1 BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP 2 Ramzi Abadou (222567) 3 Erik D. Peterson (257098) 580 California Street, Suite 1750 4 San Francisco, CA 94104 Telephone: (415) 400-3000 5 Facsimile: (415) 400-3000

6 Attorneys for Plaintiff 7

8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 ) 11 SALVADOR PEREZ, Individually and On Behalf ) of All Others Similarly Situated, ) 12 ) CIVIL ACTION NO. ) 13 Plaintiff, ) ) 14 vs. ) CLASS ACTION COMPLAINT ) 15 ) UCBH HOLDINGS, INC., THOMAS S. WU, ) 16 EBRAHIM SHABUDIN, CRAIG S. ON, ) JURY TRIAL DEMANDED MERRILL LYNCH, PIERCE, FENNER & 17 SMITH, INCORPORATED, BANK OF ) AMERICA CORPORATION and SANDLER ) 18 O'NEILL + PARTNERS, L.P., ) 19 ) Defendants. ) 20 ) 21 Plaintiff, Salvador Perez ("Plaintiff"), alleges the following based upon the investigation by 22 Plaintiff's counsel, which included, among other things, a review of the defendants' public 23 documents, conference calls and announcements made by defendants, United States Securities and 24 Exchange Commission ("SEC") filings, wire and press releases published by and regarding UCBH 25 Holdings, Inc. ("UCBH" or the "Company") and securities analysts' reports and advisories about the 26 Company. Plaintiff believes that substantial additional evidentiary support will exist for the 27 allegations set forth herein after a reasonable opportunity for discovery.

28

- 1 - CLASS ACTION COMPLAINT 1516866.1

1 NATURE OF THE ACTION AND OVERVIEW 2 1. This is a federal class action on behalf of purchasers of UCBH securities from April 3 24, 2008 through September 8, 2009, inclusive (the "Class Period"), including purchasers of UCBH 4 8.50% Non-Cumulative Perpetual Convertible Series B Preferred Stock (the "Preferred Stock") 5 pursuant or traceable to the Company's offering on or about June 5, 2008 (the "Offering"), seeking 6 to pursue remedies under the Securities Act of 1933 (the "Securities Act") and the Securities 7 Exchange Act of 1934 (the "Exchange Act"). 8 2. UCBH is the holding company for United Commercial Bank ("UCB"), a state- 9 chartered commercial bank, serving the Chinese communities and American companies doing 10 business in greater China. UCB provides commercial banking services to small and medium sized 11 businesses and professionals in a variety of industries, as well as consumer and private client 12 services to individuals.

13 3. During the Class Period, defendants issued materially false and misleading statements 14 regarding, among other things, the Company's loan loss provisions. On March 17, 2009, RBC 15 Capital Markets Corp. issued an analyst report regarding UCBH, highlighting the fact that the 16 Company and its auditor had identified a material weakness due to ineffective internal controls over 17 financial reporting.

18 4. As the market absorbed this news, the price of the Company's shares declined over 19 the course of the following week. On April 23, 2009, defendants announced that they were 20 significantly increasing the Company's loan loss provisions. The increase was requested due to 21 defendants’ failure to properly reserve for loan losses.

22 5. On May 20, 2009, the Company announced that it would restate its financial results 23 for 2008 and the first quarter of 2009 because "certain loan impairments, and related reserves and 24 charge-offs associated with specific collateral dependent loans and other real estate owned properties 25 which had been analyzed and recorded during the first quarter of 2009, should have been more 26 appropriately recorded and reflected in the fourth quarter of 2008."

27 6. Then, on September 8, 2009, the Company stunned investors when it issued a press

28 release stating that UCBH and Company executives had deliberately concealed millions of dollars in

- 2 - CLASS ACTION COMPLAINT 1516866.1

1 bad loans due to an "apparent desire to downplay deteriorating financial conditions by delaying or 2 abating risk rating downgrades and minimizing the Bank's overall loan loss allowance." At the same 3 time, the Company announced that President, Chief Executive Officer ("CEO") and Chairman 4 Thomas S. Wu, and Chief Operating Officer ("COO") and former Chief Credit Officer ("CCO") 5 Ebrahim Shabudin had "resigned" from the Company.

6 7. Upon the release of this news, shares of the Company's stock fell 14.29% on 7 unusually heavy trading volume. All of the Company's above-referenced disclosures, taken together, 8 caused UCBH's stock price to decline by over 60% during the Class Period.

9 8. The Complaint alleges that, throughout the Class Period, defendants failed to disclose 10 that: (1) the Company had deliberately concealed millions of dollars in bad loans in order to hide the 11 increasing level of non-performing loans and the full extent of the loan losses; (2) the Company's

12 financial statements were not prepared in accordance with Generally Accepted Accounting 13 Principles ("GAAP"); (3) the Company lacked adequate internal and financial controls; and (4) as a 14 result of the foregoing, the Company's financial and other statements were false and misleading at all 15 relevant times.

16 9. As a result of defendants' grossly wrongful acts and omissions, and the precipitous 17 decline in the market value of the Company's securities, Plaintiff and other Class members have 18 suffered significant losses and damages. 19 JURISDICTION AND VENUE 20 10. The claims asserted herein arise under Sections 11, 12(a)(2), and 15 of the Securities

21 Act (15 U.S.C. §§ 77k and 77o), under Sections 10(b) and 20(a) of the Exchange Act, (15 U.S.C. §§ 22 78j(b) and 78t(a)), and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5). 23 11. This Court has jurisdiction over the subject matter of this action pursuant to Section 24 22 of the Securities Act (15 U.S.C. § 77v), Section 27 of the Exchange Act (15 U.S.C. § 78aa), and 25 28 U.S.C. § 1331. 26 12. Venue is proper in this District pursuant to Section 22 of the Securities Act and 27 Section 27 of the Exchange Act, 15 U.S.C. § 78aa and 28 U.S.C. § 1391(b). Many of the acts and 28 transactions alleged herein, including the preparation and dissemination of materially false and

- 3 - CLASS ACTION COMPLAINT 1516866.1

1 misleading information, occurred in substantial part in this District. Additionally, the Company's

