2012-02-10

[SZ, China] 18:00, Feb. 9th, 2012

　　On Feb. 9th, 2012, SDB and PAB respectively called SH Meeting to approve the proposal on the merger and renaming with high approval rate of 98.2% and 97.95% and agreed that SDB absorbs PAB. After PAB is cancelled due to this merger and absorption, Chinese name of the Bank changes from SDB to PAB. The above proposal is still subject to regulatory approval and the renaming is yet to be approved by banking regulators and AIC. The name approved by the above regulators is binding.

　　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.

Full communication and concerted efforts from shareholders to push the progress of the integration

　　As per regulatory requirements, the two banks must complete integration ASAP to avoid peer group competition. On January 19, 2012, the two BoDs approved the absorption merger and renaming proposals. As per the procedures, following further approval from today’s shareholders meetings, the proposals will be submitted to regulatory approval with which the two banks will be formally merged into one bank to thoroughly 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 shall continue to provide quality financial services to customers.

　　During the process of merger through absorption, the bank has conducted many effective communications with shareholders of the 2 banks and eventually gained recognition from most shareholders, thus moving a big step forward to integration of SDB and PAB.

Synergy effect begins to emerge, the bank focuses on future development

　　In Oct 2011, SDB released 2011 Q3 business result, the first combined statements with PAB. The result shows that Q3 net profit of the bank increases 63% YoY. In Jan 2012, SDB released 2011 performance prediction, saying that 2011 net profit of the bank will increase by 60%-70% to 9.945bil -10.619bil.

　　The integration of the 2 banks goes smoothly now and the synergy effect begins to merge. The bank expects to go through all legal procedures required for the merger and then it can attach more attention to future development of the new bank. After merger of the 2 banks, the new bank will have 27 branches and 395 outlets, and it can provide more products and services to customers through wider institution network and more professional personnel.

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 diversified financial services. At present, 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 diversified financial services.