present as of December 31, 2008 rather than being

3 applicable to the first quarter of 2009. As a result, the Company’s 2008 AnnualReport on Form 10-K will reflect an additional loan loss provision of approximately

4 $40 million (pre-tax) in the fourth quarter 2008. This charge will increase thefull-year 2008 net loss to $76.4 million, or $0.70 per common share, from $50.1

5 million, or $0.46 per share as previously reported. For the fourth quarter 2008, the

6 charge will increase the Company’s previously reported net loss to $82.9 million or$0.76 per share, from $56.5 million or $0.51 per share. The Company has adopted

7 and will continue to enhance various measures intended to ensure that its ongoingloan loss reserves continue to be identified timely and accurately in this very volatile

8 credit market.

9 The increase in allowance for loan loss level as of December 31, 2008 has

10 strengthened the Company’s allowance to total loans ratio to 2.66% from thepreviously announced 2.20%, while the Company’s capital ratios remain relatively

11 unchanged with the revised Tier 1 risk-based capital ratio and total risk-based capitalratio at 12.77% and 15.29%, respectively. The Company’s capital ratios continue to

12 be substantially above the “well-capitalized” regulatory requirements of 6.00% for

13 Tier 1 risk-based capital and 10.00% for total risk-based capital.

14 With its strong capital and liquidity position, the Company is very well positionedto weather the current economic conditions. Additionally, the Company’s core

15 business continues to perform solidly in the first quarter of 2009, compared to the

16fourth quarter of 2008. Through February 2009, the Company is generating strongpre-tax, pre-provision earnings, which is on track to exceed fourth quarter 2008

17 pre-tax, pre-provision earnings.

18 29. On March 16, 2009, UCBH filed its Annual Report with the SEC on Form 10-K for

19 the 2008 fiscal year. The Company's 10-K was signed by Defendants Wu and On, and reaffirmed

20the Company's financial results previously announced on January 22, 2009. The Company’s 10-Q

2122 also contained Sarbanes-Oxley required certifications, signed by Defendants Wu and On,

23 substantially similar to the certifications contained in ¶18, supra. Therein, the Company, in relevant

24 part, disclosed:

25 As of December 31, 2008, management has identified a material weakness in internal

26control related to the Company’s polices and procedures for monitoring of and


28 30

1 responding to certain financial reporting risks. Specifically, the Company’s policies

2 and procedures did not provide for timely evaluation of and revision to

management’s approach for assessing credit risk inherent in the Company’s loan

3 portfolio to reflect changes in the economic environment. This material weaknessresulted in a material misstatement of the Company’s loan loss allowance and

4 provision for loan losses as of and for the year ended December 31, 2008 that hasbeen corrected prior to issuance of the Company’s 2008 consolidated financial

5 statements.

630. On April 23, 2009, UCBH issued a press release entitled, “UCBH HOLDINGS, INC.

7REPORTS FIRST QUARTER 2009 FINANCIAL RESULTS.” Therein, the Company, in relevant

89 part, stated:

10 SAN FRANCISCO, April 23, 2009 — UCBH Holdings, Inc. (NASDAQ: UCBH),the holding company of United Commercial Bank (UCBtm or the “Bank”), today

11 reported a net loss of $0.78 per share. The loss in the quarter reflects a loan lossprovision of $178.5 million, $12.6 million in nonperforming asset disposition

12 expenses, and a $5.2 million write-down primarily related to a commercial

13 mortgage-backed security (“CMBS”) and U.S. Government-Sponsored Enterprise(“GSE”) preferred stock investments, offset by $9.5 million in gains from sales of

14 available-for-sale securities and a tax benefit of $83.9 million.

15 First Quarter 2009 Highlights

16•Total core deposits grew by 2.78%, or 11.1% annualized.

17 Noninterest-bearing deposits growth for the first quarter was 1.71 %,or 6.84% annualized. Also, the growth of time deposits less than

18 $100,000 was 2.50%, or 9.98% annualized.

•19

A total of 4,750 new consumer checking accounts were openedduring the first quarter, as we continue to expand our efforts in

20 building a solid and low-cost funding base for future growth.• The net loan-to-deposit ratio for the first quarter of 2009 improved to

21 90.51 %, from the year-end ratio of 94.12%, further enhancing ourliquidity position.

22 •Provision for loan losses for the quarter was $178.5 million, adding

23 $46.1 million to the allowance for loan losses. Allowance for loanlosses was at a strong 3.30% of loans held in portfolio. The Company

24 believes that the allowance was adequate to absorb expected lossesinherent in the loan portfolio at March 31, 2009.

25 • Despite the continuing economic slowdown, the Company continues

26to originate new loans, focused on prudent underwriting within


28 31

1 conservative credit guidelines with $184.8 million in new loan

2 originations.

• Strong residential mortgage loan applications for approximately $88

3 million were generated during the first quarter, of which 84% werefor home purchases.

4 • Full year 2009 personnel expenses (salary and benefits) areforecasted to be reduced by approximately $5 million due to staffing

5 reductions during the first quarter. This effect will be recognized over

6 future quarters. During the first quarter, severance paid related to thisreduction was approximately $0.9 million. Management will continue

7 to focus on cost management during the recessionary period.• In the first quarter of 2009, the Company recognized an income tax

8 benefit of $83.9 million.

9 Chairman, President and Chief Executive Officer Thomas S. Wu said, “Ongoing

10 housing market weakness has continued to impact our residential construction loanportfolio, which was the primary driver of first quarter results. Our observations on

11 residential construction markets are mixed as some of the most distressed marketsthat impacted the Bank during 2008 appear to be showing early signs of stabilization,

12 while contiguous markets demonstrated notable deterioration in the first quarter. As

13 a result of our sharp focus on the management of the problem assets on our books,we have disposed $93.7 million of these assets during the first quarter and will

14 continue this momentum throughout the year.

15 “Although weak economic conditions have slowed overall loan production, we

16continued to generate new loans, with a focus on traditional residential lending as wedeployed the capital received under the U.S. Treasury Capital Purchase Program.

17 Our core banking operations are performing well as commercial and service feeincome was stable, and core deposit growth came in at an 11.1 % annualized rate.

18 Although we expect that the 2009 economic environment will continue to be very

19challenging, we are optimistic about the future profitability growth of UCBH,”concluded Mr. Wu.

20First Quarter 2009 Financial Summary

21The first quarter net loss available to common stockholders was $93.7 million. The

22 loss per share was $0.78 for the first quarter of 2009.

23Net interest income for the first quarter of 2009, before provision for loan losses,

24 decreased 3.44% to $69.8 million, from $72.3 million in the fourth quarter of 2008and decreased 16.0% from $83.1 million in the first quarter of 2008. The decrease

25 in the net interest income for the first quarter of 2009 compared to the fourth quarter

26of 2008 was primarily due to the 36 basis point decrease in the average loan yields


28 32

1 to 5.16% in the first quarter of 2009, compared to 5.52% in the fourth quarter of

2 2008. The average loan yields for the first quarter of 2009 decreased 178 basis

points, from 6.94% in the first quarter of 2008, primarily due to the Fed Funds rate

3 cuts during 2008.

4 The net interest margin on a tax equivalent basis was 2.35% for the first quarter of2009, a 9 basis point decrease from 2.44% for the fourth quarter of 2008, and a 69

5 basis point decrease from the 3.04% net interest margin for the first quarter of 2008.

6 The basis point decrease during the first quarter of 2009 compared to the fourthquarter of 2008 was primarily related to the increase in nonperforming loans during

7 the first quarter of 2009 and purchases of lower yield investments. Our net interestmargin on a tax equivalent basis decreased from 2.52% to 2.35% for the first quarter

8 of 2009, resulting from the reversal of interest income on nonperforming loans.

9 Compared to the first quarter of 2008, the decrease in net interest margin is primarily

due to a 200 basis point Fed Funds rate decrease since the first quarter of 2008, in

10 addition to the increase in nonperforming loans and purchase of lower yieldinvestments.

