AGREEMENT AND PLAN OF MERGER

Exhibit 2.5

AGREEMENT AND PLAN OF MERGER

among

UCBH HOLDINGS, INC.

UCB MERGER II, LLC,

CAB HOLDING, LLC,

CAB INTERNATIONAL HOLDING LIMITED

AND

DR. PAUL SHI H. HUANG

Dated as of January 10, 2007

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EXHIBIT A – Form of Plan and Agreement of Merger

EXHIBIT B – Form of Certificates of Approval

EXHIBIT C – Form of Plan of Merger and Certificates

EXHIBIT D – Form of Delaware Certificate of Merger

EXHIBIT E – Form of Registration Rights, Lock-Up and Standstill Agreement

EXHIBIT F – Forms of Tax Representation Letters

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2007 (this “Agreement”), is entered into by and among UCBH Holdings, Inc., a Delaware corporation registered under the Bank Holding Company Act of 1956, as amended (“UCBH”), UCB Merger II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of UCBH (“Buyer”), CAB Holding, LLC, a Delaware limited liability company registered under the Bank Holding Company Act of 1956, as amended (the “Company”), CAB International Holding Limited, a British Virgin Islands company and the sole holder of all of the Company Percentage Interests (as defined below) (“BVI”), and Dr. Paul Shi H. Huang, (“Dr. Huang”), the sole holder of all of the issued and outstanding shares of BVI Common Stock (as defined below), and, for purposes of Articles III, IV and VIII and Section 7.3 only, The Chinese American Bank, a New York state-chartered bank (the “Bank”), and, for purposes of Section 8.13(e) only, United Commercial Bank, a California state-chartered bank (“UCB”) and The China Safe Deposit Company, a New York corporation.

     WHEREAS, the boards of directors of UCBH and BVI, the managing member of the Company, and the manager of Buyer have determined that it is in the best interests of their respective companies and their shareholders or the sole member, as the case may be, to consummate the business combination transaction provided for herein in which the Company will, subject to the terms and conditions set forth herein, merge with and into Buyer, with Buyer being the surviving entity (the “Merger”), and Dr. Huang has determined that it is in his best interests to consummate the Merger;

     WHEREAS, UCBH contemplates that, following the Merger and at its sole and unilateral discretion, UCBH shall effect a sideways merger of the Bank, a wholly owned subsidiary of the Company prior to the Merger and a wholly-owned subsidiary of Buyer following the Merger, with and into UCBH’s banking subsidiary, UCB, as the surviving company, as provided for in agreements and certificates in substantially the forms attached hereto as Exhibits A, B and C;

     WHEREAS, the parties intend for the Merger to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (collectively, the “Code”); and

     WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE MERGER

     1.1. Definitions . In addition to those terms defined throughout this Agreement, the defined terms used herein have the meanings set forth on Appendix I hereto.

     1.2. The Merger . Subject to the terms and conditions of this Agreement, in accordance with applicable provisions of the NYBL, the NYBCL, the CFC, the DLLCA and the Bank Holding Company Act of 1956, as amended and the Riegle-Neal Banking and Branching Efficiency Act of 1994, at the Effective Time, the Company shall merge with and into Buyer. Buyer shall be the surviving company (hereinafter sometimes called the “Surviving Company”) in the Merger. The name of the Surviving Company shall be “UCB Merger II, LLC.” Upon consummation of the Merger, the separate legal

existence of the Company shall terminate. The parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations thereunder.

     1.3. Closing; Effective Time .

          (a) Closing . Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) will take place at the close of business or other agreed time on the fifth business day after the latest to occur of the conditions set forth in Article IX hereof (other than those conditions which relate to actions to be taken at the Closing) having been waived or satisfied (the “Closing Date”), at the offices of Squire, Sanders & Dempsey L.L.P., One Maritime Plaza, Suite 300, San Francisco, California 94111-3492 unless another time, date or place is agreed to in writing by the parties hereto.

          (b) Effective Time . Subject to the provisions of this Agreement, a certificate of merger complying with the applicable provisions of Section 18-209 of the DLLCA (the “Delaware Certificate of Merger”), in substantially the form attached hereto as Exhibit D, shall be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”), on the Closing Date by the Company and Buyer. The Merger shall become effective at such time as the filing with the Delaware Secretary of the Delaware Certificate of Merger becomes effective (the “Effective Time”).

     1.4. Effects of the Merger . At and after the Effective Time, the Merger shall have the effects set forth in Section 18-209(g) of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company shall vest in the Surviving Company, and all debts, liabilities and duties of the Company shall become the debts, liabilities and duties of the Surviving Company, and the Surviving Company shall be a wholly owned Subsidiary of UCBH.

     1.5. Conversion of Company Percentage Interests .

          (a) At the Effective Time, subject to the exceptions and limitations set forth in Article II hereof, all Company Percentage Interests issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and without any action on the part of the holder thereof, be cancelled and cease to exist and be converted into the right to receive the aggregate of the Cash Amount and the Stock Amount (in the aggregate, the “Merger Consideration”).

          (b) Notwithstanding any other provision of this Agreement, the number of shares of UCBH Common Stock delivered as Merger Consideration shall not be less than such number of shares of UCBH Common Stock as would cause the value of such shares of UCBH Common Stock to equal forty percent (40%) of the sum of (x) the value of such shares of UCBH Common Stock plus (y) the Cash Amount. If the requirement set forth in the preceding sentence would not otherwise be satisfied, then the total number of shares of UCBH Common Stock delivered as Merger Consideration shall be increased and the Cash Amount shall be correspondingly decreased to the minimum extent necessary to satisfy such requirement; provided, that the total value of the Merger Consideration (after taking into account the increase in the number of shares of UCBH Common Stock and the corresponding decrease in the Cash Amount pursuant to this Section 1.5(b)) shall remain the same as the total value of the Merger Consideration would have been had no adjustments been made pursuant to this Section 1.5(b). For purposes of this Section 1.5(b), the value of each share of UCBH Common Stock included in the Merger Consideration shall be determined in such manner and as of such date as is required by applicable federal income tax laws and regulations (including Section 368 of the Code).

     1.6. UCBH Capital Stock; Buyer Interests . Each share of UCBH Capital Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall not be converted or otherwise affected by the Merger. The membership interest of Buyer outstanding immediately prior to the Effective Time shall remain outstanding and shall not be converted or otherwise affected by the Merger.

     1.7. Certificate of Formation . At the Effective Time, the Certificate of Formation of Buyer, as in effect at the Effective Time, shall be the Certificate of Formation of the Surviving Company.

     1.8. Limited Liability Company Agreement . At the Effective Time, the Limited Liability Company Agreement of Buyer, as in effect immediately prior to the Effective Time, shall be the Limited Liability Company Agreement of the Surviving Company until thereafter amended in accordance with applicable law.

     1.9. Managers and Officers . The managers and officers of Buyer immediately prior to the Effective Time shall be the managers and officers of the Surviving Company, each to hold office in accordance with the Certificate of Formation and Limited Liability Company Agreement of Buyer until their respective successors are duly elected or appointed and qualified.

