CATHAY GENERAL BANCORP 10-Q

Item 4. CONTROLS AND PROCEDURES.   The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.   There has not been any change in our internal control over financial reporting that occurred during the third quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.   PART II – OTHER INFORMATION   Item 1.   LEGAL PROCEEDINGS.   From time to time, Bancorp and its subsidiaries are parties to litigation that arise in the ordinary course of business or otherwise are incidental to various aspects of its operations. Based upon information available to the Company and its review of any such litigation with counsel, management presently believes that the liability relating to such litigation, if any, would not be expected to have a material adverse impact on the Company’s consolidated financial condition, results of operations or liquidity taken as a whole. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal matters currently pending or threatened against the Company could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity taken as a whole.   71 Table of Contents   Item 1A.           RISK FACTORS.   The Company is not aware of any material change to the risk factors as previously disclosed in Part I, Item 1A, of the Company’s 2021 Form 10-K. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in Part I, Item 1A, of the Company’s 2021 Form 10-K, which could materially and adversely affect the Company’s business, financial condition, results of operations and stock price. The risk factors disclosed in the 2021 Form 10-K are not the only risks facing the Company. Additional risks and uncertainties, including those not presently known to the Company or that the Company presently believes not to be material, could also materially and adversely affect the Company’s business, financial condition, and results of operations and stock price.     ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.   Issuer Purchases of Equity Securities Period (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (July 1, 2022 - July 31, 2022) 65,000 $41.29 65,000 $91,728,331 (August 1, 2022 - August 31, 2022) 804,929 $43.34 804,929 $56,840,800 (September 1, 2022 - September 30, 2022) 209,611 $41.59 209,611 $48,122,085 Total 1,079,540 $42.02 1,079,540 $48,122,085     For a discussion of limitations on the payment of dividends, see “ Dividend Policy ” and “ Liquidity ” under Part I—Item 2— “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”   72 Table of Contents   Item 3.           DEFAULTS UPON SENIOR SECURITIES.   Not applicable.   Item 4.           MINE SAFETY DISCLOSURES.   Not applicable.   Item 5.           OTHER INFORMATION.   None.   Item 6.           EXHIBITS.   Exhibit 3.1 Restated Certificate of Incorporation. Previously filed with the Securities and Exchange Commission on February 29, 2016, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.         Exhibit 3.1.1 Amendment to Restated Certificate of Incorporation. Previously filed with the Securities and Exchange Commission on February 29, 2016, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.         Exhibit 3.2 Amended and Restated Bylaws, effective February 16, 2017. Previously filed with the Securities and Exchange Commission on February 17, 2017, as an exhibit to the Bancorp’s Current Report on Form 8-K and incorporated herein by reference.         Exhibit 3.3 Certificate of Designation of Series A Junior Participating Preferred Stock. Previously filed with the Securities and Exchange Commission on February 28, 2012, as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference.         Exhibit 3.4 Certificate of Designation of Fixed Rate Cumulative Perpetual Preferred Stock, Series B. Previously filed with the Securities and Exchange Commission on March 3, 2014, as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.         Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+         Exhibit 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+   73 Table of Contents   Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++         Exhibit 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++         Exhibit 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*         Exhibit 101.SCH Inline XBRL Taxonomy Extension Schema Document*         Exhibit 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*         Exhibit 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*         Exhibit 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*         Exhibit 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*         Exhibit 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document*     + Filed herewith.   ++ Furnished herewith.   * Filed electronically herewith.   74 Table of Contents   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.       Cathay General Bancorp     (Registrant)                     Date: November 8, 2022       /s/ Chang M. Liu     Chang M. Liu     President and Chief Executive Officer                     Date: November 8, 2022       /s/ Heng W. Chen     Heng W. Chen     Executive Vice President and     Chief Financial Officer     75