11Noninterest income was $7.3 million for the first quarter of 2009, compared with a

12 noninterest income of $5.0 million for the corresponding quarter of 2008. Included

13 in the first quarter 2009 noninterest income were $9.5 million in gains from sales ofsecurities, offset by a $5.2 million other than temporary impairment primarily related

14 to a CMBS and GSE preferred stock investments.

15 Noninterest expense for the first quarter of 2009 rose 37.14% to $68.6 million, from

16$50.0 million in the first quarter of 2008. The quarter over quarter increase wasprimarily due to an incremental $12.0 million of additional impairment and

17 write-downs and expenses related to other real estate owned (“OREO”) expenses,increase in the FDIC insurance premium of $1.9 million and increase in professional

18 service fees of $3.5 million. Excluding the OREO expenses, severance and

19professional fees associated with the review of our loan portfolio, our corenoninterest expense run rate would be approximately $54 million during the first

20 quarter of 2009.

21 We recognized an $83.9 million income tax benefit on our first quarter 2009 pretaxloss, compared to $58.8 million income tax benefit for the fourth quarter of 2008 and

22 a $0.8 million income tax provision on pretax income of $3.0 million for the first

23 quarter of 2008. The income tax benefit was primarily caused by the pretax loss forthe first quarter of 2009, and tax-exempt interest income and low-income housing tax

24 credits.

25 Credit Quality

26


28 33

1 • The provision for loan losses was $178.5 million for the first quarter

2 of 2009, compared with $152.1 million for the fourth quarter of 2008,

and $35.1 million for the first quarter of 2008. Net loan charge-offs

3 were $131.7 million for the first quarter of 2009, or 6.13%annualized, compared with net loan charge-offs of $43.6 million, or

4 1.98% annualized, in the fourth quarter of 2008, and $12.3 million,or 0.62% annualized, in the first quarter of 2008. The net loan

5 charge-offs for the first quarter of 2009 consisted primarily of

6 residential construction and commercial loans.• Nonperforming assets were $700.8 million, or 5.22% of total assets,

7 at March 31, 2009, compared with $530.8 million, or 3.93% of totalassets, at December 31, 2008. The increase in nonperforming assets

8 continued to reflect further deterioration in the appraised values of

9 certain residential construction loans. The increase in nonperforming

assets during the first quarter of 2009 was primarily in residential

10 construction and commercial real estate loans.• Sales of nonperforming loans and OREO totaled $93.7 million,

11 primarily comprised of residential construction properties located indistressed areas in California.

12 •The ratio of allowance for loan losses to loans held in portfolio was

13 3.30% at March 31, 2009, compared with 2.66% at December 31,2008. The ratio of the allowance for loan losses and the reserve for

14 unfunded commitments to loans held in portfolio, excluding cashsecured loans, was 3.47% at March 31, 2009, compared to 2.79% at

15 December 31, 2008.

16Capital Management

17Stockholders’ equity was $1.33 billion at March 31, 2009. Period-end assets were

18 $13.42 billion. The Tier 1 risk-based capital ratio of the Company was 12.18% at

19March 31, 2009, compared with 12.77% at December 31, 2008. The total risk-basedcapital ratio was 14.73% as of March 31, 2009, compared with 15.29% at December

20 31, 2008. These ratios have decreased during the first quarter of 2009, primarily dueto the net loss experienced during the first quarter. However, the Company’s capital

21 ratios well exceed regulatory requirements and continue to be categorized as “wellcapitalized.” The Bank’s capital ratios approximate those of the Company and are

22 also categorized as “well capitalized.”

23***


25

26Total loans decreased by 3.25% to $8.39 billion at March 31, 2009, compared to


28 34

1 $8.67 billion at December 31, 2008.

2 Commercial business loans decreased by 7.47% to $2.23 billion at March 31, 2009,

3 from $2.41 billion at December 31, 2008. Construction loans decreased by 3.64% to$1.91 billion at March 31, 2009, from $1.98 billion at December 31, 2008.

4 Commercial real estate loans decreased by 2.69% to $2.51 billion at March 31, 2009compared to $2.58 billion at December 31, 2008. Multifamily real estate loans were

5 $1.12 billion at March 31, 2009 and $1.11 billion at December 31, 2008. Residential

6 mortgage loans increased by 5.69% to $521.1 million at March 31, 2009, from$493.0 million at December 31, 2008.

7New loan originations of $184.8 million for the first quarter of 2009 were comprised

8 of $132.5 million of commercial loans and $52.3 million of consumer loans.

9 Commercial business loan originations were $57.0 million in the first quarter of

2009. Construction loan originations were $14.9 million in the first quarter of 2009.

10 Commercial real estate loan originations were $60.6 million in the first quarter of2009.

11Total deposits were $8.96 billion at March 31, 2009, from $8.97 billion at December

12 31, 2008. The average cost of deposits for the quarter ended March 31, 2009 was

13 2.36%, a decrease of 28 basis points, from 2.64% for the quarter ended December31, 2008 and 3.28% for the first quarter of 2008. The cost of deposits at March 31,

14 2009 was 2.14%, reflecting management’s continued focus on disciplined deposit

15pricing of our deposit generation strategy.

16In accordance with our policy, the Company is evaluating the goodwill associatedwith our domestic and international reporting units. We anticipate the evaluation,

17 which is being conducted in conformity with Statement of Financial AccountingStandards No. 142 “Goodwill and Other Intangible Assets”, to be completed prior

18 to the filing of our report on Form 10-Q for the first quarter of 2009.


2031. On this news, shares of UCBH declined $0.47 per share, more than 22%, to close on

2122 April 24, 2009, at $1.62 per share, on unusually heavy volume.

23 32. On May 12, 2009, UCBH filed a Notification of Late Filing with the SEC on Form

24 12b-25. Therein, the Company, in relevant part, disclosed:

25 UCBH Holdings, Inc. (the “Company”) is filing this Notification of Late Filing on

26Form 12b-25 with respect to the Company’s Quarterly Report on Form 10-Q for the


28 35

1 period ended March 31, 2009 (the “Form 10-Q”). The Company is unable, without

2 unreasonable effort and expense, to timely file the Form 10-Q because the Company

has not completed its financial statements for the quarterly period ended March 31,

3 2009. Specifically, the Company’s assessment of the adequacy of the allowance forloan losses and the evaluation of potential goodwill impairment have not been

4 completed. The Company currently expects to file the Form 10-Q no later than the

5 fifth calendar day following the prescribed due date.

***6

7 As announced in the Company’s April 23, 2009 Press Release, which was furnishedas an exhibit to the Company’s Current Report on Form 8-K furnished on April 24,

8 2009, the Company initially reported at the time of the Press Release a net loss of

9$93.7 million, or $0.78 per diluted share, compared to net income of $2.2 million,or $0.02 per diluted share, for the three months ended March 31, 2008. The net loss

10 for the three months ended March 31, 2009 was primarily attributable to a $178.5million loan loss provision. While the Company does not anticipate changes to its

11 reported nonperforming asset levels, it is possible that the Company will make

12additional general reserve provisions to its allowance for loan losses at March 31,2009. Any additional provisioning will further increase the Company’s net loss for

13 the quarter ended March 31, 2009. A reasonable estimate of any such additionalgeneral reserve provisioning cannot be made until the ongoing assessment described

14 above is finalized.

15 33. On this news, shares of UCBH declined $0.44 per share, more than 20%, to close on

16 May 13, 2009, at $1.66 per share, both on unusually heavy volume.17

34. On May 20, 2009, UCBH filed a Current Report with the SEC on Form 8-K.1819 Therein, the Company, in relevant part, stated:

20 Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or aRelated Audit Report or Completed Interim Review

21On May 18, 2009, UCBH Holdings, Inc. (the “Company”) management

22 recommended to the Audit Committee of the Board of Directors, and the Audit

23 Committee agreed, that the Company’s consolidated financial statements as of andfor the year ended December 31, 2008, should be restated, and the previously issued

24 consolidated financial statements, and any related reports from its independentregistered public accounting firm for such period, as well as its previously issued

25 earnings release for the first quarter of 2009, should no longer be relied on.