     1.10. Approval by BVI and Dr. Huang .

          (a) BVI, being the holder of all the Company Percentage Interests, hereby approves of the Merger and all the transactions contemplated hereby and hereby consents to the consummation of the transactions contemplated hereby. This Section 1.10(a) shall be deemed a written consent of the members of the Company, dated the date of this Agreement, made pursuant to the authority of the members of the Company to act without a meeting in accordance with Section 18-302(d) of the DLLCA. All approvals and consents set out in this Section 1.10(a) shall have the same force and effect as if they were made or adopted at a validly noticed meeting of the members of the Company and shall not be modified or rescinded and shall be in full force and effect as of the Closing Date.

          (b) Dr. Huang, being the holder of all the issued and outstanding shares of BVI Common Stock, hereby approves of the Merger and all the transactions contemplated hereby and hereby consents to the consummation of the transactions contemplated hereby. This Section 1.10(b) shall be deemed a written consent of the shareholder of BVI, dated the date of this Agreement, made pursuant to the authority of the shareholder of BVI to act without a meeting in accordance with Article 88 of the British Virgin Islands Business Companies Act, 2004. All approvals and consents set out in this Section 1.10(b) shall have the same force and effect as if they were made or adopted at a validly noticed meeting of the shareholder of the BVI and shall not be modified or rescinded and be full force and effect as of the Closing Date.

ARTICLE II

DELIVERY OF MERGER CONSIDERATION

     2.1. Cash Amount Adjustment .

          (a) The Cash Amount shall be decreased in accordance with Section 2.1(d) below if the Appraised Properties are conclusively appraised in accordance with Section 2.1(b)-(c) below to have a fair market value less than $30,000,000.

          (b) Within twenty-five (25) days after the date hereof, the Company shall deliver to UCBH, at the Company’s sole expense, an appraisal of the fair market value of the Company’s real properties at 77 Bowery, New York, NY 10002 and 38-05 Union Street, Flushing, NY 11354 (the “Appraised Properties”). If UCBH reasonably deems such appraisal to be satisfactory, such appraisal shall be deemed to set forth conclusively the fair market value of the Appraised Properties. If such appraisal is not reasonably satisfactory to UCBH, UCBH shall, within twenty-five (25) days of receipt of the appraisal from the Company, obtain its own appraisal, at UCBH’s sole expense, of the fair market value of the Appraised Properties. The Company and UCBH shall cooperate fully with the other’s appraiser, including providing all information necessary or appropriate to an appraisal, as requested by either appraiser. All information provided to one appraiser shall be provided to both appraisers, the Company and UCBH. Unless the higher of the appraised values obtained by the Company and UCBH is more than one hundred five percent (105%) of the lower appraised value, the two appraised values shall be averaged, and such average shall be deemed to conclusively establish the fair market value of the Appraised Properties.

          (c) If the higher of the appraised values obtained by the Company and UCBH is more than one hundred five percent (105%) of the lower appraised value, a third appraiser shall be appointed by the first two appraisers. The fee for the third appraiser shall be paid equally by the Company and UCBH, provided that such fee shall not materially exceed the average of the fee paid to the two initial appraisers, who shall cooperate fully with such third appraiser. If all three appraisers agree on a fair market value after consultation, such agreed value shall be deemed conclusively to be the fair market value of the Appraised Properties. If all three appraisers cannot agree on a fair market value after consultation, the third appraiser shall, after conducting an independent appraisal of the Appraised Properties, provide an independent fair market value of the Appraised Properties, which value may not be in the form of a range of values but shall be a fixed value. The conclusively appraised fair market value of the Appraised Properties shall be deemed to be the average of all three appraisals, with the third appraiser’s finding weighted at twice the finding of the initial two appraisers.

          (d) If the Appraised Properties are conclusively appraised in accordance with Section 2.1(b)-(c) above to have a fair market value less than $30,000,000, the Cash Amount shall be decreased by an amount equal to the product of (i) the difference between $30,000,000 and the conclusively appraised fair market value, and (ii) 0.60, which amount shall be confirmed in writing by UCBH, Buyer and the Company.

     2.2. Transfer of Company Percentage Interests .

     BVI shall provide UCBH appropriate and necessary documentation enabling BVI to establish, if applicable, an exemption from tax withholding in connection with payment of the Merger Consideration to BVI, accompanied by documents transferring to Buyer all right, title and interest of BVI to and in all of the Company Percentage Interests. Upon delivery of documents transferring to Buyer all right, title and interest in and to all of the Company’s Percentage Interests, together with properly completed and duly executed documentation enabling BVI to establish, if applicable, an exemption from tax withholding in connection with payment of the Merger Consideration to BVI, BVI shall be entitled to receive in exchange therefor the Merger Consideration (subject to the provisions of Section 2.3 hereof).

     2.3. Conversion Procedures .

          (a) If UCBH shall, at any time before the Effective Time:

               (i) declare a dividend in UCBH Common Stock with a record date on or prior to the Closing Date;

               (ii) combine the outstanding shares of UCBH Common Stock into a smaller number of shares;

               (iii) resolve to effect a split or subdivide the outstanding shares of UCBH Common Stock with a record date on or prior to the Closing Date; or

               (iv) reclassify UCBH Common Stock;

then, in any such event, the Stock Amount shall be adjusted so that BVI shall be entitled to receive such number of shares of UCBH Common Stock as BVI would have been entitled to receive as a result of such event if the Effective Time had occurred prior to the happening of such event.

          (b) From and after the Effective Time, UCBH shall pay to BVI any dividends or other distributions of any kind that are declared payable to holders of record of UCBH Common Stock.

UCBH, Buyer or the Company shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement such cash amounts as UCBH, Buyer or the Company are required to deduct and withhold under the Code, or any provision of state, local or foreign law with respect to the making of such payment. To the extent the amounts are so withheld by UCBH, Buyer or the Company such withheld amounts shall be treated for all purposes of this Agreement as having been paid to BVI.

ARTICLE III

DISCLOSURE SCHEDULES; REPRESENTATIONS

     3.1. Disclosure Schedule . Prior to the execution and delivery of this Agreement, the Company, the Bank, BVI and Dr. Huang have delivered to UCBH, and UCBH has delivered to the Company, a schedule (in the case of the Company, the Bank, BVI and Dr. Huang, the “Company Disclosure Schedule,” and in the case of UCBH, the “UCBH Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Article IV, in the case of the Company, the Bank, BVI and Dr. Huang, or Article V, in the case of UCBH, or to one or more of such party’s covenants contained in Article VII.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE BANK, BVI AND DR. HUANG

     Except as set forth in the Company Disclosure Schedule, the Company, the Bank, BVI and Dr. Huang, hereby represent and warrant, jointly and severally, to UCBH, as of the date hereof and as of the Closing Date, as follows:

     4.1. Corporate Organization .

          (a) The Company.

               (i) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. The Certificate of Formation and Limited Liability Company Agreement of the Company, copies of which have previously been made available to UCBH, are true, correct and complete copies of such documents as in effect as of the date of this Agreement. The Company does not have a predecessor.

               (ii) The Company (A) has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and (B) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on the Company.