2 Offering was actively marketed in this District. Also, UCBH's principal place of business is located 3 within this District, and Merrill Lynch, Pierce, Fenner & Smith, Inc. ("Merrill Lynch"), Bank of 4 America Corporation ("BofA") and Sandler O'Neill + Partners L.P. ("Sandler O'Neill") maintain

5 offices within this District. 6 13. In connection with the acts, conduct and other wrongs alleged in this Complaint, 7 defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, 8 including but not limited to, the United States mails, interstate telephone communications and the 9 facilities of the national securities exchange. 10 PARTIES 11 14. Plaintiff, Salvador Perez, as set forth in the accompanying certification, incorporated

12 by reference herein, purchased UCBH securities at artificially inflated prices during the Class Period 13 and has been damaged thereby. 14 15. Defendant UCBH is a Delaware corporation with its principal place of business 15 located at 555 Montgomery Street, San Francisco, California. 16 16. Defendant Thomas S. Wu ("Wu") was, at relevant times, the Company's President, 17 CEO, and Chairman of the Board of Directors. 18 17. Defendant Ebrahim Shabudin ("Shabudin") was, at relevant times, the Company's 19 CCO and COO. 20 18. Defendant Craig S. On ("On") was, at relevant times, the Company's Executive Vice

21 President and Chief Financial Officer ("CFO"), and had previously served as the Company's Senior 22 Vice President and Interim CFO. 23 19. Defendants Wu, Shabudin and On are collectively referred to hereinafter as the 24 "Individual Defendants." Because of their positions with the Company, the Individual Defendants 25 possessed the power and authority to control the contents of UCBH's reports to the SEC, press 26 releases and presentations to securities analysts, money and portfolio managers and institutional 27 investors. Each defendant was provided with copies of the Company's reports and press releases 28 alleged herein to be misleading prior to, or shortly after, their issuance and had the ability and

- 4 - CLASS ACTION COMPLAINT 1516866.1

1 opportunity to prevent their issuance or cause them to be corrected. Because of their positions and 2 access to material non-public information available to them, each of these defendants knew that the 3 adverse facts specified herein had not been disclosed to, and were being concealed from, the public, 4 and that the positive representations which were being made were then materially false and 5 misleading.

6 20. Defendant Merrill Lynch was a Delaware corporation with its principal executive 7 offices located at 4 World Financial Center, 250 Vesey St., New York, New York. Merrill Lynch 8 was a subsidiary of Merrill Lynch & Company, Inc., and was, at all relevant times, a brokerage and 9 investment banking firm. Merrill Lynch also maintained offices located at 101 California Street, 10 Suite 1400, San Francisco, California. On September 15, 2008, BofA announced its intention to 11 acquire Merrill Lynch & Company, Inc., which merger was completed on January 1, 2009. 12 21. Defendant BofA is a large financial institution with its headquarters in Charlotte, 13 North Carolina. BofA is named herein as a successor-in-interest to Merrill Lynch. BofA maintains

14 offices located at 555 California Street, San Francisco, California. 15 22. Defendant Sandler O'Neill maintains offices located at 455 Market Street, Suite 2070, 16 San Francisco, California. 17 23. Defendants Merrill Lynch, BofA, and Sandler O'Neill are collectively referred to 18 hereinafter as the "Underwriter Defendants." The Underwriter Defendants served as financial 19 advisors, and assisted in the preparation and dissemination of UCBH's Offering materials. 20 SUBSTANTIVE ALLEGATIONS

21 Background 22 24. UCBH is the holding company for UCB, a state-chartered commercial bank, serving

23 the Chinese communities and American companies doing business in greater China. UCB provides 24 commercial banking services to small and medium sized businesses and professionals in a variety of 25 industries, as well as consumer and private client services to individuals. 26 Materially False and Misleading Statements Issued During the Class Period 27

28 25. On April 24, 2008, the Company issued a press release entitled "UCBH Holdings,

- 5 - CLASS ACTION COMPLAINT 1516866.1

1 Inc. Reports First Quarter 2008 Financial Results." Therein, the Company reported First Quarter 2 2008 net income of $2.2 million, net loan charge-offs of $12.3 million, non-performing assets of 3 $185.1 million, and a provision for loan losses of $35.1 million.

4 26. On May 9, 2008, the Company filed its Quarterly Report with the SEC on Form 10-Q. 5 The Company's Form 10-Q was signed by defendant Wu and reaffirmed the Company's financial 6 results previously announced on April 24, 2008. 7 27. The Company's Form 10-Q also contained Sarbanes-Oxley required certifications, 8 signed by defendant Wu, which stated: 9 I, [Thomas S. Wu], certify that:

10 1. I have reviewed this quarterly report on Form 10-Q of UCBH Holdings, Inc.; 11 2. Based on my knowledge, this report does not contain any untrue 12 statement of a material fact or omit to state a material fact necessary 13 to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the 14 period covered by this report;

15 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all 16 material respects the financial condition, results of operations and 17 cash flows of the registrant as of, and for, the periods presented in this report; 18 4. The registrant’s other certifying officer(s) and I are responsible for 19 establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal 20 control over financial reporting (as defined in Exchange Act Rules 21 13a-15(f) and 15d-15(f)) for the registrant and have: 22 (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed 23 under our supervision, to ensure that material information relating to the registrant, including its consolidated 24 subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is 25 being prepared; 26 (b) Designed such internal control over financial reporting, or 27 caused such internal control over financial reporting to be designed under our supervision, to provide reasonable 28 assurance regarding the reliability of financial reporting and

- 6 - CLASS ACTION COMPLAINT 1516866.1

1 the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 2 (c) Evaluated the effectiveness of the registrant’s disclosure 3 controls and procedures and presented in this report our 4 conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this 5 report based on such evaluation; and

6 (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during 7 the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has 8 materially affected, or is reasonably likely to materially 9 affect, the registrant’s internal control over financial reporting; and 10 5. The registrant’s other certifying officer(s) and I have disclosed, 11 based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 12 registrant’s board of directors (or persons performing the equivalent 13 functions): 14 (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial 15 reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report 16 financial information; and 17 (b) Any fraud, whether or not material, that involves 18 management or other employees who have a significant role in the registrant’s internal control over financial reporting. 19 * * * 20 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 21 (subsections (a) and (b) of section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of UCBH 22 Holdings, Inc., a Delaware corporation (the “Company”), do hereby 23 certify, to the best of such officer’s knowledge, that:

24 1. The Company’s quarterly report on Form 10-Q for the period ended March 31, 2008, (the “Form 10-Q”) fully 25 complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the 26 “Exchange Act”); and 27 2. Information contained in the Form 10-Q fairly presents, in 28 all material respects, the financial condition and results of operations of the Company. - 7 - CLASS ACTION COMPLAINT 1516866.1

1 28. As alleged in ¶¶ 3 7, 43-44, infra, Wu’s certification was false and misleading. 2 29. On or about June 5, 2008, defendants conducted the Offering. In connection with the 3 Offering, the Company issued 135,000 shares of Preferred Stock at a price of $1,000 per share, for 4 gross proceeds of $135 million. Pursuant to the Offering, the Company filed a series of Registration 5 Statements and Prospectuses (collectively referred to as the "Offering Materials"). 6 30. The Registration Statement stated, in relevant part: 7 We incorporate by reference the documents listed below.

8 • our Annual Report on Form 10-K for the year ended December 31, 2007; 9 • our Quarterly Report on Form 10-Q for the quarterly period ended 10 on March 31, 2008; 11 • our Definitive Proxy Statement filed with the SEC on April 21, 12 2008;

13 • our Revised Definitive Proxy Statement filed with the SEC on April 25, 2008; and 14 • our Current Reports on Form 8-K filed with the SEC on March 4, 15 2008, March 6, 2008, March 12, 2008 (two filings), May 1, 2008 and 1 16 May 19, 2008. 17 31. As set forth in ¶ 43, infra, the statements contained in ¶ 30 were materially false and 18 misleading when made.

19 32. On July 24, 2008, the Company issued a press release entitled "UCBH Holdings, Inc. 20 Reports Second Quarter 2008 Financial Results." Therein, the Company reported quarterly net 21 income of $7.7 million, net loan charge-offs of $26.2 million, non-performing assets of $200 million,

22 and a provision for loan losses of $32.6 million. 23 33. On August 11, 2008, UCBH filed its Quarterly Report with the SEC on Form 10-Q. 24 The Company's Form 10-Q was signed by defendants Wu and On, and reaffirmed the Company's 25 financial results previously announced on July 24, 2008. The Company's Form 10-Q also contained 26 Sarbanes-Oxley required certifications, signed by defendants Wu and On, which were substantially

27

28 1 Unless otherwise noted, all emphasis is added.

- 8 - CLASS ACTION COMPLAINT 1516866.1

1 similar in content and falsity to the certifications contained in ¶ 29, supra. 2 34. On October 23, 2008, the Company issued a press release entitled "UCBH Holdings, 3 Inc. Reports Third Quarter 2008 Financial Results." Therein, the Company reported a quarterly net 4 loss of $493,000, net loan charge-offs of $31.1 million, non-performing assets of $251.6 million, and 5 a provision for loan losses of $43.2 million.

6 35. On November 10, 2008, UCBH filed its Quarterly Report with the SEC on Form 10- 7 Q. The Company's Form 10-Q was signed by defendants Wu and On, and reaffirmed the Company's 8 financial results previously announced on October 23, 2008. The Company's Form 10-Q also 9 contained Sarbanes-Oxley required certifications, signed by defendants Wu and On, which were

10 substantially similar in content and falsity to the certifications contained in ¶ 27, supra. 11 36. On January 22, 2009, the Company issued a press release entitled "UCBH Holdings, 12 Inc. Reports Fourth Quarter 2008 Financial Results." Therein, the Company reported Fourth Quarter

13 and Full Year 2008 financial results. For the quarter, the Company reported a net loss of $53.7 14 million, net loan charge-offs of $43.6 million, non-performing assets of $433.8 million, and a 15 provision for loan losses of $112.1 million. For Full Year 2008, the Company reported net loan 16 charge-offs of $113.2 million, non-performing assets of $433.8 million, and a provision for loan 17 losses of $222.9 million.

18 37. The statements contained in ¶¶ 25-27 and 32-36 were materially false and misleading 19 when made because defendants failed to disclose or indicate that: (1) the Company had concealed 20 millions of dollars in bad loans in order to hide the increasing level of non-performing loans and the

21 full extent of the loan losses; (2) the Company's financial statements were not prepared in 22 accordance with GAAP; (3) the Company lacked adequate internal and financial controls; and (4) as 23 a result of the foregoing, the Company's financial statements were false and misleading at all 24 relevant times.

25 The Truth Begins to Emerge 26 38. On March 16, 2009, UCBH filed its Annual Report with the SEC on Form 10-K. The 27 Company's Form 10-K was signed by defendants Wu and On, and reaffirmed the Company's 28 financial results previously announced on January 22, 2009. The Company's Form 10-K also

- 9 - CLASS ACTION COMPLAINT 1516866.1

1 contained Sarbanes-Oxley required certifications, signed by defendants Wu and On, which were

2 substantially similar in content and falsity to the certifications contained in ¶ 27, supra. 3 39. On March 17, 2009, in response to the filing of the Company's Form 10-K, RBC 4 Capital Markets Corp. issued an analyst report on UCBH, highlighting certain recently discovered

5 problems with the Company. The report stated, in relevant part: 6 Investment Opinion

7 • Revising EPS Lower. In its 10-K filing UCBH restated its previously-reported 4Q08 EPS from a (-$0.51) loss to a (-$0.76) 8 loss, and thus 2008 EPS have been restated from a (-$0.46) loss to a 9 (-$0.70) loss. After receiving updated property appraisals subsequent to year-end, management recognized it needed to add another $40.0 10 million pre-tax to the loan loss provision to more accurately capture the deterioration in real estate values. As a result, the reserve rose 11 from a previously reported 2.18% to 2.66%/loans.