26


28 36

1 The restatement resulted from a re-examination of the Company’s non-performing

2 asset portfolio conducted by management as part of the ongoing remediation of

certain ineffective controls as disclosed on March 16, 2009 in Item 9A, Disclosure

3 Controls and Procedures in the Company’s Form 10-K filing for the year endedDecember 31, 2008. Such re-examination resulted in the finding and conclusion that

4 certain loan impairments, and related reserves and charge-offs associated withspecific collateral dependent loans and other real estate owned properties which had

5 been analyzed and recorded during the first quarter of 2009, should have been more

6 appropriately recorded and reflected in the fourth quarter of 2008; the Company hasidentified corrections to date that may result in an increase in its pre-tax loss of

7 approximately $45 million to $55 million for the year ended December 31, 2008, butthis analysis remains preliminary and has not yet been finalized. The restatement will

8 result in material adjustments to the loan loss provision and related allowance for

9 loan losses, including charge-offs and the resulting change in non-performing loan

levels, and to other real estate owned expense for the quarter and year ended

10 December 31, 2008. Further, although the re-examination has not resulted in anincrease to the previously reported level of non-performing assets, such

11 re-examination has resulted in the need to record additional general valuation

12allowances in the first quarter of 2009.

13 In addition, the Audit Committee is conducting an independent investigationregarding the recognition of impairment losses on non-performing loans and other

14 real estate owned. Accordingly, the Company will not file its 2008 Form 10-K/A orits Form 10-Q for the quarter ended March 31, 2009 until after the completion of

15 such investigation.

16There is no assurance that the outcome of the investigation will not result in

17 additional impairment charges or that the Company’s Form 10-Q for subsequentperiods will be timely filed. All statements made in this Form 8-K are made only as

18 of the date set forth at the beginning of this Form 8-K. The Company undertakes no

19obligation to update the information in this Form 8-K in the event facts orcircumstances subsequently change after the date of the filing of this Form 8-K.

20Management and the Audit Committee have discussed the matters disclosed in this

21 Current Report on Form 8-K with KPMG LLP, the Company’s independent

22registered public accounting firm.


24 35. On July 14, 2009, UCBH issued a press release entitled, “UCBH Holdings, Inc.

25 Announces Key Actions to Strengthen Capital and Improve Performance.” Therein, the Company,

26


28 37

1 in relevant part, stated:

2 SAN FRANCISCO--(BUSINESS WIRE)--UCBH Holdings, Inc. (NASDAQ:UCBH

3 - News), the holding company of United Commercial Bank (UCBTM), todayannounced an action plan to strengthen and preserve capital, aggressively manage

4 its loan portfolio and nonperforming assets, and improve core business performance.

5 The key elements of the plan include:

6 • Development of a comprehensive capital plan, including theengagement of a financial advisor

7 • Suspension and/or deferral of the cash dividends on common andpreferred stocks, and the deferral of interest payments on its trust

8 preferred securities

9• Progress on the financial restatement efforts, including a

reassessment of the Company’s credit risk profile

10 •Execution of strategies to improve core business performanceincluding execution of nonperforming asset disposition strategies

11Chairman, President and Chief Executive Officer Thomas S. Wu said, “The

12 challenging economic and operating environment calls for difficult decisions and a

13 specific action plan that puts UCBH on a solid foundation for the future as wecontinue to work toward completing our financial restatements in the current quarter.

14 By conserving and building capital, focusing on our core banking businesses andcontinuing to provide exceptional service to our customers, we will be in a stronger

15 position to realize our long-term growth potential.”

16“We believe with these steps, our Board and our executive management team are

17 proactively addressing our business issues in order to return the Company toprofitability,” Mr. Wu concluded.

18

19Capital Enhancement

20 As part of its comprehensive capital planning initiatives, the Company has performedstress tests of its loan portfolio under a number of different scenarios, including the

21 U.S. Treasury’s Supervisory Capital Assessment Program (“SCAP”) methodology

22as applied to the top 19 U.S. banks.

23 The Company’s “Baseline” stress tested regulatory ratios remain above the minimumlevels established for “well capitalized” institutions. However, if asset quality were

24 to approach a “More Adverse” stress scenario under the SCAP methodology, theCompany’s capital levels would need to be augmented and its tangible common

25 equity increased.

26


28 38

1 In an effort to bolster the Company’s capital ratios, the Board has elected to

2 temporarily defer interest expense payments on all $2815 million in outstanding

junior subordinated notes related to the Company's trust preferred securities. The

3 terms of the junior subordinated notes and the trust documents allow the Companyto defer payments of interest for up to 20 consecutive quarterly periods without

4 default or penalty. During the deferral period, the Company’s respective trusts alsowill suspend the declaration and payment of dividends on the trust preferred

5 securities. In addition, during the deferral period, the Company cannot pay cash

6 dividends or make any payment on outstanding debt obligations equally ranked withor junior to the junior subordinated notes. As a result, the Company will also suspend

7 regularly scheduled dividend payments on its common stock and on the $119.2million in principal outstanding 8.50% Non-Cumulative Perpetual Convertible Series

8 B Preferred Stock, and defer the $298.7 million in principal outstanding 5.00% Fixed

9 Rate Cumulative Perpetual Preferred Stock, Series C. By taking these actions, the

Company expects to save approximately $46.2 million in annual cash payments and

10 further strengthen its Tier 1 capital ratio by approximately 15 basis points.

11 UCBH and China Minsheng Banking Corp., Ltd. (“Minsheng”) have agreed toextend their investment agreement until December 31, 2009, which would allow

12 Minsheng to potentially increase its investment up to 20%.

13The Company has engaged a financial advisor as part of its comprehensive capital

14 planning activities, and expects to take actions that will improve its tangible commonequity in conjunction with the completion of the financial restatement and the

15 subsequent issuance of current financial statements.

16Progress on Financial Restatements

17As part of Management’s effort in restating the Company’s financial statements for

18 the year ended December 31, 2008, and finalizing and issuing the Company’s

19financial statements for the first and second quarters of 2009, extensive effort isbeing applied to accurately reflect the credit risk inherent in the loan portfolio. To

20 assist with the effort to reassess a majority of the Company’s loan portfolio,including substantially all of the construction loans, the Company engaged three

21 external loan review firms.

22 Of the loans reviewed, approximately 80 percent were performing loans with no

23 delinquencies. The Company intends to continue this process to enhanceManagement’s ability to quickly take loss mitigation steps, as needed, to address any

24 emerging problems in the loan portfolio.

25 The Company expects to complete its year-end 2008 financial restatement and file

26its first and second quarter 2009 financial statements during the third quarter of 2009,


28 39

1 and plans to hold its Annual Meeting of Stockholders shortly thereafter.

2 The Company plans to announce second quarter 2009 preliminary unaudited

3 financial results by August 14th.

4 Further Strengthening Core Business

5 As announced on July 6, 2009, the Company is taking additional steps to further

6 strengthen its Community Banking and Commercial Banking businesses in the U. S.with an organizational structure and leadership team focused on expanding customer

7 relationships and cross selling, managing risk, controlling expenses, and returningto profitability. Effective July 1, 2009, Doreen Woo Ho has assumed leadership of

8 Commercial Banking, in addition to her responsibilities for Community Banking.

9 In light of the Company’s efforts to maintain and strengthen its capitalization, UCBH

10 is also managing its balance sheet and reducing the nonperforming assets. TheCompany will continue to pursue nonperforming loan and OREO sales through 2009.

11Through the second quarter, the Company continued the first quarter trends of

12 expanding its low cost deposit balances and lowering its cost of deposits, despite the

13 challenging operating environment.


