2010-06-29

[Shenzhen, China] 18:00 June 28, 2010

　　Shenzhen Development Bank (“SDB”; SZSE 000001) today filed an announcement with the Shenzhen Stock Exchange. The Bank received the CSRC’s approval of making non-public offering to Ping An Life Insurance Company of China, Ltd. (“PA Life”). The Bank will issue up to 379.58 million new shares at 18.26 Yuan per share to PA Life, total funds raised up to 6.93 billion Yuan. After the issuance, the total outstanding shares of SDB will increase from 3,105 mm to no more than 3,485 mm. Ping An Insurance (Group) Company of China, Ltd. (“PAG”) and its related subsidiaries in aggregate will further increase holding of SDB to up to 1,045 mm shares, close to 30% of total outstanding SDB shares, as the biggest shareholder of SDB.
　　The full text of the announcement is available at www.cninfo.com.cn and SDB official website at www.sdb.com.cn.
Received CSRC Approval of Non-public Offering
　　Today, SDB received CSRC’s approval of the private placement of up to 379,580,000 shares to PA Life, at 18.26 Yuan per share, total funds raised up to 6,931,130,800 Yuan. After the non-public offering (“NPO”), the total outstanding shares of SDB will increase from 3,105,433,762 shares to no more than 3,485,013,762 shares. Shareholding by PA Life will increase from 145,328,248 shares to up to 524,908,248 shares, no more than 15.06% of total SDB shares. Together with the 520,414,439 shares transferred from Newbridge Asia AIV III, L.P. (“Newbridge”) to PAG before, PAG and its related subsidiaries will hold in aggregate up to 1,045,322,687 SDB shares, further promoting its total shareholding of 21.44% before the NPO to close to 30%, as the biggest shareholder of SDB. The approval is effective within 6 months.
　　In June 2009, both the Board and the Shareholders’ Meeting of SDB approved the resolution to issue 370 mm to 585 mm shares to PA Life through a private placement, at a price of 18.26 Yuan per share, the average price of the 20 trading days before the pricing day. Total raised funds were expected up to 10.68 bn Yuan. At the completion of the issuance, PAG and its related subsidiaries shall hold no more than 30% of SDB shares. On May 5, 2010, SDB announced that CBRC approved in principle the non-public offer, as well as PAL’s qualification as the subscriber. On June 12, 2010, SDB announced that the bank’s application of non-public offering was passed by the Issuance Committee of CSRC. Today, the Bank further announced that it received the official approval from CSRC on the non-public offering.
　　June 2009, while SDB approved the NPO to PA Life, Newbridge signed the “Share Transfer Agreement” with PAG that PAG can purchase all SDB shares held by Newbridge no later than December 31st 2010. On May 5th , 2010, PAG announced receipt of CSRC’s approval of the share transfer and the transaction was completed on May 7th, 2010.
　　With the completion of NPO and PAG’s holding of SDB shares to be increased to almost 30% soon, as the strategic major shareholder, PAG can help the Bank to achieve new height in fund raising capability, business innovation, customer base, and infrastructure etc.
Consolidating Capital Base to Support Business Development
　　SDB expresses that, after the NPO with the max amount approved, computing in accordance with the core capital, net equity, and risk weighted assets at the end of 1Q 2010, the CCAR and CAR of the Bank should reach over 7% and 10% respectively, meeting the latest CBRC requirement to middle-sized commercial banks. The Bank believes that, the supplement of core capital is crucial to the bank’s development of the next phase. SDB will accelerate the pace of outlet expansion, making quality new loans, and exploring in new businesses. In the meantime, the Bank is closely working with the major shareholder and its subsidiaries to further consolidate the Bank’s integrated capability in providing all-around financial service through innovative, professional approaches and channels, so as to explore a multi-win cross-selling business model and enhance the Bank’s professional recognition among individual and SME customers.
　　As the shareholders transition was completely smoothly at SDB, the Bank’s management and staff look forward to exercising more growth potential after the joining of the new big shareholder and supplement of capital. The Bank will continually carry out the differential competitiveness of “innovation and professionalism” to achieve the strategic goal of becoming the best bank.
　　PAG indicates that, with the successful completion of NPO of SDB to PA Life, the capital base of SDB was effectively consolidated, hence laying the foundation for rapid and healthy development and providing a strong momentum to business growth. Successful completion of the transaction marks the accomplishment of PAG’s strategic investment on SDB disclosed in last June, with positive results achieved according to the plan. It is also of strategic significance for PAG to expediting business growth of banking franchise, facilitating balanced development of the group’s three major businesses of insurance, banking, and investment, and realizing the “one customer, one account, multiple products, and one-stop service”.
　　SDB and PAG both express that subsequent procedural steps such as share registration and trading application will be completed as soon as possible, and the Bank will make further announcement after the funds transfer is completed.

About SDB
　　Shenzhen Development Bank, the first joint-stock owned company to list on the Shenzhen Stock Exchange (SZSE 000001), is a national bank headquartered in Shenzhen, with RMB 619.9 billion Yuan in total assets as of March 31 2010. SDB provides a broad range of services to commercial, retail, and government customers, through 303 branches and sub-branches in 20 major cities across China. At present, 21.44% of the Bank’s shares are owned by Ping An Insurance (Group) Company of China, Ltd.
Key items of balance sheet as of Mar 31, 2010
Total deposits: 467.6 bn Yuan
Total loans：372.0 bn Yuan
Total assets: 619.9 bn Yuan

About PAG
　　Ping An Insurance (Group) Company of China, Ltd. (“PAG”) was born in Shenzhen Shekou in 1988, as the first joint stock insurance company in China. Now it has developed into an integrated financial service conglomerate closely blends multiple financial services including insurance, banking, and investment. The Company listed on HK-SE and SH-SE, with stock code as 2318 and 601318 respectively.
　　Through the multi-channel sales network of the professional subsidiaries and divisions under PAG, it provide a all-around and tailored financial products and services of insurance, banking, and investment to more than 51 mm individual customers and 2mm commercial customers via the uniform brand name.
　　PAG possesses around 417 thousand life insurance sales and around 83 thousand formal employees, and over 3,800 branches and sales outlet of various tiers and types. As of March 31 2009, PAG had total assets of 935.7 bn Yuan and total equity of 91.7 bn Yuan. In 2009, PAG achieved total income of 152.8 bn Yuan and net profit of 14.5 bn Yuan. Considering insurance business income, PA Life is the second biggest life insurance company in China, and PA Property is the second biggest property insurance company in China.