12 • Additional Credit Downgrades. As part of the restatement, NPAs increased from $433.8 million to $530.8 million (6.10%,4oans), 13 meaning that in the end they more than doubled sequentially in 14 4Q08. The new inflows included a ~$42.0 million borrowing relationship consisting of two leased-up multi-family buildings in Las 15 Vegas that were recently appraised at about one-third of the original property value; a $13.4 million loan on a stalled condo conversion 16 project in San Francisco that has now been written down to 'as is' 17 value from 'as completed' value; and finally 12 other miscellaneous construction loans. The combined FAS 114 impairments on these 18 credits drove the increased provision. Even with all this, UCBH's regulatory capital ratios remained strong, and while its Texas Ratio 19 jumped from 39% to 45%, it was still well below the troublesome 100% mark. 20 • Material Weakness Identified. Most likely due to the 21 aforementioned credit quality restatements, UCBH and its auditor, 22 KMPG LLP, identified a material weakness due to ineffective internal controls over financial reporting. 23 40. As the market absorbed this news, the price of the Company's shares declined over 24 the course of the week, falling from a closing price of $1.60 per share on March 17, 2009, to a 25 closing price of $1.28 per share on March 20, 2009. 26 41. On April 23, 2009, the Company issued a press release entitled "UCBH Holdings, 27 Inc. Reports First Quarter 2009 Financial Results." Therein, the Company reported a quarterly net 28 loss of $93.7 million, net loan charge-offs of $131.7 million, non-performing assets of $700.8 - 10 - CLASS ACTION COMPLAINT 1516866.1

1 million, and a provision for loan losses of $178.5 million. 2 42. However, the Company had still yet to disclose the full extent of its nefarious 3 activities. 4 43. On May 20, 2009, the Company filed with the SEC a Form 8-K that stated, in relevant 5 part: 6 On May 18, 2009, UCBH Holdings, Inc. (the “Company”) management recommended to the Audit Committee of the Board of 7 Directors, and the Audit Committee agreed, that the Company’s consolidated financial statements as of and for the year ended 8 December 31, 2008, should be restated, and the previously issued 9 consolidated financial statements, and any related reports from its independent registered public accounting firm for such period, as well 10 as its previously issued earnings release for the first quarter of 2009, should no longer be relied on. 11 The restatement resulted from a re-examination of the Company’s 12 non-performing asset portfolio conducted by management as part of 13 the ongoing remediation of certain ineffective controls as disclosed on March 16, 2009 in Item 9A, Disclosure Controls and Procedures 14 in the Company’s Form 10-K filing for the year ended December 31, 2008. Such re-examination resulted in the finding and conclusion that 15 certain loan impairments, and related reserves and charge-offs associated with specific collateral dependent loans and other real 16 estate owned properties which had been analyzed and recorded 17 during the first quarter of 2009, should have been more appropriately recorded and reflected in the fourth quarter of 2008; the Company has 18 identified corrections to date that may result in an increase in its pre- tax loss of approximately $45 million to $55 million for the year 19 ended December 31, 2008, but this analysis remains preliminary and has not yet been finalized. The restatement will result in material 20 adjustments to the loan loss provision and related allowance for loan 21 losses, including charge-offs and the resulting change in non- performing loan levels, and to other real estate owned expense for the 22 quarter and year ended December 31, 2008. Further, although the re-examination has not resulted in an increase to the previously 23 reported level of non -performing assets, such re-examination has resulted in the need to record additional general valuation 24 allowances in the first quarter of 2009. 25 In addition, the Audit Committee is conducting an independent 26 investigation regarding the recognition of impairment losses on non -performing loans and other real estate owned. Accordingly, the 27 Company will not file its 2008 Form 10-K/A or its Form 10-Q for the quarter ended March 31, 2009 until after the completion of such 28 investigation.

- 11 - CLASS ACTION COMPLAINT 1516866.1

1 There is no assurance that the outcome of the investigation will not result in additional impairment charges or that the Company’s Form 2 10-Q for subsequent periods will be timely filed. All statements made in this Form 8-K are made only as of the date set forth at the 3 beginning of this Form 8-K. The Company undertakes no obligation 4 to update the information in this Form 8-K in the event facts or circumstances subsequently change after the date of the filing of this 5 Form 8-K.

6 Management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with KPMG LLP, the 7 Company’s independent registered public accounting firm.

8 44. Then, on September 8, 2009, the Company issued a press release entitled "UCBH 9 Holdings, Inc. Names Doreen Woo Ho Acting President and CEO and Joseph J. Jou Chairman." 10 Therein, the Company stated, in relevant part: 11 The Board of Directors of UCBH Holdings, Inc., the holding 12 company of United Commercial Bank (UCB or the “Bank”), today announced that it has named Doreen Woo Ho as acting President and 13 Chief Executive Officer of the Company, succeeding Thomas S. Wu, who has resigned from the Company and from its Board. Chief 14 Operating Officer and former Chief Credit Officer Ebrahim 15 Shabudin is also resigning from the Company. 16 * * * 17 Agreement with FDIC and DFI 18 The Bank also announced that it has entered into a consent agreement (the “Agreement”) with the FDIC and the DFI on September 3, 19 relating to the issuance of an Order to Cease and Desist. This order formally outlines specific steps the Bank must undertake to 20 strengthen its policies and procedures and enhance the soundness of 21 the Bank. 22 The Agreement requires that the Bank perform an assessment of management and address weaknesses in management policies and 23 practices, Board supervision, adequacy of capital, loan valuation reserves, loan quality, lending and collections practices, operational 24 issues, liquidity and compliance. The Agreement will be further 25 described in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission. 26 * * * 27 Conclusion of Independent Investigation 28

- 12 - CLASS ACTION COMPLAINT 1516866.1

1 The Investigation Subcommittee of the Board Audit Committee (“Subcommittee”) has completed its previously disclosed 2 independent investigation regarding the recognition of impairment losses on nonperforming loans and other real estate owned (OREO) 3 assets. This represents an important step forward for UCBH and 4 enables the Company to complete its financial restatement as soon as practicable. 5 The Subcommittee’s report identified problems resulting both from 6 weaknesses in the Bank’s internal controls, consistent with the material weakness previously reported, and from deliberate and 7 improper actions and omissions of certain Bank Officers. The 8 report concluded that those problems were driven by an apparent desire to downplay deteriorating financial conditions by delaying or 9 abating risk rating downgrades and minimizing the Bank’s overall loan loss allowance. 10 Key findings include instances of: 11 • Inappropriate modification of loan terms to delay negative 12 consequences, including extending terms, lowering interest 13 rates and improper use of interest reserve accounts; 14 • Delay in recognition of risk rating downgrades and specific reserves; 15 • Misrepresentation or omission of relevant information in 16 communications with the Bank’s Finance Department and 17 with UCBH’s independent auditors, KPMG LLP; and 18 • Modification of documents in support of the above.