15 36. On this news, shares of UCBH declined $0.23 per share, more than 21 %, to close on

16 July 15, 2009, at $0.86 per share, on unusually heavy volume.17

37. On August 6, 2009, UCBH issued a press release entitled, “UCBH HOLDINGS,1819 INC. ANNOUNCES SELECTED PRELIMINARY SECOND QUARTER 2009 FINANCIAL

20 INFORMATION.” Therein, the Company, in relevant part, stated:

21 • Company Reports Substantial Progress on Comprehensive LoanPortfolio Review

22 • Total Deposits Reached Almost $9 Billion in the Second Quarter;

23 Core Deposits Increased By 4.67%• Delinquency Trends Improved Significantly in the Second Quarter;

24 Total Delinquencies in the Second Quarter Decreased 59.4% from3.13% of Total Loans in the First Quarter to 1.36%

25 • Continued to Sell Nonperforming Assets; Completed $101 Million

26in Sales During the Quarter


28 40

1 • Priorities for the Second Half of 2009 are to Execute the Capital Plan,

2 Reduce Nonperforming Assets Aggressively, and Further Strengthen

and Grow Core Business Franchise

3SAN FRANCISCO, August 6, 2009 - UCBH Holdings, Inc. (NASDAQ: UCBH), the

4 holding company of United Commercial Bank (UCB TM or the “Bank”), todayreported selected preliminary financial information for the second quarter ended June

5 30, 2009. The Company’s preliminary financial information for the second quarter

6 provided in this release is subject to the final results of the Board Audit Committee’sindependent investigation and the Company’s financial restatement activities.

7Summary Business Update

8

9“We are doing everything in our power to complete our financial restatement andbring this process to a successful conclusion,” said Chairman, President and Chief

10 Executive Officer Thomas S. Wu. “As we work diligently on putting the creditquality issues behind us, we have completed the review of the majority of our loan

11 portfolio. As a result of these efforts, our nonperforming assets have increased, and

12we have provided significantly to our allowance for loan losses to reflect the riskinherent in our loan portfolio. While our nonperforming assets have increased, our

13 delinquency trends are improving, which should have a positive impact on oursecond half 2009 results.”

14“During the second half of the year, we are positioning the Company to execute on

15 a capital plan in conjunction with our restatement efforts. In addition, we intend to

16 reduce our nonperforming assets aggressively, and continue the momentum in ourcore banking business, which is a very strong franchise. We are working through a

17 challenging environment with a plan designed to enable UCBH to emerge from thisperiod as a stronger financial institution serving our target markets domestically in

18 the U.S. and across the Pacific in Greater China.”

19 UCBH’s efforts to further strengthen its core business franchise are reflected by an

20 increase of 4.67% in core deposits, as compared to year-end 2008. Total depositswere $8.9 billion as of June 30, 2009, and the Company’s net loan-to-deposit ratio

21 was approximately 85% for the quarter. The average cost of deposits for the quarter

22was 1.93%, while the cost of deposits at quarter end was 1.75%.

23 UCB opened 9,222 new checking accounts in the second quarter, an increase of 89%from the first quarter when the Bank opened 4,873 checking accounts. Additionally,

24 UCB continues to make progress in cross-selling products to its customers;approximately 42% of its community banking customers has three products with the

25 Bank, and 21 % has four or more products with the Bank.

26


28 41

1 Mr. Wu continued, “In our core business, we continue to focus on deposit growth,

2 reducing the cost of deposits, improving our net interest margin, carefully managing

our costs, and — as always — meeting our customers’ needs.”

3Progress on Loan Review

4A key component of the Company’s restatement efforts is the conclusions from its

5 re-examination of the current credit risk profile of its loan portfolio. The Company

6 has reviewed approximately 63% of its outstanding loans by balance, includingnearly 93% of the construction loan portfolio, approximately 66% of the commercial

7 real estate and approximately 62% of the commercial business loan portfolios. Theextensive nature of this review is the primary contributor to the Company’s

8 preliminary second quarter 2009 credit quality highlights as provided below.

9 This effort, for which the Company engaged three external loan review firms, is

10 focused on assessing the accuracy of credit risk ratings, which the Company used toassess the appropriateness of the related allowance for loan loss reserving levels.

11 Additionally, the effort is meant to ensure that credit risk conclusions and related

12allowance reserving conclusions are properly reflected in the quarter in which therisk inherently existed based on the latest appraisals.

13Preliminary Second Quarter 2009 Highlights

14The Company provided the following update on its operating and financial

15 performance for the second quarter, subject to the final results of the Audit

16 Committee’s investigation and the Company’s financial restatement activities:

17 • Reflecting credit loss assumptions associated with management’songoing review of the loan portfolio, the Company expects that its

18 provision for loan losses for the second quarter will be in a range of

19$300 million to $330 million.

• Net loan charge-offs for the second quarter of 2009 are estimated to

20 be in a range of $275 million to $300 million.• The allowance for loan losses is estimated to be in a range of $345

21 million to $365 million, or approximately 4.4% of total loans at June30, 2009.

22 • The Company completed approximately $101 million in sales of

23 nonperforming and other assets during the quarter, includingapproximately $69 million in nonperforming loans and approximately

24 $32 million in other real estate owned (“OREO”).• Nonperforming assets are estimated to be in a range of $835 million

25 to $875 million at June 30, 2009.•

26Total assets are estimated at $12.8 billion at June 30, 2009.


28 42

1 • Total loans are estimated at $8.0 billion at June 30, 2009.

2•

Total loan delinquencies for the second quarter of 2009 are estimatedto decline by approximately $143 million, or 59.4%, from 3.13% of

3 total loans in the first quarter of 2009 to 1.36% of total loans in thesecond quarter of 2009.

4 • Net interest income on a tax-equivalent basis is estimated at $70.6

5 million for the second quarter of 2009.

6 The Company also provided the following update on its operating and financialperformance for the second quarter, which is not expected to be impacted by its

7 financial restatement activities as described below:

8 • Noninterest income is estimated at $7.4 million for the second quarter

9 of 2009, which includes $7.5 million in gains from sales of

available-for-sale securities, offset by $3.9 million in

10 other-than-temporary impairments taken on three of ourcollateralized debt obligations.

11 • Noninterest expense is estimated at $70.5 million for the secondquarter of 2009, including approximately $6 million in additional

12 FDIC deposit insurance assessments due to a one-time special

13 assessment imposed by the FDIC on all banks, $6.1 million inexpenses associated with OREO, and $1.7 million in one-time

14 prepayment fees associated with the payoff of $175 million ofFederal Home Loan Bank advances. The benefit on the net interest

15 margin from this prepayment will be reflected in the coming quarters.

16Capital Management Plan

17As announced on July 14th, UCBH has engaged a financial advisor to develop a

18 comprehensive capital plan for a variety of scenarios, which incorporates alternatives

19for both capital funding and capital enhancement. The Company has a multi-stepstrategy in place to increase its tangible common equity levels, and plans to execute

20 various components of its plan starting in the third quarter.

21 Separately, on August 5, 2009, the Company received approval from NASDAQ fora 180-day extension, until November 16, 2009, to regain compliance with the

22 NASDAQ Marketplace Listing Criteria Rule 5250(c)(1) “Obligation to File Periodic

23 Financial Reports”.


25 38. The statements contained in ¶¶26, 28-30, 32, 34-35, 37, were materially false and/or

26


28 43

1 misleading when made because defendants failed to disclose or indicate the following: (1) that loan

2 terms were inappropriately modified, including the extension of terms, the lowering of interest rates,

3and the improper use of interest reserve accounts, to delay negative consequences; (2) that the

45 Company had delayed the recognition of risk rating downgrades and specific reserves; (3) that the

6 Defendants misrepresented the credit risk of the Company’s loan portfolio; (4) that the Company

7 failed to properly reserve for loan losses and record impairment losses on non-performing loans and

8 other real estate owned; (5) that Defendants misstated the Company’s loan loss provision and related

9 allowance, including charge-offs and the resulting change in non-performing loan levels, and to

10other real estate owned expense; (6) that the Company’s financial results were not prepared in

1112 accordance with GAAP; (7) that the Company lacked adequate internal and financial controls; and

13 (8) as a result of the above, the Company's financial statements were overstated and materially false

14 and misleading at all relevant times.