               (iii) The Company does not have, and never has had, any direct or indirect Subsidiaries other than the Bank and The China Safe Deposit Company. Except as set forth in Section 4.1(b)(iii) of the Company Disclosure Schedule, the Company does not currently own or control, directly or indirectly, any equity interest (or any debt interest convertible into an equity interest) in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity other than the Bank and The China Safe Deposit Company. Except as set forth in Section 4.1(b)(iii) of the Company Disclosure Schedule, the Company is not a participant in any joint venture, partnership or similar arrangement.

               (iv) The existing limited liability company records of the Company contain true, correct, complete and accurate records of all meetings and other limited liability company actions held or taken since September 11, 2001 of its members and managing member. All limited liability company records of the Company existing on September 11, 2001, including record books containing records of all meetings and other limited liability company actions held or taken prior to or on September 11, 2001, were destroyed in the collapse of the World Trade Center buildings in New York City on that date. Such limited liability company records were prepared in the ordinary course of business, consistent with the limited liability company records of bank holding companies having no operations and no assets other than beneficial or record ownership of equity of a bank and, were it not for their destruction, would be consistent with the other representations and warranties contained herein regarding limited liability company records of the Company.

          (b) The Bank.

               (i) The Bank is a New York state-chartered bank duly organized, duly licensed, validly existing and in good standing under the corporate and banking laws of the State of New York. The Bank is not a member of the FRB. The deposit accounts of the Bank are insured by the FDIC to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due. The Organization Certificate and Bylaws of the Bank, copies of which have previously been made available to UCBH, are true, correct and complete copies of such documents as in effect as of the date of this Agreement. The Bank does not have a predecessor.

               (ii) The Bank (A) has all requisite corporate power and authority to engage in the business of commercial banking and to own or lease all of its properties and assets and to carry on its business as it is now being conducted, (B) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so

licensed or qualified would not have a Material Adverse Effect and (C) has all requisite legal authority and bank regulatory good standing to consummate a merger or consolidation with and into Buyer.

               (iii) The Bank does not have any Subsidiaries other than The China Safe Deposit Company. Except as set forth in Section 4.1(b)(iii) of the Company Disclosure Schedule, the Bank does not currently own or control, directly or indirectly, any equity interest (or any debt interest convertible into an equity interest) in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity other than The China Safe Deposit Company. Except as set forth in Section 4.1(b)(iii) of the Company Disclosure Schedule, the Bank is not a participant in any joint venture, partnership or similar arrangement.

               (iv) The minute books of the Bank contain true, correct, complete and accurate records of all meetings and other corporate actions held or taken since the Bank’s incorporation of its shareholder and board of directors (including committees of its board of directors).

               (v) The FDIC premiums assessed to the Bank for the year ended December 31, 2005 were $130,474.

          (c) The China Safe Deposit Company.

               (i) The China Safe Deposit Company is a New York corporation duly incorporated, validly existing and in good standing under the corporate law of the State of New York . The Organization Certificate and Bylaws of The China Safe Deposit Company, copies of which have previously been made available to UCBH, are true and correct and complete copies of such documents as in effect as of the date of this Agreement. The China Safe Deposit Company does not have a predecessor.

               (ii) The China Safe Deposit Company (A) has all requisite corporate power and authority to carry on the business as it is now being conducted and to own or lease all of its properties and assets, and (B) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect.

               (iii) The China Safe Deposit Company does not have any Subsidiaries. The China Safe Deposit Company does not currently own or control, directly or indirectly, any equity interest (or any debt interest convertible into an equity interest) in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The China Safe Deposit Company is not a participant in any joint venture, partnership or similar arrangement.

               (iv) The minute books of The China Safe Deposit Company contain true, correct, complete and accurate records of all meetings and other corporate actions held or taken since the incorporation of The China Safe Deposit Company of its shareholder and board of directors (including committees of its board of directors).

     4.2. Capitalization .

          (a) The authorized capital of the Company consists of 100 Company Percentage Interests. As of the date of this Agreement, there are (i) 100 Company Percentage Interests issued and outstanding, all of which are owned by BVI and clear of any Liens, and (ii) no Company Percentage Interests authorized but unissued. No person other than BVI owns any ownership interest in the Company. All of the issued and outstanding Company Percentage Interests have been duly authorized

and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. The Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any Company Percentage Interests or any other equity security of the Company or any securities representing the right to purchase or otherwise receive any Company Percentage Interests or any other equity security of the Company. The Company does not have a stock option plan or other equity incentive plan. The existing limited liability company records of the Company, containing a list of all current and former members of the Company and their membership interests, a copy of which limited liability company records has previously been made available to UCBH, is a true and correct and complete copy of such limited liability company records as of the date of this Agreement and accurately reflects the members of record of the Company.

          (b) The authorized capital stock of the Bank consists of 209,988 shares of common stock, par value $10.00 per share (the “Bank Common Stock”). As of the date of this Agreement, there are (i) 209,988 shares of Bank Common Stock issued and outstanding, all of which are owned by the Company free and clear of any Liens, and (ii) no shares of Bank Common Stock reserved for issuance upon exercise of outstanding stock options or otherwise. All of the issued and outstanding shares of Bank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable (except as otherwise provided in Section 630 of the NYBCL) and free of preemptive rights, with no personal liability attaching to the ownership thereof (except as otherwise provided in Section 630 of the NYBCL). The Bank does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Bank Common Stock or any other equity security of the Bank or any securities representing the right to purchase or otherwise receive any shares of Bank Common Stock or any other equity security of the Bank. The Bank does not have a stock option plan or other equity incentive plan. The share journal and stock transfer ledger of the Bank, a copy of which has previously been made available to UCBH, is a true and correct and complete copy of such document as of the date of this Agreement and accurately reflects the shareholder of record of the Bank. The Bank became a Subsidiary of the Company in a transaction effective December 31, 1998 for which it had received all required approvals by the Board of Governors of the FRB, the Federal Deposit Insurance Corporation, and the New York Superintendent of Banks.

          (c) The authorized capital stock of The China Safe Deposit Company consists of 1,000 shares of common stock, par value $100 per share (the “CSD Common Stock”). As of the date of this Agreement, there are (i) 1,000 shares of CSD Common Stock issued and outstanding, all of which are owned by the Bank free and clear of any Liens, and (ii) no shares of CSD Common Stock reserved for issuance upon exercise of outstanding stock options or otherwise. All of the issued and outstanding shares of CSD Common Stock have been duly authorized and validly issued and are fully paid, nonassessable (except as otherwise provided in Section 630 of the NYBCL) and free of preemptive rights, with no personal liability attaching to the ownership thereof. The China Safe Deposit Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of CSD Common Stock or any other equity security of The China Safe Deposit Company or any securities representing the right to purchase or otherwise receive any shares of CSD Common Stock or any other equity security of The China Safe Deposit Company. The China Safe Deposit Company does not have a stock option plan or other equity incentive plan. The share journal and stock transfer ledger of The China Safe Deposit Company, a copy of which has previously been made available to UCBH, is a true and correct and complete copy of such document as of the date of this Agreement and accurately reflects the shareholder of record of The China Safe Deposit Company. The China Safe Deposit Company became a Subsidiary of the Company in a transaction effective December 31, 1998.

