2012-04-27

[Shenzhen, China] Time: 18:00, Apr. 26, 2012

　　Shenzhen Development Bank ("SDB, 000001) submits an announcement to Shenzhen Stock Exchange today, declaring that SDB received approval from CBRC on Apr. 26, 2012 which approved SDB to acquire and merge its controlling subsidiary Ping An Bank. Before the formal completion of 2-bank merger, the two banks shall maintain their respective legal entity status and will continue to provide efficient and quality financial service for customers.
　　After receiving this approval, SDB and PAB still need to go through a series of legal procedures to complete 2-bank merger. SDB Shareholder Meeting has approved that the name of the merged bank shall be “Ping An Bank Co., Ltd” and relevant renaming work shall be gradually roll out after two banks officially merged. At present, some transactions of two banks can be carried out on a shared platform; other integration work is also underway.

　　Log on SDB website at www.sdb.com.cn or www.cninfo.com.cn to view the complete announcement. You may access this press release at www.sdb.com.cn or PAB website www.bank.pingan.com.

2-bank integration is highly recognized by the regulators, shareholders and the public

　　In Sept. 2010, SDB general shareholder meeting deliberated and passed relevant proposal and agreed to issue 1.638 billion shares at 17.75 yuan per share to PAG through a non-public offering. PAG subscribed these shares with the 7.825 billion PAB shares it held (about 90.75% of PAB total equity) and some cash. In July 2011, the restructuring plan was formally implemented after approval by the regulators. SDB became the shareholder of PAB with a 90.75% shareholding percentage. PAG’s shareholding in SDB increased to 52.38%. SDB started to disclose 2-bank consolidated financial data from Q3 2011.

　　On Apr. 26, 2012, the proposal on SDB’s merger and absorption of PAB is approved by the regulators. Later on when the legal procedures are completed, the two banks will become one bank, which means the biggest M&A case in China’ financial history is coming to a close soon.

Integration moving on smoothly, with TF, CC and Micro business demonstrating strength

　　Two banks kicked off preparations for business integration in 2011, and now various preparation works are underway smoothly. It is expected that two banks' policies, products, services and systems will be gradually aligned after completion of 2-bank merger to provide consistent and better products and services for customers.
　　While integration advances smoothly, two banks also achieve great progress in business development. The consolidated net profit registers RMB 10.28bn in 2011, increasing by 65% YoY. As of Q1 2012, SDB’s consolidated assets totaled RMB 1.37trillion, deposits totaled RMB 914.8bn and total loan amounted to RMB 651.4bn. The synergy effect of PAB-SDB integration begins to emerge. Meanwhile, two banks' micro finance business system is gradually improved. The banking sector speaks highly of the integration and is deemed a "paradigm of quality and win-win acquisition".

The Bank has clear future strategies; corporate and retail will embrace faster development
　　In the long run, the Bank will stick to the goal of "Best Bank" strategy and in terms of corporate business, it will focus on trade finance business where SDB has many advantages and will develop supply chain finance-based upstream and downstream enterprises; will greatly push cross-selling and demonstrate the advantage of integrated finance.
　　In terms of retail business, the Bank will build a Synergetic operating platform for consumer business and implement the integrated business strategy of “one customer, one account and multiple products" so as to achieve healthy and rapid retail business development.
　　Bank will also leverage nearly 70mn personal customers, over 2mn corporate customers as well as 500K sales agents of PAG to promote rapid and healthy development of the Bank with Synergetic efforts.

About SDB
　　SDB is the first joint-stock firm listed on the Shenzhen Stock Exchange (000001 SZSE). As a national bank headquartered in Shenzhen, its total assets reached RMB 1.37trillion as of Mar 31, 2012. Through 399 outlets in 27 cities nationwide, the two banks provides diversified financial service to its corporate, retail and public sector customers. Currently, Ping An Insurance (Group) Company of China, Ltd. and its related subsidiaries hold 2.684 billion shares of SDB, accounting for around 52.38% of SDB total equity.