15 Disclosures At The End Of The Class Period

1639. On September 8, 2009, UCBH issued a press release entitled, “UCBH Holdings, Inc.

17Names Doreen Woo Ho Acting President and CEO and Joseph J. Jou Chairman.” Therein, the

1819 Company, in relevant part, stated:

•

20 Chairman, President and CEO Thomas S. Wu Resigns and ChiefOperating Officer and Former Chief Credit Officer Ebrahim

21 Shabudin to Resign from the Company• Company Agrees to Action Plan with FDIC and California

22 Department of Financial Institutions

•23 Investigation Subcommittee of the Board Audit CommitteeCompletes Independent Investigation

24 • Company Provides Update to Preliminary Second Quarter FinancialInformation

25

26SAN FRANCISCO--(BUSINESS WIRE)--Sep. 8,2009-- The Board of Directors of


28 44

1 UCBH Holdings, Inc., (NASDAQ: UCBH) the holding company of United

2 Commercial Bank (UCB TM or the “Bank”), today announced that it has named

Doreen Woo Ho as acting President and Chief Executive Officer of the Company,

3 succeeding Thomas S. Wu, who has resigned from the Company and from its Board.Chief Operating Officer and former Chief Credit Officer Ebrahim Shabudin is also

4 resigning from the Company.

5 The Board has also: 1) elected Lead Director Joseph J. Jou, who has over 20 years

6 of banking experience including as founder and Vice Chairman of First ContinentalBank, as Chairman; 2) entered into an agreement with the Federal Deposit Insurance

7 Corporation (FDIC) and the California Department of Financial Institutions (DFI)to enhance the strength and stability of the Bank and its operations; 3) received and

8 adopted the findings and recommendations of the Investigation Subcommittee of the

9 Board Audit Committee’s independent investigation, which began on May 15,

enabling the Company to move forward with its financial restatement; and 4)

10 accelerated certain of the Company’s capital planning initiatives, including a reviewof all capital raising and strategic alternatives to maximize shareholder value.

11Chairman of the Board of Directors Joseph J. Jou said, “Doreen Woo Ho is the right

12 person to lead UCBH through this challenging period and strengthen the foundation

13 of the Company for our valued customers, employees and shareholders. Since j oiningUCBH in January 2009, Doreen has provided strong leadership to the Community

14 Banking organization and, since July, to the Commercial Banking business as well.Doreen has consistently demonstrated effective leadership in driving operating

15 performance and value for clients in a number of executive management roles over

16more than 35 years in the banking industry. The full Board is confident in Doreen’sability to the lead the Company.”

17“UCBH has a strong franchise, and we are working intensely to address our

18 operating challenges and further strengthen our management team in this difficult

19economic environment,” said acting President and Chief Executive Officer DoreenWoo Ho. “Together with our regulators – the FDIC, DFI and the Federal Reserve –

20 we are moving forward to put the Bank in a solid position for the future, while wecontinue to provide our customers in the U. S. and China with our high standards of

21 service and our full range of lending, commercial banking and retail bankingproducts and services. As we do this, we are also pursuing a full range of strategic

22 alternatives to strengthen our capital foundation and to maximize shareholder value.”

23Ms. Ho’s and Mr. Jou’s appointments are subject to final review and approval by the

24 Company’s regulators, who have been informed of the changes. In addition, DirectorJoseph E. Vaez has resigned from the Board of Directors of the Company for

25 personal reasons, but will continue to actively advise the Company in a consulting

26capacity on risk oversight, credit administration and regulatory matters. He will


28 45

1 continue to be engaged with the Risk Oversight Committee, and is expected to be

2 succeeded by Dennis Wu as Chairman of the Committee.

3 The Bank also announced that Craig On will continue as Chief Financial Officeruntil the Company recruits a new person for that position. The Company has

4 requested that Mr. On re-assume his former position as Deputy Chief FinancialOfficer at that time. The Company is also actively engaged in a search for a Chief

5 Credit Officer.

6China Minsheng Banking Corp., Ltd. expressed continued support of UCBH and the

7 new leadership under Doreen Woo Ho. China Minsheng views its investment inUCBH as long term and strategic, evidenced by the trade finance and other business

8 cooperation activities between the two banks. Most recently, China Minsheng has

9 sent 17 training participants to UCBH for training in retail banking and other

departments. China Minsheng’s executive management is also planning to visit

10 UCBH in late September to further discuss and enhance the strategic cooperationbetween the two banks.

11

12Agreement with FDIC and DFI

13 The Bank also announced that it has entered into a consent agreement (the“Agreement”) with the FDIC and the DFI on September 3, relating to the issuance

14 of an Order to Cease and Desist. This order formally outlines specific steps the Bankmust undertake to strengthen its policies and procedures and enhance the soundness

15 of the Bank.

16The Agreement requires that the Bank perform an assessment of management and

17 address weaknesses in management policies and practices, Board supervision,adequacy of capital, loan valuation reserves, loan quality, lending and collections

18 practices, operational issues, liquidity and compliance. The Agreement will be

19further described in a Current Report on Form 8-K to be filed by the Company withthe Securities and Exchange Commission.

20Under the Agreement, the Bank will also submit a written three-year strategic plan

21 and profitability plan to the FDIC and the DFI, notify both agencies in advance ofany director and management changes, and obtain prior written consent of both

22 agencies before opening new branches. The Agreement also requires the Company

23 to obtain prior approval from its regulators before paying dividends to shareholders.

24 Working in close consultation with its regulators, the Company and the Bank havealready taken a number of specific actions to address many of the issues identified

25 in the Agreement, as the Company works to complete its financial restatement. These

26include:


28 46

1

2• Establishing the Risk Oversight Committee of the Company’s Board

of Directors;

3 • Implementing the Company’s comprehensive capital plan, includingthe engagement of a financial advisor;

4 • Suspending and/or deferring the cash dividends on the Company’scommon and preferred stocks, and deferred interest payments on its

5 trust preferred securities;

6 • Completing a reassessment of the Bank’s credit risk profile andbuilding an appropriate loan loss allowance in the second quarter of

7 2009;• Executing on strategies to improve credit quality and to develop core

8 business performance, including executing nonperforming asset

9 disposition strategies; and

• Initiating steps associated with its strategic plan, including

10 strengthening the Bank’s Community Banking and CommercialBanking businesses in the U. S to improve profitability.

11The Company expects to finalize a similar agreement with the Federal Reserve Bank

12 of San Francisco (FRB) by the end of the third quarter of 2009.

13While the plan is being implemented, the Bank is also participating in the FDIC’s

14 Transaction Account Guarantee Program in which all funds in non-interest bearingtransaction deposit accounts are 100% insured. These accounts include: all personal

15 and business checking deposit accounts that do not earn interest, Demand Deposit

16(DDA) accounts, low-interest NOW accounts (NOW accounts that cannot earn morethan 0.5% interest) and Lawyer Trust IOLTA accounts. This insurance coverage on

17 non-interest bearing transaction accounts is over and above the $250,000 coveragealready provided to customers. The FDIC recently announced that this coverage will

18 be extended through June 30, 2010.

19 All customers’ deposits in UCB’s Hong Kong Branch are fully guaranteed, with no

20 maximum limit, by the Hong Kong government until the end of 2010.

21 Conclusion of Independent Investigation

22 The Investigation Subcommittee of the Board Audit Committee (“Subcommittee”)

23 has completed its previously disclosed independent investigation regarding therecognition of impairment losses on nonperforming loans and other real estate owned

24 (OREO) assets. This represents an important step forward for UCBH and enables theCompany to complete its financial restatement as soon as practicable.

25

26The Subcommittee’s report identified problems resulting both from weaknesses in


28 47

1 the Bank’s internal controls, consistent with the material weakness previously

2 reported, and from deliberate and improper actions and omissions of certain Bank

Officers. The report concluded that those problems were driven by an apparent desire

3 to downplay deteriorating financial conditions by delaying or abating risk ratingdowngrades and minimizing the Bank’s overall loan loss allowance.