     4.3. Authority; No Violation .

          (a) Each of the Company and the Bank has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the managing member of the Company and the board of directors of the Bank. No limited liability company or corporate proceedings on the part of the Company or the Bank, respectively, are necessary to approve this Agreement and to consummate the transactions contemplated hereby, except as have been previously obtained. This Agreement has been duly and validly executed and delivered by the Company and the Bank, and (assuming due authorization, execution and delivery by UCBH and Buyer) this Agreement constitutes a valid and binding obligation of each of the Company and the Bank, enforceable against each of the Company and the Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

          (b) Neither the execution and delivery of this Agreement by the Company or the Bank, nor the consummation by the Company or the Bank of the transactions contemplated hereby, nor compliance by the Company or the Bank with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Formation, Limited Liability Company Agreement, Organization Certificate or Bylaws, as the case may be, of the Company or any of the Company’s Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of the Company’s Subsidiaries or to any of their properties or assets, or (y) except as set forth on Section 4.3(b) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance (a “Lien”) upon any of the properties or assets of the Company or any of the Company’s Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which the Company or any of the Company’s Subsidiaries is a party, or by which the Company or any of the Company’s Subsidiaries or any of their properties or assets may be bound or affected.

     4.4. Consents and Approvals .

          (a) Except for (i) the filing by UCBH of any necessary application with the FRB under the Bank Holding Company Act of 1956, as amended (the “FRB Application”), and approval or waiver of such application, (ii) the filing of an application with the FDIC under the Bank Merger Act and the Riegle-Neal Banking and Branching Efficiency Act of 1994 (the “FDIC Application”) and approval of such application, (iii) the filing of applications and/or notices or notification filings, as may be required under applicable law, with the CADFI, the NYSBD, and the Federal Reserve Bank of New York (the “State Banking Approvals and Notices”), (iv) the filing of the Delaware Certificate of Merger with the Delaware Secretary, (v) the filing in the offices of the California Secretary of State and the California Commissioner of Financial Institutions pursuant to CFC Section 4887(b) of a Plan and Agreement of Merger and Certificates of Approval in substantially the forms attached hereto as Exhibits A and B, respectively, (vi) the filings in the offices of such officials of the State of New York and its political subdivisions as may be necessary or proper to effect and evidence the transactions contemplated hereby, including the New York Superintendent of Banks of a Plan of Merger and Certificates in substantially the form attached hereto as Exhibit C, (vii) filings evidencing compliance with applicable state and federal securities laws, and (viii) such filings, authorizations or approvals as are set forth in Section 4.4 of the

Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each, a “Governmental Entity”) or with any third party are necessary in connection with the execution and delivery by the Company and the Bank of this Agreement or the consummation by the Company and the Bank of the Merger and the other transactions contemplated hereby.

          (b) Except for the filings identified in Section 4.4(a) above, each of the Company and the Bank has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any applicable “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other anti-takeover laws and regulations of any state (collectively, “Takeover Laws”). Each of the Company and the Bank has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any provision in its Certificate of Formation, Limited Liability Company Agreement, Organization Certificate or Bylaws, as the case may be, concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

     4.5. Regulatory Reports .

          (a) Each of the Company and the Bank has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2001 with (i) the FRB, (ii) the FDIC, and (iii) the NYSBD or any other state banking commission or any other state regulatory authority (each a “Regulatory Agency”), and has paid all fees and assessments due and payable in connection therewith. Except for (i) normal examinations conducted by a Regulatory Agency in the regular course of the business of the Company or any of the Company’s Subsidiaries, and (ii) as set forth in Section 4.5(a) of the Company Disclosure Schedule, no Regulatory Agency has initiated any proceeding or, to the knowledge of the Company or any of the Company’s Subsidiaries, any investigation into the business or operations of the Company or any of the Company’s Subsidiaries since December 31, 2001. Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, there is no unresolved material violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company or any of the Company’s Subsidiaries.

          (b) Section 4.5(b) of the Company Disclosure Schedule sets forth each written communication provided (whether by U.S. mail, electronic mail, private courier or otherwise) by the Bank to the Company, and each communication provided (whether by U.S. mail, electronic mail, private courier or otherwise) by the Company to BVI, since December 31, 2002, copies of which the Company has previously made available to UCBH. Neither the Company nor the Bank has registered any capital stock or transactions with the SEC under the Securities Act, and neither the Company nor the Bank is required to register with or file any reports with the SEC under Section 12, 13 or 15 of the Exchange Act. No enforcement action has been initiated against the Company or the Bank by the SEC or the FDIC relating to disclosures contained in any communication of the Bank to the Company or the Company to BVI.

     4.6. Financial Statements .

          (a) The Company has previously made available to UCBH copies of the unaudited Company-prepared financial reports of the Company and its Subsidiaries as of December 31 for the fiscal years 2003 through 2005, in each case as filed with the Federal Reserve Bank of New York with any consolidating adjustments. The September 30, 2006 unaudited Company-prepared consolidated

balance sheet of the Company and the Company’s Subsidiaries fairly presents the consolidated financial position of the Company and the Company’s Subsidiaries as of the date thereof (subject to recurring audit adjustments normal in nature and amount and the disclosures made in the accompanying letter of the Company’s independent registered public accountant) as of September 30, 2006. Such consolidated balance sheet complies with applicable accounting requirements and has been prepared in accordance with GAAP (subject to the disclosures made in the accompanying letter of the Company’s independent registered public accountant). The books and records of the Company have been, and are being, maintained in accordance with regulatory accounting practices and any other applicable legal and accounting requirements and reflect only actual transactions. The Company has not changed its methods of accounting in effect at September 30, 2006, except as required by changes in GAAP or regulatory accounting practices as concurred to by the Company’s independent registered public accountant. The Company has never had any operations other than its acquisition and ownership of shares of Bank Common Stock and, except as set forth on Section 4.6(a) of the Company Disclosure Schedule, has never owned any assets other than cash, cash equivalents and shares of Bank Common Stock.

          (b) The Company has previously made available to UCBH copies of the consolidated balance sheets of the Bank and its Subsidiary as of December 31 for the fiscal years 2002 through 2005 and the related consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the fiscal years 2002 through 2005, in each case accompanied by the audit report of the Bank’s independent registered public accountants. The December 31, 2005 consolidated balance sheet of the Bank and its Subsidiary (including the related notes, where applicable) fairly presents the financial position of the Bank and its Subsidiary as of the date thereof, and the other consolidated financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the operations and financial position of the Bank and its Subsidiary for the respective fiscal periods or as of the respective dates therein set forth; each of such consolidated statements, (including the related notes, where applicable) complies with applicable accounting requirements; and each of such consolidated statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto. The books and records of the Bank and its Subsidiary have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. The unaudited Bank-prepared financial statements of the Bank as of September 30, 2006 fairly present the financial condition of the Bank as of that date, in accordance with regulatory accounting practices. The Bank has not changed its methods of accounting in effect at December 31, 2005, except as required by changes in GAAP or regulatory accounting practices as concurred to by the Bank’s independent registered public accountants.

     4.7. Broker’s Fees . None of the Company or any of the Company’s Subsidiaries or any of their officers or directors has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement.

     4.8. Absence of Certain Changes or Events .

          (a) Since December 31, 2005, there has been no change or development or combination of changes or developments which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company or any of the Company’s Subsidiaries.