19 In connection with the above, the report raised serious concerns regarding the actions of a number of current and former Officers at 20 various levels of the Bank’s management. The Board and management are addressing the concerns expressed by the 21 Subcommittee through appropriate actions, which include additional 22 training, reprimands, re-assignments and, in some instances, termination of employment. 23 45. On this news, shares of the Company's stock fell $0.17 per share, or 14.29%, to close 24 on September 8, 2009 at $1.02 per share, on unusually heavy trading volume. 25 46. On September 9, 2009, American Banker published an article entitled "UCBH Chief 26 Out in Probe of Cover-Up American." The article revealed, in relevant part: 27 28

- 13 - CLASS ACTION COMPLAINT 1516866.1

1 UBH Holdings Inc.'s troubles have deepened, as the San Francisco company ousted its chief executive of 18 years and another top 2 manager amid allegations of fraud.

3 The $13.8 billion-asset UCBH, which caters to Chinese immigrants, 4 said an investigation by its board found that "certain bank officers" had tried to disguise credit problems and misled the company's 5 finance department and outside auditors.

6 It did not say which officers were responsible, but it concurrently announced the resignations of Thomas S. Wu as chairman, president 7 and CEO, and Ebrahim Shabudin as chief credit officer. UCBH also disclosed that it is now operating under a cease-and-desist order 8 from regulators. 9 Though the company has been struggling for some time - it said in 10 May that it would have to restate first-quarter and 2008 results - the allegations and the shake-up stunned some analysts. 11 "I knew things were deteriorating, but I thought Tommy was in 12 control," said Chris Stulpin, an analyst at D.A. Davidson & Co. 13 Wu's former assistant said he was not available for comment on 14 Tuesday. Shabudin did not return a call seeking comment.

15 Julianna Balicka, an analyst with KBW Inc.'s Keefe Bruyette & Woods Inc., agreed that "the bluntness in which they say 'fraud' is 16 shocking."

17 * * *

18 "Obviously, the management shake-up seems pretty clearly related to 19 the cease-and-desist order and the internal investigation claims that management was involved in trying to downplay the extent of 20 problems and recognition of losses," said Joe Gladue, an equity analyst with B. Riley & Co. 21 * * * 22 UCBH said the board's probe into the company's credit policies 23 found problems with internal controls and "deliberate and 24 improper actions and omissions. "

25 "The report concluded that those problems were driven by an apparent desire to downplay deteriorating financial conditions by 26 delaying or abating risk rating downgrades and minimizing the bank's overall loan-loss allowance," the company said. 27 Key findings included: inappropriate modification of loan terms to 28 delay negative consequences; delaying recognizing of risk rating

- 14 - CLASS ACTION COMPLAINT 1516866.1

1 downgrades and specific reserves; misrepresenting or omitting relevant information to the bank's finance department and 2 independent auditors; and altering documents to support those misrepresentations and omissions. 3 4 The company said the bank subsidiary entered into a cease-and-desist order on Sept. 3 with the Federal Deposit Insurance Corp. and the 5 California Department of Financial Institutions, and the holding company expects to have a similar agreement with the Federal 6 Reserve in the third quarter.

7 Among the agreed-upon items are a risk oversight committee to be established by the board, implementing a comprehensive capital plan 8 and strategic plan, suspending dividends and interest payments on 9 trust-preferred securities, and implementing a plan to improve credit quality. 10 The outlook for the company's second-quarter results deteriorated. 11 Provisioning for loan losses increased to as much as $390 million. 12 UCBH said in August that it expected to provision as much as $350 13 million. Expectations for nonperforming assets for the quarter also increased. It had said it expected to have as much as $875 million in 14 nonperforming assets at the end of June, but increased that number to $995 million. 15 The company also said that it is expecting a material loss on 16 goodwill. 17 Before amending its call report, UCBH was already showing 18 deteriorating capital levels.

19 The bank's total risk-based capital fell to undercapitalized, at 7.92% on June 30, down from 13.36% at March 31. 20 "Hopefully, the change of management will allow them to move 21 forward, but second-quarter losses are even worse than originally 22 expected," Gladue said. 23 47. On this news, shares of the Company's stock fell an additional 5.88%, to close on 24 September 9, 2009 at $0.96 per share, on unusually heavy trading volume.

25 48. Since the time of the Offering, the price of the Company's Preferred Stock has 26 drastically declined from the Offering price of $1,000.00 per share, and has recently traded at just 27 over $300.00 per share. 28 49. These financial statements and the statements about the Company's financial results

- 15 - CLASS ACTION COMPLAINT 1516866.1

1 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 3 Company's improper accounting for, and disclosure about its revenues, in violation of GAAP rules. 4 50. GAAP are those principles recognized by the accounting profession as the 5 conventions, rules and procedures necessary to define accepted accounting practice at a particular 6 time. Regulation S-X (17 C.F.R. § 210.4 01(a) (1)) states that financial statements filed with the 7 SEC which are not prepared in compliance with GAAP are presumed to be misleading and 8 inaccurate. Regulation S-X requires that interim financial statements must also comply with GAAP, 9 with the exception that interim financial statements need not include disclosure which would be 10 duplicative of disclosures accompanying annual financial statements. 17 C.F.R. § 210.10-01(a). 11 51. The fact that UCBH will restate its financial statements, and disclosed that these