4

5Key findings include instances of:

6 • Inappropriate modification of loan terms to delay negativeconsequences, including extending terms, lowering interest rates and

7 improper use of interest reserve accounts;• Delay in recognition of risk rating downgrades and specific reserves;

8 • Misrepresentation or omission of relevant information in

9 communications with the Bank’s Finance Department and with

UCBH’s independent auditors, KPMG LLP; and

10 • Modification of documents in support of the above.

11 In connection with the above, the report raised serious concerns regarding the actionsof a number of current and former Officers at various levels of the Bank’s

12 management. The Board and management are addressing the concerns expressed by

13 the Subcommittee through appropriate actions, which include additional training,reprimands, re-assignments and, in some instances, termination of employment.

14On September 4, 2009, the UCBH Board of Directors adopted the findings and

15 recommendations of the Subcommittee. In addition, the Subcommittee has advised

16that, later this week, it will provide additional recommendations relating to controlsand procedures to address the matters described above.

17Business and Capital Update

18

19The Company also provided an update to certain operating and financial performanceinformation for the second quarter of 2009 previously disclosed on August 6. The

20 financial information provided in this release is subject to the implementation of therecommendations in the Subcommittee’s report and the Company’s financial

21 restatement.

22 •Reflecting credit loss assumptions associated with management’s

23 ongoing review of the loan portfolio, the Company expects that itsprovision for loan losses for the second quarter will be in a range of

24 $360 million to $390 million.• Net loan charge-offs for the second quarter of 2009 remain estimated

25 in a range of $275 million to $300 million.

•26

The allowance for loan losses is estimated to be in a range of $395


28 48

1 million to $415 million, or approximately 5.0% of total loans at June

2 30, 2009.

• The Company’s estimate of approximately $101 million in sales of

3 nonperforming and other assets during the quarter remainsunchanged.

4 • Nonperforming assets are estimated to be in a range of $985 millionto $995 million at June 30, 2009.

5 • Total loan delinquencies for the second quarter of 2009 are estimated

6 to decline by approximately $148 million, or 57.6%, from 3.13% oftotal loans in the first quarter of 2009 to 1.17% of total loans in the

7 second quarter of 2009.• Net interest income on a tax-equivalent basis is estimated at $70.6

8 million for the second quarter of 2009.

9 The Company will be establishing a deferred tax asset valuation allowance and is

10 anticipating a goodwill impairment. Such deferred tax asset valuation allowance andgoodwill impairment will be reflected in the Company’s financial position as of June

11 30, 2009. The deferred tax asset valuation allowance is estimated to be in the rangeof $315 million to $340 million. The goodwill impairment is currently under analysis

12 and has not been finalized, but the amount is expected to be material.

13These updates reflect changes to some of the information included as part of the

14 Company’s FRY-9C regulatory “Call Report” for the period ended June 30, 2009.The Company will file amended Call Reports for all periods impacted by the

15 financial restatement once it has concluded its financial restatement efforts.

16As announced on July 14, 2009, UCBH has engaged a financial advisor to develop

17 a comprehensive capital plan for a variety of scenarios, and has begun executing amulti-step strategy to significantly increase its tangible common equity levels,

18 including a review of all capital raising and strategic alternatives to maximize

19shareholder value.


21 40. On this news, shares of UCBH declined $0.17 per share, or 14.29%, to close on

22 September 8, 2009, at $1.02 per share, on unusually heavy volume.

23UCBH’S VIOLATION OF GAAP RULES

24 IN ITS FINANCIAL STATEMENTSFILED WITH THE SEC

25

2641. These financial statements and the statements about the Company's financial


28 49

1 results were false and misleading, as such financial information was not prepared in conformity with

2 GAAP, nor was the financial information a fair presentation of the Company's operations due to the

3Company's improper accounting for, and disclosure about its revenues, in violation of GAAP rules.

4

5 42. GAAP are those principles recognized by the accounting profession as the

6 conventions, rules and procedures necessary to define accepted accounting practice at a particular

7 time. Regulation S-X (17 C.F.R. § 210.4 01(a) (1)) states that financial statements filed with the SEC

8 which are not prepared in compliance with GAAP are presumed to be misleading and inaccurate.

9 Regulation S-X requires that interim financial statements must also comply with GAAP, with the

10exception that interim financial statements need not include disclosure which would be duplicative

1112 of disclosures accompanying annual financial statements. 17 C.F.R. § 210.10-01(a).

13 43. The fact that UCBH expects to restate its financial statements, and informed

14 investors that these financial statements should not be relied upon is an admission that they were

15 false and misleading when originally issued (APB No.20, 7-13; SFAS No. 154, 25).

1644. Given these accounting irregularities, the Company announced financial results

17that were in violation of GAAP and the following principles:

18

19(a) The principle that "interim financial reporting should be based upon the same

20 accounting principles and practices used to prepare annual financial statements" was violated (APB

21 No. 28, 10);

22 (b) The principle that "financial reporting should provide information that is

23useful to present to potential investors and creditors and other users in making rational investment,

24credit, and similar decisions" was violated (FASB Statement of Concepts No. 1, 34);

25

26(c) The principle that "financial reporting should provide information about the


28 50

1 economic resources of an enterprise, the claims to those resources, and effects of transactions,

2 events, and circumstances that change resources and claims to those resources" was violated (FASB

3Statement of Concepts No. 1, 40);

4

5 (d) The principle that "financial reporting should provide information about an

6 enterprise's financial performance during a period" was violated (FASB Statement of Concepts No.

7 1, 42);

8 (e) The principle that "financial reporting should provide information about how

9 management of an enterprise has discharged its stewardship responsibility to owners (stockholders)

10for the use of enterprise resources entrusted to it" was violated (FASB Statement of Concepts No.

11

121, 50);

13 (f) The principle that "financial reporting should be reliable in that it represents

14 what it purports to represent" was violated (FASB Statement of Concepts No. 2, 58-59);

15 (g) The principle that "completeness, meaning that nothing is left out of the

16 information that may be necessary to insure that it validly represents underlying events and17

conditions" was violated (FASB Statement of Concepts No. 2, 79); and18

19(h) The principle that "conservatism be used as a prudent reaction to uncertainty

20 to try to ensure that uncertainties and risks inherent in business situations are adequately considered"

21 was violated (FASB Statement of Concepts No. 2, 95).

22 45. The adverse information concealed by Defendants during the Class Period and

23detailed above was in violation of Item 303 of Regulation S-K under the federal securities law (17

24C.F.R. §229.303).

25

26CLASS ACTION ALLEGATIONS


28 51

1 46. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil

2 Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased UCBH's

3securities between April 24, 2008 and September 8, 2009, inclusive (the "Class Period") and who

45 were damaged thereby. Excluded from the Class are Defendants, the officers and directors of the

6 Company, at all relevant times, members of their immediate families and their legal representatives,

7 heirs, successors or assigns and any entity in which Defendants have or had a controlling interest.

8 47. The members of the Class are so numerous that joinder of all members is

9 impracticable. Throughout the Class Period, UCBH’s securities were actively traded on National

10Association of Securities Dealers Automated Quotations Market ("NASDAQ"). While the exact

1112 number of Class members is unknown to Plaintiff at this time and can only be ascertained through

13 appropriate discovery, Plaintiff believes that there are hundreds or thousands of members in the

14 proposed Class. Millions of UCBH shares were traded publicly during the Class Period on the

15 NASDAQ and as of March 31, 2009, UCBH had more than 120 million shares of common stock

16 outstanding. Record owners and other members of the Class may be identified from records17

maintained by UCBH or its transfer agent and may be notified of the pendency of this action by1819 mail, using the form of notice similar to that customarily used in securities class actions.

20 48. Plaintiff's claims are typical of the claims of the members of the Class as all

21 members of the Class are similarly affected by Defendants’ wrongful conduct in violation of federal

22 law that is complained of herein.

