CERTIFICATE OF INCORPORATION
CATHAY BANCORP, INC.
(PURSUANT TO SECTIONS 241 AND 245 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
1. The name of the corporation is Cathay Bancorp, Inc. (the "Corporation").
2. The original Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of
the State of Delaware on March 1, 1990.
3. The Corporation has not received any payment for any of its stock.
4. This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in
accordance with Sections 241 and 245 of the General Corporation Law of the State of Delaware.
5. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its
entirety as follows:
FIRST: The name of the corporation is Cathay Bancorp, Inc. (the "Corporation").
SECOND: The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street,
City of Wilmington, County of New Castle, 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.
FOURTH: (a) The total number of shares of capital stock which the Corporation shall have authority to issue is
35,000,000 shares, consisting of 25,000,000 shares of Common Stock, par value $.01 per share ("Common
Stock") and 10,000,000 shares of Preferred Stock, par value $.01 per share ("Preferred Stock").
(b) Except as otherwise provided in this Restated Certificate of Incorporation, each holder of Common Stock
shall be entitled to one vote for each share of Common Stock held on all matters submitted to stockholders for a
(c) Shares of Preferred Stock may be issued in one or more series, from time to time, with each such series to
consist of such number of shares an