          (b) Without limiting the generality of Section 4.8(a) hereof, since December 31, 2005, each of the Company and the Company’s Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice and there has not been any:

               (i) change in the authorized or issued Company Percentage Interests or the capital stock of any of the Company’s Subsidiaries; grant by the Company or any of the Company’s Subsidiaries of any Company Percentage Interests or stock option or right to purchase Company Percentage Interests or shares of capital stock of any of the Company’s Subsidiaries; issuance of any security convertible into Company Percentage Interests or shares of capital stock of any of the Company’s Subsidiaries; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company or any of the Company’s Subsidiaries of any Company Percentage Interests or shares of capital stock of any of the Company’s Subsidiaries; or declaration or payment of any dividend or other distribution or payment in respect of Company Percentage Interests or shares of capital stock of any of the Company’s Subsidiaries;

               (ii) amendment to the Certificate of Formation, Limited Liability Company Agreement, Organization Certificate or Bylaws, as the case may be, of the Company or any of the Company’s Subsidiaries;

               (iii) increase in the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any employee, shareholder, officer or director of the Company or any of the Company’s Subsidiaries from the amount thereof in effect as of December 31, 2005 (except as disclosed in Section 4.8(b)(iii) of the Company Disclosure Schedule), grant of any severance or termination pay, entry into any contract to make or grant any severance or termination pay, or payment of any bonus (except increases, grants, arrangements and payments in the ordinary course of business consistent with past practice);

               (iv) adoption of, or any increase in the payments to or benefits under, any profit-sharing, bonus (except for bonus payments as disclosed in Section 4.8(b)(iv) of the Company Disclosure Schedule), deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company or any of the Company’s Subsidiaries, except in the ordinary course of business consistent with past practice or as required by tax law (to qualify thereunder) or otherwise by law;

               (v) damage to or destruction or loss of any asset or property of the Company or any of the Company’s Subsidiaries, whether or not covered by insurance, materially and adversely affecting the business, results of operations or financial condition of the Company or any of the Company’s Subsidiaries;

               (vi) entry into, termination of, or receipt of notice of termination of (A) any license, distributorship, dealer, sales representative, joint venture, or similar agreement, or (B) any contract or transaction not entered into in the ordinary course of business involving a total remaining commitment by or to the Company or any of the Company’s Subsidiaries of at least $50,000;

               (vii) except as set forth in Section 4.8(b)(vii) of the Company Disclosure Schedule, sale (other than sales of inventory or Other Real Estate Owned in the ordinary course of business consistent with past practice), lease, or other disposition of any asset or property of the Company or any of the Company’s Subsidiaries having a fair market value in excess of $50,000 or mortgage, pledge, or imposition of any lien or other encumbrance on any or property of the Company or any of the Company’s Subsidiaries having a fair market value in excess of $50,000;

               (viii) cancellation or waiver of any claims or rights with a value to the Company or any of the Company’s Subsidiaries in excess of $50,000;

               (ix) strike, work stoppage, slow-down or other labor disturbance, union-organizing activities or other union-sponsored activities affecting or targeting the Company or any of the Company’s Subsidiaries;

               (x) entry into a collective bargaining agreement, contract or other agreement or understanding with a labor union or organization affecting the Company or any of the Company’s Subsidiaries; or

               (xi) agreement, whether oral or written, by the Company or any of the Company’s Subsidiaries to do or assist with any of the foregoing.

     4.9. Legal Proceedings .

          (a) Except as set forth in Section 4.9(a) of the Company Disclosure Schedule, neither the Company nor any of the Company’s Subsidiaries is a party to any, and there are no pending or, to the knowledge of the Company or any of the Company’s Subsidiaries, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against the Company or any of the Company’s Subsidiaries or challenging the validity or propriety of the transactions contemplated by this Agreement.

          (b) Except as set forth in Section 4.9(b) of the Company Disclosure Schedule, there is, to the knowledge of the Company or any of the Company’s Subsidiaries, no injunction, order, judgment, decree or regulatory restriction imposed upon the Company or any of the Company’s Subsidiaries or any of their respective assets which is not of general application to companies like the Company and the Company’s Subsidiaries.

     4.10. Taxes .

          (a) All income, employment and withholding Tax Returns and all other material Tax Returns that were required to be filed (taking into account any extensions of time within which to file) by or with respect to the Company or any of the Company’s Subsidiaries have been duly and timely filed, and all such Tax Returns were and are complete and accurate in all material respects. All Taxes shown to be due on the foregoing Tax Returns or that were otherwise due and payable by the Company or any of the Company’s Subsidiaries have been timely paid in full. All Taxes that the Company or any of the Company’s Subsidiaries were obligated to withhold from amounts paid or owing to any employee, creditor, shareholder or third party have been paid over to the proper Governmental Entity in a timely manner, to the extent due and payable. No currently effective extensions or waivers of statutes of limitation have been given by or requested with respect to the filing of any Tax Returns by or with respect to the Company or any of the Company’s Subsidiaries or the assessment of any Taxes with respect to the Company or any of the Company’s Subsidiaries. No deficiencies or adjustments for any Taxes have been proposed or assessed in writing with respect to the Company or any of the Company’s Subsidiaries, and, to the knowledge of the Company, the Company’s Subsidiaries and Dr. Huang, no assessment of any deficiency or adjustment in Taxes with respect to the Company or any of the Company’s Subsidiaries has been threatened by a Governmental Entity. There is not now in progress any audit, examination or other proceeding with respect to any Tax Return of the Company or any of the Company’s Subsidiaries, and no Governmental Entity has notified the Company or any of the Company’s Subsidiaries that it intends to commence any audit, examination or other proceeding with respect to any Tax Return of the Company or any of the Company’s Subsidiaries. There are no matters under discussion with any Governmental Entity with respect to Taxes that could reasonably be expected to result in an additional amount of Taxes payable by the Company or any of the Company’s Subsidiaries. No Liens for Taxes exist with respect to any assets or properties of the Company or any of the Company’s Subsidiaries except for statutory Liens

for Taxes not yet due and payable. The Company and the Company’s Subsidiaries have disclosed on their Tax Returns all positions taken therein that could reasonably be expected to give rise to the accuracy-related penalties of Section 6662 or Section 6662A of the Code but for adequate disclosure thereof. The Company has heretofore delivered to UCBH true, correct and complete copies of all of the Company’s and the Company’s Subsidiaries’ federal and state Tax Returns for the respective tax years ended December 31, 2001 through December 31, 2005, and no amendments or other changes have been made thereto since the date of such delivery.

          (b) The Company has made adequate provision in its unaudited consolidated balance sheet dated September 30, 2006 (in accordance with GAAP) for all unpaid Taxes of the Company and the Company’s Subsidiaries, and the charges, accruals, and reserves with respect to unpaid Taxes on the respective books of the Company and the Company’s Subsidiaries are adequate (as determined in accordance with GAAP) and are at least equal to the liabilities for unpaid Taxes of the Company and the Company’s Subsidiaries. Since December 31, 2005, neither the Company nor the Company’s Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses (as such terms are used in GAAP).

