2012-01-20

[SZ, China]             18:00, Jan. 19, 2012

　　On Jan. 19, 2012, the Boards of Directors of Shenzhen Development Bank Co., Ltd (“SDB”) and Ping An Bank Co., Ltd “PAB” respectively deliberated and approved Shenzhen Development Bank Co., Ltd Proposal on Plan to Absorb and Merge Its Controlling Subsidiary Ping An Bank Co., Ltd to allow SDB’s merger with PAB. After Ping An Bank Co., Ltd deregisters itself for the purpose of this merger, the name of the Company will change from Shenzhen Development Bank Co., Ltd to Ping An Bank Co., Ltd. The Proposal above is still subject to the approval by the two banks’ SH meeting and relevant regulators. Renaming-related issues require approval from banking regulators and AICs and the final name will be subject to the approved name by the supervising regulator.

　　Please visit SDB formal website www.sdb.com.cn or www.cninfo.com.cn to view the announcement. You can also visit www.sdb.com.cn to view this press release.

Merger of two banks to avoid peer group competition

　　In July 2011, SDB successfully acquired 90.75% of PAB in an asset purchase deal through share issuance to Ping An Insurance (Group) Company Limited of China. As per relevant requirements, the two banks must complete integration ASAP to avoid peer group competition. After passing BoD approval of this merger plan, the Banks, if further acquiring approval from SH meeting and relevant regulators, will be formally merged into one bank to effectively resolve peer group competition issue. After the completion of this merger, PAB will be merged into SDB and all the rights, obligations, customers, services, outlets, assets and liabilities of PAB will be legally inherited by SDB. All rights and benefits of both banks customers will not be affected at all, and the Bank will continue to provide quality financial services to customers.

　　In the process of the merger, PAB minority shareholders can choose either cash consideration or stock consideration. As per the valuation report presented by valuation institution, taking June 30, 2011 as the cut-off date, PAB’s per share valuation is RMB 3.34 Yuan. In this merger deal, PAB’s per share pricing is RMB 3.37 Yuan. Namely, if PAB minority shareholders choose cash consideration, then each PAB share would exchange RMB 3.37 Yuan. If they choose SDB stock as consideration, then PAB equity price would be 3.37 yuan per share. SDB’s “equity price” will be subject to the average trading price of the 20 days prior to SDB announcement of BoD resolution related to the merger deal.

New bank, new name and new platform

　　As an important means of publicity after integration, the brand name arouses broad attention in the market and has influence on the purchase expectation and choice of two banks existing and potential customers. In the process of deciding the name for the new bank, SDB carefully weighed and evaluated from two important aspects: whether it is in line with the best interest of customers and related parties; whether it is in line with the Bank’s future and long-term development strategy.

　　An internationally professional brand survey company was hired to conduct a nation-wide survey on two banks existing and potential customers for the renaming plan. The survey lasted for nearly a year and covered many cities, picked lots of different kinds of customer samples and used scientific tools to analyze before came to the conclusion. Namely, “Ping An Bank" is stronger in respect of consumer confidence, effectiveness of publicity, influence on business development, brand association and attributes preferred by consumers. In the meantime, “Ping An Bank” works better to leverage the parent company’s – PAG – various advantages in respect of branding, customers, channels, products and services, which may bring better advantages for business development and market expansion, especially in cross-selling and provision of integrated financial products and services.

　　Among “Top 100 Most Valuable Global Brands 2011” released by British Financial Times in May 2011, PingAn China ranks No.83 with the brand value of USD 10.54 billion. The increasingly stronger brand of PAG also provides strong support to the brand of PAB in terms of recognition, credibility and reliability.

　　Besides, the renaming is just one of the various issues in two-bank merger. The more important significance of the merger lies in its true value to customers by providing a broader institutional network, more professional staff and more diversified products and services.

　　The scale of the merged bank will be further expanded with 27 branches and 395 outlets covering about 80% of PAG’s customer base. In the future, the bank will reply on PAG’s strong resources, including over 60 million retail customers and 2 million corporate customers, to improve the breadth and depth of cross-selling. It will also leverage PAG’s strong integrated financial advantages in branding, channels, customers, products and IT to explore an innovative development path and strive to build a highly competitive “Best Bank in China”.

About SDB
　　Shenzhen Development Bank (SDB), a national bank headquartered in Shenzhen, is the first joint stock company listed on Shenzhen Stock Exchange (SZSE 000001). As of September 30, 2011, the bank’s total asset has reached RMB 930.5 billion. Through 299 outlets in 22 main cities across China, SDB provides corporate/retail/government customers with various kinds of financial services. At present, SDB holds about 90.75% of PAB shares and PAB is a subsidiary company controlled by SDB. Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries hold 2.684 billion SDB shares, representing about 52.38% of total shares of SDB after the NPO, and SDB is a subsidiary company controlled by PAG.

　　Key items on the balance sheet on September 30, 2011:
　　　　- Total deposit: RMB 628.6 billion
　　　　- Total loan: RMB 459.7 billion
　　　　- Total asset: RMB 930.5 billion

About PAB
　　As a cross-regional joint stock commercial bank, Ping An Bank is headquartered in Shenzhen with registered capital of RMB 8.623 billion. Its outlets are distributed in Shenzhen, Shanghai, Fuzhou, Quanzhou, Xiamen, Hangzhou, Guangzhou, Dongguan, Huizhou and Zhongshan. As of December 31, 2010, the bank’s total asset, total deposit and total loan are RMB 255.8 billion, RMB 182.1 billion and RMB 130.8 billion respectively. Currently, through 76 outlets in 10 main cities across China, Ping An Bank provides corporate/retail/government customers with various financial services.