12 financial statements should not be relied upon is an admission that they were materially false and 13 misleading when originally issued (APB No.20, ¶¶7-13; SFAS No. 154, ¶25). 14 52. Given these accounting irregularities, the Company announced financial results that 15 were in violation of GAAP and the following principles:

16 (a) The principle that "interim financial reporting should be based upon the same 17 accounting principles and practices used to prepare annual financial 18 statements" was violated (APB No. 28, ¶10);

19 (b) The principle that "financial reporting should provide information that is 20 useful to present to potential investors and creditors and other users in

21 making rational investment, credit, and similar decisions" was violated 22 (FASB Statement of Concepts No. 1, ¶34);

23 (c) The principle that "financial reporting should provide information about the 24 economic resources of an enterprise, the claims to those resources, and 25 effects of transactions, events, and circumstances that change resources and 26 claims to those resources" was violated (FASB Statement of Concepts No. 1, 27 ¶40);

28 (d) The principle that "financial reporting should provide information about an

- 16 - CLASS ACTION COMPLAINT 1516866.1

1 enterprise's financial performance during a period" was violated (FASB 2 Statement of Concepts No. 1, ¶42);

3 (e) The principle that "financial reporting should provide information about how 4 management of an enterprise has discharged its stewardship responsibility to 5 owners (stockholders) for the use of enterprise resources entrusted to it" was 6 violated (FASB Statement of Concepts No. 1, ¶50);

7 (f) The principle that "financial reporting should be reliable in that it represents 8 what it purports to represent" was violated (FASB Statement of Concepts No. 9 2, ¶¶ 58-59);

10 (g) The principle that "completeness, meaning that nothing is left out of the 11 information that may be necessary to insure that it validly represents 12 underlying events and conditions" was violated (FASB Statement of 13 Concepts No. 2, ¶79); and 14 (h) The principle that "conservatism be used as a prudent reaction to uncertainty 15 to try to ensure that uncertainties and risks inherent in business situations are 16 adequately considered" was violated (FASB Statement of Concepts No. 2, 17 ¶95). 18 53. The adverse information concealed by defendants during the Class Period and 19 detailed above was in violation of Item 303 of Regulation S-K under the federal securities law (17 20 C.F.R. §229.303).

21 PLAINTIFF'S CLASS ACTION ALLEGATIONS 22 54. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil 23 Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or otherwise 24 acquired UCBH's securities between April 24, 2008 and September 8, 2009, inclusive, including 25 purchasers of the Company's Preferred Stock pursuant or traceable to the Offering, and who were 26 damaged thereby. Excluded from the Class are defendants, the officers and directors of the 27 Company, at all relevant times, members of their immediate families and their legal representatives, 28 heirs, successors or assigns and any entity in which defendants have or had a controlling interest.

- 17 - CLASS ACTION COMPLAINT 1516866.1

1 55. The members of the Class are so numerous that joinder of all members is 2 impracticable. Throughout the Class Period, UCBH's securities were actively traded on the 3 NASDAQ. While the exact number of Class members is unknown to Plaintiff at this time and can 4 only be ascertained through appropriate discovery, Plaintiff believes that there are hundreds or 5 thousands of members in the proposed Class. Record owners and other members of the Class may 6 be identified from records maintained by UCBH or its transfer agent and may be notified of the 7 pendency of this action by mail, using the form of notice similar to that customarily used in 8 securities class actions. 9 56. Plaintiff's claims are typical of the claims of the members of the Class as all members 10 of the Class are similarly affected by defendants' wrongful conduct in violation of federal law that is 11 complained of herein.

12 57. Plaintiff will fairly and adequately protect the interests of the members of the Class 13 and has retained counsel competent and experienced in class and securities litigation. 14 58. Common questions of law and fact exist as to all members of the Class and 15 predominate over any questions solely affecting individual members of the Class. Among the 16 questions of law and fact common to the Class are:

17 (a) Whether the federal securities laws were violated by defendants' acts as 18 alleged herein;

19 (b) Whether statements made by defendants to the investing public during the 20 Class Period misrepresented material facts about the business, operations and 21 management of UCBH; and

22 (c) To what extent the members of the Class have sustained damages and the 23 proper measure of damages. 24 59. A class action is superior to all other available methods for the fair and efficient 25 adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the 26 damages suffered by individual Class members may be relatively small, the expense and burden of 27 individual litigation make it impossible for members of the Class to individually redress the wrongs 28 done to them. There will be no difficulty in the management of this action as a class action.

- 18 - CLASS ACTION COMPLAINT 1516866.1

1 LOSS CAUSATION 2 60. Defendants' wrongful conduct, as alleged herein, directly and proximately caused the 3 economic loss suffered by Plaintiff and the Class. During the Class Period, Plaintiff and the Class 4 purchased securities of UCBH at artificially inflated prices and were damaged thereby. The price of 5 UCBH's securities significantly declined when the misrepresentations made to the market, and/or the 6 information alleged herein to have been concealed from the market, and/or the effects thereof, were 7 revealed, causing investors' losses. 8 SCIENTER ALLEGATIONS 9 61. As alleged herein, excluding all allegations pertaining to the Offering, defendants 10 acted with scienter in that defendants: (i) knew that the public documents and statements issued or 11 disseminated in the name of the Company were materially false and misleading; (ii) knew that such 12 statements or documents would be issued or disseminated to the investing public; and (iii) 13 knowingly and substantially participated or acquiesced in the issuance or dissemination of such 14 statements or documents as primary violations of the federal securities laws. As set forth elsewhere 15 herein in detail, defendants, by virtue of their receipt of information reflecting the true facts 16 regarding UCBH, their control over, and/or receipt and/or modification of UCBH's allegedly

17 materially misleading misstatements and/or their associations with the Company which made them 18 privy to confidential proprietary information concerning UCBH, participated in the fraudulent

19 scheme alleged herein. 20 Applicability of Presumption of Reliance: Fraud On The Market Doctrine 21 62. At all relevant times, the market for UCBH's securities was an efficient market for the 22 23 following reasons, among others: (a) UCBH's stock met the requirements for listing, and was listed and actively 24 traded on the NASDAQ, a highly efficient and automated market; 25 (b) As a regulated issuer, UCBH filed periodic public reports with the SEC and 26 the NASDAQ; 27 (c) UCBH regularly communicated with public investors via established market 28