23

49. Plaintiff will fairly and adequately protect the interests of the members of the24

Class and has retained counsel competent and experienced in class and securities litigation.25

2650. Common questions of law and fact exist as to all members of the Class and


28 52

1 predominate over any questions solely affecting individual members of the Class. Among the

2 questions of law and fact common to the Class are:

3(a) Whether the federal securities laws were violated by Defendants’ acts as

45 alleged herein;

6 (b) Whether statements made by Defendants to the investing public during the

7 Class Period omitted and/or misrepresented material facts about the business, operations, and

8 prospects of UCBH; and

9 (c) To what extent the members of the Class have sustained damages and the

10proper measure of damages.

11

1251. A class action is superior to all other available methods for the fair and efficient

13 adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the

14 damages suffered by individual Class members may be relatively small, the expense and burden of

15 individual litigation makes it impossible for members of the Class to individually redress the wrongs

16done to them. There will be no difficulty in the management of this action as a class action.

17UNDISCLOSED ADVERSE FACTS

18

1952. The market for UCBH’s securities was open, well-developed and efficient at all

20 relevant times. As a result of these materially false and/or misleading statements, and/or failures

21 to disclose, UCBH’s securities traded at artificially inflated prices during the Class Period. Plaintiff

22 and other members of the Class purchased or otherwise acquired UCBH’s securities relying upon

23the integrity of the market price of the Company’s securities and market information relating to

24UCBH, and have been damaged thereby.

25

2653. During the Class Period, Defendants materially misled the investing public,


28 53

1 thereby inflating the price of UCBH’s securities, by publicly issuing false and/or misleading

2 statements and/or omitting to disclose material facts necessary to make Defendants’ statements, as

3set forth herein, not false and/or misleading. Said statements and omissions were materially false

45 and/or misleading in that they failed to disclose material adverse information and/or misrepresented

6 the truth about UCBH’s business, operations, and prospects as alleged herein.

7 54. At all relevant times, the material misrepresentations and omissions particularized

8 in this Complaint directly or proximately caused or were a substantial contributing cause of the

9 damages sustained by Plaintiff and other members of the Class. As described herein, during the

10Class Period, Defendants made or caused to be made a series of materially false and/or misleading

1112 statements about UCBH’s financial well-being and prospects. These material misstatements and/or

13 omissions had the cause and effect of creating in the market an unrealistically positive assessment

14 of the Company and its financial well-being and prospects, thus causing the Company's securities

15 to be overvalued and artificially inflated at all relevant times. Defendants’ materially false and/or

16 misleading statements during the Class Period resulted in Plaintiff and other members of the Class17

purchasing the Company's securities at artificially inflated prices, thus causing the damages1819 complained of herein.

20 LOSS CAUSATION

21 55. Defendants' wrongful conduct, as alleged herein, directly and proximately caused

22 the economic loss suffered by Plaintiff and the Class.

23

56. During the Class Period, Plaintiff and the Class purchased UCBH’s securities at24

artificially inflated prices and were damaged thereby. The price of the Company's securities2526 significantly declined when the misrepresentations made to the market, and/or the information


28 54

1 alleged herein to have been concealed from the market, and/or the effects thereof, were revealed,

2 causing investors’s losses.

3SCIENTER ALLEGATIONS

4

557. As alleged herein, Defendants acted with scienter in that Defendants knew that the

6 public documents and statements issued or disseminated in the name of the Company were

7 materially false and/or misleading; knew that such statements or documents would be issued or

8 disseminated to the investing public; and knowingly and substantially participated or acquiesced in

9 the issuance or dissemination of such statements or documents as primary violations of the federal

10securities laws. As set forth elsewhere herein in detail, Defendants, by virtue of their receipt of

1112 information reflecting the true facts regarding UCBH, his/her control over, and/or receipt and/or

13 modification of UCBH's allegedly materially misleading misstatements and/or their associations

14 with the Company which made them privy to confidential proprietary information concerning

15 UCBH, participated in the fraudulent scheme alleged herein.

16

58. Additionally, during the Class Period, and with the Company’s securities trading at17

artificially inflated prices, on or around June 11, 2008, the Company offered 135,000 shares of1819 8.50% Non-Cumulative Perpetual Convertible Series B Preferred Stock, for gross proceeds to the

20 Company in excess of $155 million.

21

22 APPLICABILITY OF PRESUMPTION OF RELIANCE

23 (FRAUD-ON-THE-MARKET DOCTRINE)

24 59. The market for UCBH’s securities was open, well-developed and efficient at all

25 relevant times. As a result of the materially false and/or misleading statements and/or failures to

26


28 55

1 disclose, UCBH’s securities traded at artificially inflated prices during the Class Period. On

2 September 19, 2008 the price of the Company’s common stock reached a Class Period high of $9.98

3per share. Plaintiff and other members of the Class purchased or otherwise acquired the Company’s

45 securities relying upon the integrity of the market price of UCBH’s securities and market

6 information relating to UCBH, and have been damaged thereby.

7 60. During the Class Period, the artificial inflation of UCBH’s stock was caused by

8 the material misrepresentations and/or omissions particularized in this Complaint causing the

9 damages sustained by Plaintiff and other members of the Class. As described herein, during the

10Class Period, Defendants made or caused to be made a series of materially false and/or misleading

1112 statements about UCBH’s business, prospects, and operations. These material misstatements and/or

13 omissions created an unrealistically positive assessment of UCBH and its business, operations, and

14 prospects, thus causing the price of the Company's securities to be artificially inflated at all relevant

15 times, and when disclosed, negatively affected the value of the Company stock. Defendants’

16 materially false and/or misleading statements during the Class Period resulted in Plaintiff and other17

members of the Class purchasing the Company's securities at such artificially inflated prices, and1819 each of them has been damaged as a result.

20 61. At all relevant times, the market for UCBH’s securities was an efficient market

21 for the following reasons, among others:

22 (a) UCBH stock met the requirements for listing, and was listed and actively

23traded on the NASDAQ, a highly efficient and automated market;

24(b) As a regulated issuer, UCBH filed periodic public reports with the SEC

2526 and the NASDAQ;


28 56

1 (c) UCBH regularly communicated with public investors via established

2 market communication mechanisms, including through regular dissemination of press releases on

3the national circuits of major newswire services and through other wide-ranging public disclosures,

45 such as communications with the financial press and other similar reporting services; and

6 (d) UCBH was followed by securities analysts employed by major brokerage

7 firms who wrote reports about the Company, and these reports were distributed to the sales force

8 and certain customers of their respective brokerage firms. Each of these reports was publicly

9 available and entered the public marketplace.

10

62. As a result of the foregoing, the market for UCBH’s securities promptly digested1112 current information regarding UCBH from all publicly available sources and reflected such

13 information in UCBH’s stockprice. Under these circumstances, all purchasers of UCBH’s securities

14 during the Class Period suffered similar injury through their purchase of UCBH’s securities at

15 artificially inflated prices and a presumption of reliance applies.

16NO SAFE HARBOR

17

63. The statutory safe harbor provided for forward-looking statements under certain1819 circumstances does not apply to any of the allegedly false statements pleaded in this Complaint. The

20 statements alleged to be false and misleading herein all relate to then-existing facts and conditions.

21 In addition, to the extent certain of the statements alleged to be false may be characterized as

22 forward looking, they were not identified as “forward-looking statements” when made and there

23were no meaningful cautionary statements identifying important factors that could cause actual

24results to differ materially from those in the purportedly forward-looking statements. In the

2526 alternative, to the extent that the statutory safe harbor is determined to apply to any forward-looking


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1 statements pleaded herein, Defendants are liable for those false forward-looking statements because

2 at the time each of those forward-looking statements was made, the speaker had actual knowledge

3that the forward-looking statement was materially false or misleading, and/or the forward-looking

45 statement was authorized or approved by an executive officer of UCBH who knew that the statement

6 was false when made.

7 FIRST CLAIMViolation of Section 10(b) of

8 The Exchange Act and Rule 10b-5

9 Promulgated Thereunder Against All Defendants

10 64. Plaintiff repeats and realleges each and every allegation contained above as if fully

11 set forth herein.