          (c) The Merger, either by itself or in conjunction with any other transaction that the Company or any of the Company’s Subsidiaries may have entered into or agreed to, will not give rise to any liability for Taxes under Section 355(e) of the Code for which the Company or any of the Company’s Subsidiaries may in any way be held liable. Neither the Company nor any of the Company’s Subsidiaries has participated in any transaction that will make the Company or any of the Company’s Subsidiaries in any way liable for any liability for Taxes under Section 355(e) of the Code.

          (d) Neither the Company nor any of the Company’s Subsidiaries is now or has ever been a member of any affiliated, combined, unitary or similar group filing a consolidated, combined, unitary or similar federal or state income Tax Return (other than a group the common parent of which is the Company), and the Company and the Company’s Subsidiaries have no liability for the Taxes of any other party (other than the Company or the Company’s Subsidiaries) under Treasury Regulations §1.1502-6 (or any similar provision of state, local or foreign law), including as a transferee or successor, by contract, or otherwise. Except as disclosed in Section 4.5(b) of the Company Disclosure Schedule, there exists no tax sharing, tax allocation or other similar agreement between the Company or any of the Company’s Subsidiaries and any other party.

          (e) No claim has ever been made by an authority in a jurisdiction where the Company or any of the Company’s Subsidiaries does not file Tax Returns that the Company or any of the Company’s Subsidiaries is or may be subject to taxation by that jurisdiction, nor, to the knowledge of the Company, the Company’s Subsidiaries or Dr. Huang, is there any valid basis for any such claim.

          (f) Neither the Company nor any of the Company’s Subsidiaries has been a “United States real property holding corporation” within the meaning of Section 897 of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

          (g) The Company and the Company’s Subsidiaries are in compliance in all material respects with, and their respective records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply in all material respects with, all applicable information reporting and Tax withholding requirements under federal, state and local Tax laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

          (h) The Company is now and has at all times been classified as an association taxable as a corporation for federal income tax purposes. The Company has no excess loss account, as such term is used in Section 1.1502-19 of the Treasury Regulations, with respect to any capital stock of any Subsidiary. Neither the Company nor any of its Subsidiaries has outstanding any items that can give rise to taxable gain under Section 1.1502-13 of the Treasury Regulations.

          (i) BVI’s adjusted tax basis in the Owner Debt, prior to its contribution thereof to the Company, was, for federal income tax purposes, not less than the outstanding balance thereof.

     4.11. Employee Benefit Plans .

          (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true and correct and complete list of (i) each incentive compensation plan, deferred compensation plan and equity compensation plan; (ii) each “welfare” plan, fund or program (within the meaning of Section 3(1) of ERISA); (iii) each “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA); (iv) each employment, termination or severance agreement; and (v) each other employee benefit plan, fund, program, agreement or benefit arrangement that is sponsored or maintained, or to which contributions are made or required to be made, by the Company, the Bank or any of the Company’s ERISA Affiliates for the benefit of any current or former employee, officer, director or consultant (or any of their dependents) of the Company or the Bank or any of the Company’s ERISA Affiliates (the “Company Plans”).

          (b) The Company has heretofore provided or made available to UCBH true and correct and complete copies of each of the Company Plans (or, with respect to any Company Plan that is unwritten, a detailed written description of such Company Plan) and each of the following documents, if applicable: (i) the actuarial report for each Company Plan for each of the last three (3) years, (ii) the most recent determination letter from the Internal Revenue Service for each Company Plan, (iii) a copy of the most recent summary plan description required for each Company Plan under ERISA, (iv) a copy of the Form 5500 (with attachments) filed with the Internal Revenue Service for each Company Plan for each of the last three (3) years, (v) the most recent summary annual report for each Company Plan, (vi) all trust agreements, insurance contracts, or funding instruments related to each Company Plan, (vii) all rulings, no-action letters, or advisory opinions from any governmental authority with respect to any Company Plan, and (viii) all summary material modifications and employee handbooks regarding Company Plans.

          (c) Each of the Company Plans is in compliance in all material respects with the applicable provisions of the Code and ERISA (including, but not limited to the Health Insurance Portability and Accountability Act of 1996, the Uruguay Round Agreements Act, the Small Business Job Protection Act of 1996, the Uniformed Services Employment, Reemployment Rights Act of 1994, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief Act of 2000, the Economic Growth and Tax Relief Reconciliation Act of 2001, the American Jobs Creation Act of 2004 and the Pension Protection Act of 2006); each Company Plan intended to be “qualified” within the meaning of Section 401(a) of the Code, or the prototype plan on which any Company Plan is based, has received a favorable determination letter from the IRS; no Company Plan has a material accumulated or waived funding deficiency within the meaning of Section 412 of the Code; none of the Company, the Bank, or any ERISA Affiliate has incurred, directly or indirectly, any liability to or on account of any Company Plan pursuant to Title IV of ERISA (other than Pension Benefit Guaranty Corporation premiums); no proceedings have been instituted by the Pension Benefit Guaranty Corporation to terminate any Company Plan that is subject to Title IV of ERISA; no “reportable event,” as such term is defined in Section 4043(c) of ERISA, has occurred with respect to any Company Plan (other than a reportable event with respect to which the notice period has been waived); and to the knowledge of the Company and the Company’s Subsidiaries, no condition exists that presents a

risk to the Company or the Bank of incurring a liability to or on account of any Company Plan pursuant to Title IV of ERISA; no Company Plan is a multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) and no Company Plan is a multiple employer plan as defined in Section 413 of the Code; and there are no pending or, to the knowledge of the Company or any of the Company’s Subsidiaries, threatened claims (other than routine claims for benefits) by, on behalf of or against any of Company Plans or any trusts related thereto. All contributions (including all employer contributions and employee contributions) that have been required to have been paid with respect to each Company Plan have been paid within the time required by the Company Plan or the Code. Except as required by the Code or law, the consummation of the transactions contemplated by this Agreement will not accelerate the time of vesting or the time of payment, or increase the amount, of compensation due to any employee or director of the Company or any of the Company’s Subsidiaries under any Company Plan. No Company Plan provides for any payment or funding for the continuation of medical, dental, life or disability coverage for any employee or former employee of the Company or any of the Company’s Subsidiaries for any period of time beyond termination of service or the end of the current plan year (except to the extent of coverage required under the Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended).

          (d) Neither the Company nor any of the Company’s Subsidiaries has made or become obligated to make, nor will UCBH, Buyer, the Company or any of the Company’s Subsidiaries, as a result of any event connected with any transaction contemplated hereby and/or any termination of employment related to such transaction, make or become obligated to make, any “excess parachute payment,” as defined in Section 280G of the Code (without regard to subsection (b)(4) thereof) (or any corresponding provision of state, local or foreign law), or any amount that would not be fully deductible by reason of Section 162(m) of the Code (or any corresponding provision of state, local or foreign law).

          (e) To the knowledge of the Company, each Employee Benefit Plan of the Company or a Company Subsidiary that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been operated since January 1, 2005, in good faith to the extent necessary to avoid noncompliance with Code Section 409A.