-19- CLASS ACTION COMPLAINT 1516866.1

1 communication mechanisms, including through regular disseminations of

2 press releases on the national circuits of major newswire services and through 3 other wide-ranging public disclosures, such as communications with the 4 financial press and other similar reporting services; and

5 (d) UCBH was followed by several securities analysts employed by major 6 brokerage firms who wrote reports which were distributed to the sales force 7 and certain customers of their respective brokerage firms. Each of these 8 reports was publicly available and entered the public marketplace. 9 63. As a result of the foregoing, the market for UCBH securities promptly digested 10 current information regarding UCBH from all publicly-available sources and reflected such 11 information in UCBH's stock price. Under these circumstances, all purchasers of UCBH securities 12 during the Class Period suffered similar injury through their purchase of UCBH securities at 13 artificially inflated prices and a presumption of reliance applies. 14 NO SAFE HARBOR 15 64. The statutory safe harbor provided for forward-looking statements under certain 16 circumstances does not apply to any of the allegedly false statements pleaded in this complaint. 17 Many of the specific statements pleaded herein were not identified as "forward-looking statements" 18 when made. To the extent there were any forward-looking statements, there were no meaningful 19 cautionary statements identifying important factors that could cause actual results to differ materially 20 from those in the purportedly forward-looking statements. Alternatively, to the extent that the

21 statutory safe harbor does apply to any forward-looking statements pleaded herein, defendants are 22 liable for those false forward-looking statements because at the time each of those forward-looking 23 statements was made, the particular speaker knew that the particular forward-looking statement was 24 false, and/or the forward-looking statement was authorized and/or approved by an executive officer 25 of UCBH who knew that those statements were false when made. 26 FIRST CLAIM Violation of §11 of 27 The Securities Act Against All Defendants 28 65. Plaintiff repeats and realleges each and every allegation contained above as if fully set - 20 - CLASS ACTION COMPLAINT 1516866.1

1 forth herein only to the extent, however, that such allegations do not allege fraud, scienter or the 2 intent of the defendants to defraud Plaintiff or members of the Class. This count is predicated upon 3 defendants' strict liability for making false and materially misleading statements in the Registration 4 Statement. 5 66. This claim is asserted by Plaintiff against all defendants by, and on behalf of, persons 6 who purchased or otherwise acquired the Company's securities pursuant to or traceable to the false 7 Registration Statement issued in connection with the June 5, 2008 Offering. 8 67. The Individual Defendants as signatories of the Registration Statement, as directors 9 and/or officers of UCBH and controlling persons of the issuer, owed the duty to make a reasonable 10 and diligent investigation of the statements contained in the Registration Statement at the time they 11 became effective to ensure that such statements were true and correct, and that there was no 12 omission of material facts required to be stated in order to make the statements contained therein not 13 misleading.

14 68. The Underwriter Defendants owed the duty to make a reasonable and diligent 15 investigation of the statements contained in the Registration Statement at the time they became 16 effective to ensure that such statements were true and correct and that there was no omission of 17 material facts required to be stated in order to make the statements contained therein not misleading. 18 69. None of the defendants made a reasonable investigation or possessed reasonable 19 grounds for the belief that the statements contained in the Registration Statement were true or that 20 there was no omission of material facts necessary to make the statements made therein not 21 misleading.

22 70. UCBH is the issuer of the stock sold via the Registration Statement. As issuer of the 23 stock, the Company is strictly liable to Plaintiff and the Class for the material misstatements and 24 omissions therein.

25 71. By virtue of the foregoing, Plaintiff and the other members of the Class are entitled 26 to presumptive damages under Section 11 of the Securities Act as measured by the provisions of 27 Section 1 1(e), from the defendants and each of them, jointly and severally. 28 SECOND CLAIM Violation of §12(a)(2) of - 21 - CLASS ACTION COMPLAINT 1516866.1

1 The Securities Act Against All Defendants

2 72. Plaintiff repeats and realleges each and every allegation contained above as if fully set 3 forth herein only to the extent, however, that such allegations do not allege fraud, scienter or the 4 intent of the defendants to defraud Plaintiff or members of the Class. This count is predicated upon 5 defendants' strict liability for making false and materially misleading statements in the Prospectuses. 6 73. The defendants were sellers, offerors, and/or solicitors of purchasers of the shares 7 offered pursuant to the Prospectuses. 8 74. The Prospectuses contained untrue statements of material facts and/or omitted to state 9 other facts necessary to make the statements made not misleading. 10 75. The defendants owed the duty to make a reasonable and diligent investigation of the 11 statements contained in the Offering Materials, including the Prospectuses, to ensure that such 12 statements were true and that there was no omission to state a material fact required to be stated in 13 order to make the statements contained therein not misleading. 14 76. Plaintiff and other members of the Class purchased or otherwise acquired UCBH's 15 securities pursuant to and/or traceable to the defective Prospectuses. 16 77. Plaintiff, individually and representatively, hereby offer to tender to defendants those 17 securities which Plaintiff and other Class members continue to own, on behalf of all members of the 18 Class who continue to own such securities, in return for the consideration paid for those securities 19 together with interest thereon. Class members who have sold their UCBH securities are entitled to 20 rescissory damages.

21 78. By reason of the conduct alleged herein, these defendants violated, and/or controlled 22 a person who violated Section 12(a)(2) of the Securities Act. Accordingly, Plaintiff and members of 23 the Class who hold UCBH securities purchased in the Offering have the right to rescind and recover 24 the consideration paid for their UCBH securities, and hereby elect to rescind and tender their UCBH 25 securities to the defendants sued herein. Plaintiff and Class members who have sold their UCBH 26 securities are entitled to rescissory damages. 27 THIRD CLAIM Violation of §15 of The Securities Act 28 Against the Individual Defendants

- 22 - CLASS ACTION COMPLAINT 1516866.1

1 79. Plaintiff repeats and realleges each and every allegation contained above as if fully set 2 3 forth herein only to the extent, however, that such allegations do not allege fraud, scienter or the 4 intent of the defendants to defraud Plaintiff or members of the Class. This count is predicated upon 5 defendants' strict liability for making false and materially misleading statements in the Prospectuses. 80. The Individual Defendants, by virtue of their offices, directorship and specific acts 6 7 were, at the time of the wrongs alleged herein and as set forth herein, controlling persons of UCBH 8 within the meaning of Section 15 of the Securities Act. The Individual Defendants had the power 9 and influence and exercised the same to cause UCBH to engage in the acts described herein. By 10 virtue of the conduct alleged herein, the Individual Defendants are liable for the aforesaid wrongful 11 conduct and are liable to Plaintiff and the Class for damages suffered.