12 65. During the Class Period, Defendants carried out a plan, scheme and course of

13conduct which was intended to and, throughout the Class Period, did: (i) deceive the investing

1415 public, including Plaintiff and other Class members, as alleged herein; and (ii) cause Plaintiff and

16 other members of the Class to purchase UCBH's securities at artificially inflated prices. In

17 furtherance of this unlawful scheme, plan and course of conduct, defendants, and each of them, took

18 the actions set forth herein.

19 66. Defendants (i) employed devices, schemes, and artifices to defraud; (ii) made untrue

20statements of material fact and/or omitted to state material facts necessary to make the statements

2122 not misleading; and (iii) engaged in acts, practices, and a course of business which operated as a

23 fraud and deceit upon the purchasers of the Company's securities in an effort to maintain artificially

24 high market prices for UCBH’s securities in violation of Section 10(b) of the Exchange Act and

25 Rule 10b-5. All Defendants are sued either as primary participants in the wrongful and illegal

26


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1 conduct charged herein or as controlling persons as alleged below.

2 67. Defendants, individually and in concert, directly and indirectly, by the use, means

3or

45 instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

6 continuous course of conduct to conceal adverse material information about UCBH’s financial

7 well-being and prospects, as specified herein.

8 68. These defendants employed devices, schemes and artifices to defraud, while in

9 possession of material adverse non-public information and engaged in acts, practices, and a course

10of conduct as alleged herein in an effort to assure investors of UCBH’s value and performance and

1112 continued substantial growth, which included the making of, or the participation in the making of,

13 untrue statements of material facts and/or omitting to state material facts necessary in order to make

14 the statements made about UCBH and its business operations and future prospects in light of the

15 circumstances under which they were made, not misleading, as set forth more particularly herein,

16and engaged in transactions, practices and a course of business which operated as a fraud and deceit

17upon the purchasers of the Company’s securities during the Class Period.

18

1969. Each of the Individual Defendants' primary liability, and controlling person liability,

20 arises from the following facts: (i) the Individual Defendants were high-level executives and/or

21 directors at the Company during the Class Period and members of the Company's management team

22 or had control thereof; (ii) each of these defendants, by virtue of their responsibilities and activities

23as a senior officer and/or director of the Company, was privy to and participated in the creation,

24development and reporting of the Company's internal budgets, plans, projections and/or reports; (iii)

2526 each of these defendants enjoyed significant personal contact and familiarity with the other


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1 defendants and was advised of, and had access to, other members of the Company's management

2 team, internal reports and other data and information about the Company's finances, operations, and

3sales at all relevant times; and (iv) each of these defendants was aware of the Company's

45 dissemination of information to the investing public which they knew and/or recklessly disregarded

6 was materially false and misleading.

7 70. The defendants had actual knowledge of the misrepresentations and/or omissions of

8 material facts set forth herein, or acted with reckless disregard for the truth in that they failed to

9 ascertain and to disclose such facts, even though such facts were available to them. Such defendants'

10material misrepresentations and/or omissions were done knowingly or recklessly and for the purpose

1112 and effect of concealing UCBH's financial well-being and prospects from the investing public and

13 supporting the artificially inflated price of its securities. As demonstrated by Defendants’

14 overstatements and/or misstatements of the Company's business, operations, financial well-being,

15 and prospects throughout the Class Period, Defendants, if they did not have actual knowledge of the

16 misrepresentations and/or omissions alleged, were reckless in failing to obtain such knowledge by17

deliberately refraining from taking those steps necessary to discover whether those statements were1819 false or misleading.

20 71. As a result of the dissemination of the materially false and/or misleading information

21

22 and/or failure to disclose material facts, as set forth above, the market price of UCBH’s securities

23was artificially inflated during the Class Period. In ignorance of the fact that market prices of the

24Company’s securities were artificially inflated, and relying directly or indirectly on the false and

2526 misleading statements made by Defendants, or upon the integrity of the market in which the


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1 securities trades, and/or in the absence of material adverse information that was known to or

2 recklessly disregarded by Defendants, but not disclosed in public statements by Defendants during

3the Class Period, Plaintiff and the other members of the Class acquired UCBH’s securities during

45 the Class Period at artificially high prices and were damaged thereby.

6 72. At the time of said misrepresentations and/or omissions, Plaintiff and other members

7 of the Class were ignorant of their falsity, and believed them to be true. Had Plaintiff and the other

8 members of the Class and the marketplace known the truth regarding the problems that UCBH was

9 experiencing, which were not disclosed by Defendants, Plaintiff and other members of the Class

10would not have purchased or otherwise acquired their UCBH securities, or, if they had acquired such

1112 securities during the Class Period, they would not have done so at the artificially inflated prices

13 which they paid.

14 73. By virtue of the foregoing, Defendants have violated Section 10(b) of the Exchange

15 Act and Rule 1 0b-5 promulgated thereunder.

1674. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and the

17other members of the Class suffered damages in connection with their respective purchases and sales

1819 of the Company's securities during the Class Period

20 SECOND CLAIMViolation of Section 20(a) of

21 The Exchange Act Against the Individual Defendants

22 75. Plaintiff repeats and realleges each and every allegation contained above as if fully

23set forth herein.

24

76. The Individual Defendants acted as controlling persons of UCBH within the2526 meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level


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1 positions, and their ownership and contractual rights, participation in and/or awareness of the

2 Company's operations and/or intimate knowledge of the false financial statements filed by the

3Company with the SEC and disseminated to the investing public, the Individual Defendants had the

45 power to influence and control and did influence and control, directly or indirectly, the

6 decision-making of the Company, including the content and dissemination of the various statements

7 which Plaintiff contends are false and misleading. The Individual Defendants were provided with

8 or had unlimited access to copies of the Company's reports, press releases, public filings and other

9 statements alleged by Plaintiff to be misleading prior to and/or shortly after these statements were

10issued and had the ability to prevent the issuance of the statements or cause the statements to be

11corrected.

12

13 77. In particular, each of these Defendants had direct and supervisory involvement in the

14 day-to-day operations of the Company and, therefore, is presumed to have had the power to control

15 or influence the particular transactions giving rise to the securities violations as alleged herein, and

16exercised the same.

1778. As set forth above, UCBH and the Individual Defendants each violated Section

1819 10(b) and Rule 1 0b-5 by their acts and/or omissions as alleged in this Complaint. By virtue of their

20 positions as controlling persons, the Individual Defendants are liable pursuant to Section 20(a) of

21 the Exchange Act. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and

22 other members of the Class suffered damages in connection with their purchases of the Company's

23securities during the Class Period.

24PRAYER FOR RELIEF

25

26WHEREFORE, Plaintiff prays for relief and judgment, as follows:


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1 (a) Determining that this action is a proper class action under Rule 23 of the Federal

2 Rules of Civil Procedure;

3(b) Awarding compensatory damages in favor of Plaintiff and the other Class members

45 against all defendants, jointly and severally, for all damages sustained as a result of Defendants'

6 wrongdoing, in an amount to be proven at trial, including interest thereon;

7 (c) Awarding Plaintiff and the Class their reasonable costs and expenses incurred in this

8 action, including counsel fees and expert fees; and

9 (d) Such other and further relief as the Court may deem just and proper.

10JURY TRIAL DEMANDED

11

12Plaintiff hereby demands a trial by jury.

13 DATED: September 21, 2009 GLANCY BINKOW & GOLDBERG LLP

14By:

15 Lionel Z. Glancy

16 Michael Goldberg1801 Avenue of the Stars, Suite 311

17 Los Angeles, California 90067Telephone: (310) 201-9150

18 Facsimile: (310) 201-9160

19 LAW OFFICES OF HOWARD G. SMITH

20 Howard G. Smith3070 Bristol Pike, Suite 112

21 Bensalem, PA 19020Telephone: (215) 638-4847

22 Facsimile: (215) 638-4867

23Attorneys for Plaintiff Huy Tran

24

25

26


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