     4.12. Disclosure Controls and Procedures . None of the records, systems, controls, data or information of the Company or any of the Company’s Subsidiaries are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company or the Company’s Subsidiaries, except as would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls of the Company or any of the Company’s Subsidiaries described in the next sentence. The Company and the Company’s Subsidiaries have devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

     4.13. Company Information . The information relating to the Company and the Company’s Subsidiaries that has been or will be provided to UCBH by the Company or any of the Company’s Subsidiaries or any of their representatives for inclusion in any document filed by UCBH with any Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

     4.14. Compliance with Applicable Law . Each of the Company and the Company’s Subsidiaries:

          (a) except as set forth in Section 4.14(a) of the Company Disclosure Schedule, is in compliance (and has not been advised that it is not in compliance) in the conduct of its business, with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, permits, licenses, franchises, certificates of authority, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including, without limitation, if and to the extent applicable, the Bank Holding Company Act of 1956, as amended, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and all other applicable fair lending and fair housing laws or other laws relating to discrimination (including, without limitation, anti-redlining, equal credit opportunity and fair credit reporting), truth-in-lending, real estate settlement procedures, adjustable rate mortgages disclosures or consumer credit (including, without limitation, the federal Consumer Credit Protection Act, the federal Truth-in Lending Act and Regulation Z thereunder, the federal Real Estate Settlement Procedures Act of 1974 and Regulation X thereunder, and the federal Equal Credit Opportunity Act and Regulation B thereunder) or with respect to the Flood Disaster Protection Act, except where such failure to be in compliance would not have a Material Adverse Effect;

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

          (c) has, since December 31, 2001, received no notification or communication from any Governmental Entity (i) asserting that the Company or any of the Company’s Subsidiaries is not in compliance with any statutes, regulations or ordinances, except for examination comments provided in examination reports issued to the Company and the Company’s Subsidiaries, (ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (iii) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, the Bank’s FDIC deposit insurance; and

          (d) except as set forth in Section 4.14(d) of the Company Disclosure Schedule or noted in the examination reports issued to the Company and the Company’s Subsidiaries, is not a party to or subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter, supervisory letter, resolution of the Company’s board of directors, or similar submission to, any Governmental Entity charged with the supervision or regulation of depository institutions or depository institution holding companies or engaged in the insurance of deposits (including, the FDIC and NYSBD) or the supervision or regulation of the Company or any of the Company’s Subsidiaries, and neither the Company nor any of the Company’s Subsidiaries has been advised in writing by any such Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.

          (e) is working to achieve, and as of the Effective Time will be in, compliance in all respects with the Consent Order to Cease and Desist issued by the NYSBD on or about March 16, 2004, the Order to Cease and Desist issued by the FDIC on or about March 16, 2004 and the Cease and Desist Order issued by the Board of Governors of the Federal Reserve System on or about May 6, 2004 (the “FRB Order”). Neither the Federal Reserve Bank of New York nor the Director of the Division of Banking Supervision and Regulation of the Board of Governors has ever made or threatened a determination that Dr. Huang, or, where applicable, the Company, has violated any of the provisions of paragraphs 1 through 5 of the FRB Order.

     4.15. Contracts .

          (a) Neither the Company nor any of the Company’s Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in (x) any payment or benefits (whether of severance pay or otherwise) becoming due, or any increase in the amount of or acceleration or vesting of any rights to any payment or benefits, from UCBH, the Company, or any of their respective Subsidiaries to any director, officer, employee or consultant thereof or (y) the invalidity, unenforceability or discontinuation of any such contract, arrangement, commitment or understanding, whether in whole or in part, (iii) which is not entered into in the ordinary course of business and is not terminable without cause on sixty (60) days or less notice or involves the payment of more than $50,000 per annum, (iv) which materially restricts the conduct of any line of business by the Company or any of the Company’s Subsidiaries, or (v) which provides recourse to the Company or any of the Company’s Subsidiaries in connection with the sale of any loan or other extension of credit (excluding customary short-term rights of recourse for fraudulent application statements in connection with the sale of conforming residential mortgage loans). Each contract, arrangement, commitment or understanding of the type described in this Section 4.15(a) is referred to herein as a “Company Contract.” The Company has previously delivered or made available to UCBH true and correct and complete copies of each Company Contract.

          (b) (i) Each Company Contract is a valid and binding obligation of the Company or a Subsidiary of the Company, as the case may be, and is in full force and effect, (ii) each of the Company and the Company’s Subsidiaries has performed all material obligations required to be performed by it to date under each Company Contract, (iii) no event or condition exists which constitutes, or after notice or lapse of time or both would constitute, a default on the part of the Company or any of the Company’s Subsidiaries under any Company Contract, and (iv) no other party to such Company Contract is, to the knowledge of the Company or the Company’s Subsidiaries, in default in any respect thereunder.

          (c) The Company has not entered into a confidentiality agreement or other similar agreement with any third party (other than UCBH) pursuant to which the Company has contemplated the disclosure of confidential information of the Company.

     4.16. Environmental Matters .

          (a) Each of the Company and the Company’s Subsidiaries, and to the knowledge of the Company and the Company’s Subsidiaries, all Company Real Property and Other Real Estate Owned, are and have been in compliance with all applicable Environmental Laws and neither the Company nor any of the Company’s Subsidiaries has received any notice of violation of any Environmental Laws in the past three (3) years.

          (b) There is no suit, claim, action, proceeding, demand or investigation pending, or to the knowledge of the Company or any of the Company’s Subsidiaries, threatened against any of them or against any borrower of the Company or any of the Company’s Subsidiaries (a “Borrower”) or with respect to which any Company Real Property and Other Real Estate Owned may be the subject involving (i) the actual or alleged violation of any Environmental Law, (ii) the actual or alleged release, discharge, spill, disposal or other presence of, or exposure to any Hazardous Material (including, without limitation, any toxic tort claims) on, from, into or under any Company Real Property or Other Real Estate Owned, or (iii) the actual or alleged liability of the Company or any of the Company’s Subsidiaries

relating to the offsite treatment, transport or disposal, or the arrangement for the offsite treatment, transport or disposal of any Hazardous Materials.

          (c) To the knowledge of the Company and the Company’s Subsidiaries, no portion of any Company Real Property has contained any underground storage tank, surface impoundment or been used as a landfill. To the knowledge of the Company and the Company’s Subsidiaries, none of the Company Real Properties has been the subject of a release, discharge, spill or disposal of any Hazardous Materials. To the knowledge of the Company and the Company’s Subsidiaries, no asbestos, lead paint, radon or mold is present at any Company Real Property.

          (d) The Company and the Company’s Subsidiaries have obtained and currently maintain all material environmental permits, certificates, licenses, franchises, approvals, and authorizations, required under applicable Environmental Laws, for the ownership, operation and use of the Company Real Property (collectively, the “Environmental Permits”). The Company and the Company’s Subsidiaries have at all times operated in material compliance with the terms of the Environmental Permits and none of them has received any notice of violation with respect thereto in the past three (3) years. The consummation of the transactions contemplated by this Agreement will not cause the revocation or cancellation of any material Environmental Permit, nor will it require the filing of any notification or application with any Governmental Entity, whose consent is a condition to the continued effectiveness of any Environmental Permit on and after the Effective Date.