FOURTH CLAIM 12 Violation of §10(b) of The Exchange Act and Rule 10b-5 13 Promulgated Thereunder Against the Individual Defendants and UCBH 14 81. Plaintiff repeats and realleges each and every allegation contained above as if fully set 15 forth herein. 16 82. During the Class Period, UCBH and the Individual Defendants carried out a plan, 17 scheme and course of conduct which was intended to and, throughout the Class Period, did: (i) 18 deceive the investing public, including Plaintiff and other Class members, as alleged herein; and (ii) 19 cause Plaintiff and other members of the Class to purchase UCBH securities at artificially inflated 20 prices. 21 83. These same defendants (i) employed devices, schemes, and artifices to defraud; (ii) 22 made untrue statements of material fact and/or omitted to state material facts necessary to make the 23 statements not misleading; and (iii) engaged in acts, practices, and a course of business which 24 operated as a fraud and deceit upon the purchasers of the Company's securities in an effort to 25 maintain artificially high market prices for UCBH's securities in violation of Section 10(b) of the 26 Exchange Act and Rule 1 0b-5. 27 84. These defendants employed devices, schemes and artifices to defraud, while in 28 possession of material adverse non-public information and engaged in acts, practices, and a course of - 23 - CLASS ACTION COMPLAINT 1516866.1

1 conduct in an effort to assure investors about UCBH's value and performance and continued 2 substantial growth. This included the making of, or the participation in the making of, untrue

3 statements of material facts and omitting to state material facts necessary in order to make the 4 statements made about UCBH and its business operations and future prospects in light of the 5 circumstances under which they were made, not misleading. Defendants also and engaged in 6 transactions, practices and a course of business which operated as a fraud and deceit upon the 7 purchasers of UCBH securities during the Class Period. 8 85. Each of the Individual Defendants' primary liability, and controlling person liability, 9 arises from the following facts: (i) the Individual Defendants were high-level executives and/or 10 directors at the Company during the Class Period and members of the Company's management team 11 or had control thereof; (ii) each of these defendants, by virtue of his responsibilities and activities as 12 a senior officer and/or director of the Company was privy to and participated in the creation, 13 development and reporting of the Company's internal budgets, plans, projections and/or reports; (iii) 14 each of these defendants enjoyed significant personal contact and familiarity with the other 15 defendants and was advised of, and had access to, other members of the Company's management 16 team, internal reports and other data and information about the Company's finances, operations, and 17 sales at all relevant times; and (iv) each of these defendants was aware of the Company's 18 dissemination of information to the investing public which they knew or recklessly disregarded was 19 materially false and misleading.

20 86. UCBH and the Individual Defendants had actual knowledge of the misrepresentations

21 and omissions of material facts set forth herein, or acted with reckless disregard for the truth in that 22 they failed to ascertain and to disclose such facts, even though such facts were available to them. 23 Such defendants' material misrepresentations and/or omissions were done knowingly or recklessly 24 and for the purpose and effect of concealing UCBH's financial well-being, business operations, and 25 prospects from the investing public and supporting the artificially inflated price of its securities. 26 87. As a result of the dissemination of the materially false and misleading information 27 and failure to disclose material facts, as set forth above, the market price of UCBH securities was 28 artificially inflated during the Class Period.

- 24 - CLASS ACTION COMPLAINT 1516866.1 1 FIFTH CLAIM Violation of Section 20(a) of 2 The Exchange Act Against the Individual Defendants

3 88. Plaintiff repeats and realleges each and every allegation contained above as if fully set 4 forth herein. 5 89. The Individual Defendants acted as controlling persons of UCBH within the meaning 6 of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level positions, and 7 their ownership and contractual rights, participation in and/or awareness of the Company's 8 operations and/or intimate knowledge of the false financial statements filed by the Company with the 9 SEC and disseminated to the investing public, the Individual Defendants had the power to influence 10 and control and did influence and control, directly or indirectly, the decision-making of the

11 Company, including the content and dissemination of the various statements which Plaintiff 12 contends are false and misleading. The Individual Defendants were provided with or had unlimited 13 access to copies of the Company's reports, press releases, public filings and other statements alleged 14 by Plaintiff to be misleading prior to and/or shortly after these statements were issued and had the 15 ability to prevent the issuance of the statements or cause the statements to be corrected. 16 WHEREFORE, Plaintiff prays for relief and judgment, as follows:

17 (a) Determining that this action is a proper class action under Rule 23 of the 18 Federal Rules of Civil Procedure; 19 (b) Awarding compensatory damages in favor of Plaintiff and the other Class 20 members against all defendants, jointly and severally, for all damages 21 sustained as a result of defendants' wrongdoing, in an amount to be proven at 22 trial, including interest thereon; 23 (c) Awarding Plaintiff and the Class their reasonable costs and expenses incurred 24 in this action, including counsel fees and expert fees; and 25 (d) Such other and further relief as the Court may deem just and proper. 26 JURY TRIAL DEMANDED 27 Plaintiff hereby demands a trial by jury. 28

- 25 - CLASS ACTION COMPLAINT 1516866.1 1 Dated: BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP 2

3 Ramzi Abadou Erik D. Peterson 4 580 California Street, Suite 1750 San Francisco, CA 94104 5 Telephone: (415) 400-3000 6 Facsimile: (415) 400-3000 7 Attorneys for Plaintiff

8 9 10 11 12

13 14

15 16 17 18 19 20 21 22

23 24

25 26 27 28

- 26 - CLASS ACTION COMPLAINT 1516866.1