          (e) Neither the Company nor any the Company’s Subsidiaries is a party to any contract or agreement of any kind whatsoever with regard to any Company Real Property or Loan Property pursuant to which any of them may be held to have assumed or agreed to be responsible for any current or contingent liabilities with respect to Hazardous Materials.

          (f) All material environmental audit, inspection, remediation and closure reports in the possession or within the control of the Company or any of the Company’s Subsidiaries with respect to any Company Real Property and Other Real Estate Owned shall be made available to Buyer upon request, pursuant to Section 8.3 hereof.

     4.17. Derivative Transactions . As of the date hereof, neither the Company nor any of the Company’s Subsidiaries has any outstanding Derivative Transaction for its own account or for the account of any of its customers.

     4.18. Approvals . As of the date of this Agreement, neither the Company nor any of the Company’s Subsidiaries knows of any reason why all regulatory approvals applicable to it from any Governmental Entity required for the consummation of the transactions contemplated by this Agreement should not be obtained.

     4.19. Loans and Deposits .

          (a) Except as listed on Section 4.19(a) of the Company Disclosure Schedule, as of October 31, 2006, neither the Company nor any of the Company’s Subsidiaries is a party to any written or oral (i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) over ninety (90) days delinquent in payment of principal or interest or, to the knowledge of the Company or any of the Company’s Subsidiaries, is in violation of a material non-monetary covenant or obligation, or (ii) Loan with any director, executive officer or five percent (5.0%) or greater shareholder of the Company, or, to the knowledge of the Company or any of the Company’s Subsidiaries, any person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing. Section 4.19(a)

of the Company Disclosure Schedule sets forth (x) all of the Loans of the Company or any of the Company’s Subsidiaries that as of October 31, 2006 were classified by any internal or external examiner as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, (y) by category of Loan (i.e., commercial, consumer, etc.) all of the Loans of the Company or any of the Company’s Subsidiaries which were classified as of October 31, 2006, and (z) each asset of the Company or any of the Company’s Subsidiaries that as of October 31, 2006, was classified as “Other Real Estate Owned” and the book value thereof.

          (b) Each Loan in excess of $50,000 (i) is evidenced by notes, written agreements or other written evidences of indebtedness that are true, correct, complete and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected, and (iii) to the knowledge of the Company, is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

          (c) Section 4.19(c)-1 of the Company Disclosure Schedule sets forth a true and accurate list as of October 31, 2006 of all of the Company’s Loans in excess of $1 million together with the then-current balance of and accrued interest on each such Loan, the identity of the borrower thereunder (including a brief description of the nature of the business conducted by such borrower), and the category of Loan (i.e., commercial, consumer, etc.). Section 4.19(c)-2 of the Company Disclosure Schedule sets forth a true and correct and complete list as of October 31, 2006 of all of the Company’s depositors with deposits in excess of $500,000 together with the amount thereof and the identity of the depositor (including a brief description of the nature of the business conducted by such depositor).

     4.20. Property .

          (a) The Company or a Company Subsidiary, as applicable, owns, with good and marketable title in the case of real property (other than real property classified as “Other Real Estate Owned”), subject only to the matters permitted by the following sentence, all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected as owned in the books and records of the Company, including all of the material properties and assets reflected in the interim unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2006, that has been delivered to UCBH prior to the date of this Agreement (except for personal property sold since September 30, 2006 in the ordinary course of business of the Company and the Company’s Subsidiaries consistent with past practice) and all of the properties and assets purchased or otherwise acquired by the Company or any of the Company’s Subsidiaries since September 30, 2006 (except for personal property acquired and sold since such date in the ordinary course of business of the Company and the Company’s Subsidiaries consistent with past practice). All material properties and assets (other than property classified as “Other Real Estate Owned”) reflected in the interim unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2006 that has been delivered to UCBH prior to the date of this Agreement are free and clear of all Liens (and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature) except for, with respect to all such properties and assets, (i) Liens on such properties or assets securing liabilities or obligations disclosed on the interim unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2006, with respect to which, to the knowledge of the Company or any of the Company’s Subsidiaries, no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) Liens on such property or assets incurred after September 30, 2006 to finance the acquisition of such property or assets or the construction of improvements thereon

(such Liens being limited to the property or assets so acquired or improved, as the case may be), with respect to which, to the knowledge of the Company or any of the Company’s Subsidiaries, no default (or event that, with notice or lapse of time or both, would constitute a default) exists under the underlying agreement, (iii) Liens for Taxes not yet due or payable or which are being contested in good faith, (iv) mechanics’, carriers’, warehousemen’s, workers’ and other similar Liens, (v) Liens on property or assets incurred in the ordinary course of business, and (vi) with respect to real property, (A) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company or any of the Company’s Subsidiaries, (B) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto, and (C) easements, rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any other nature that do not materially impair the use of the underlying property in the ordinary course. All leases pursuant to which the Company or any of the Company’s Subsidiaries, as lessee, leases real or personal property are valid and enforceable in accordance with their respective terms, and to the knowledge of the Company or any of the Company’s Subsidiaries, none of the Company or any of the Company’s Subsidiaries is in default, or has received written notice of any default, thereunder.

          (b) The building, plants, structures, and equipment of the Company and the Company’s Subsidiaries are sufficient for the continued conduct of the businesses of the Company and the Company’s Subsidiaries after the Effective Time in substantially the same manner as conducted prior to the Effective Time, except where any failure would not have a Material Adverse Effect.

     4.21. Labor Matters .

          (a) There is no application or petition for certification of a collective bargaining agent or for union representation pending or, to the knowledge of the Company or any of the Company’s Subsidiaries, threatened in writing against the Company or any of the Company’s Subsidiaries, and no employees of the Company’s or any of the Company’s Subsidiaries are or have been since December 31, 2005 represented by any union or other bargaining representative. To the knowledge of the Company and the Company’s Subsidiaries, since December 31, 2005, no union has attempted to organize any group of employees of the Company or any of the Company’s Subsidiaries, and no group of employees of the Company or any of the Company’s Subsidiaries has sought at any time during the last three (3) years to organize themselves into a union or similar organization for the purpose of collective bargaining. To the knowledge of the Company and the Company’s Subsidiaries, there are no pending or threatened strikes, slowdowns, pickets or work stoppage by any employees of the Company or any of the Company’s Subsidiaries.

          (b) There are no pending or, to the knowledge of the Company or any of the Company’s Subsidiaries, threatened material unfair labor practice charges or employee grievance charges with the National Labor Relations Board or any comparable state or local agency against the Company or any of the Company’s Subsidiaries.

          (c) With respect to the businesses of the Company and the Company’s Subsidiaries, there have not been in the past five (5) years any investigations, inspections or material citations for violations of OSHA, any of the regulations promulgated pursuant to OSHA, or any other statute, ordinance, rule or regulations establishing standards of workplace safety, and no such investigations, inspections or citations are pending or, to the knowledge of the Company or any of the Company’s Subsidiaries, threatened.

     4.22. Insurance . Schedule 4.22 of the Company Disclosure Schedule lists and describes each insurance policy maintained by or on behalf of the Company or any of the Company’s Subsidiaries with

respect to their properties, assets and businesses, together with a claims history for the past two (2) years. In the best judgment of the management of the Company, such in