Ping An Board of Directors Approves Major Asset Acquisition Proposals

Hong Kong, Shanghai, 15 September 2010 – Ping An Insurance (Group) Company of China, Ltd. (hereafter “Ping An” or “the Group”, HKEX: 2318; SSE: 601318) announced today that its Board of Directors has approved resolutions in relation to a major asset acquisition where Ping An will subscribe to 1,638,336,654 new shares in Shenzhen Development Bank (SDB) via a private placement. The subscription will be fully satisfied by Ping An’s holdings of 7,825,181,106 shares in Ping An Bank Co., Ltd (“Ping An Bank”), or 90.75% of the bank’s total share capital, plus RMB2,690,052,300 in cash. The subscription price of the new shares shall be RMB17.75 per share, being the average trading price of SDB shares for the 20 consecutive trading days prior to the date of the announcement of the resolutions of the Board of Directors of SDB approving the share subscription. The transaction is yet to receive approvals from shareholders of both companies and regulators.

The transaction has been audited and is priced based on net asset value as appraised by asset evaluators. It has also taken into account factors such as Ping An Bank’s profitability and growth potential.

According to an appraisal report by China United Assets Appraisal Co., Ltd., as at the appraisal date (30 June 2010) Ping An Bank’s net assets are estimated to be worth RMB29,080,475,600. Based on the profit forecast of Ping An Bank for 2010 and 2011, the bank is expected to grow its net profit by at least 58% to RMB1.75 billion for 2010, and to RMB2.3 billion for 2011. The bank’s price to book ratio is expected to be at around 1.79 times for 2010 and 1.57 times for 2011. Both companies are of the opinion that the results of the appraisal are fair and reasonable, and that it fully reflects Ping An Bank’s strong growth potential following the investment. The estimated price to book ratios are also on par with those of joint-stock commercial banks and city commercial banks, which range from 1.84 times to 2.07 times. Based on the valuation, Ping An will subscribe to 1.638 billion new shares in SDB at a subscription price of RMB17.75 per share through a private placement.

The transaction and related matters will be submitted to the respective shareholders of both companies for approval, after which to relevant regulatory authorities for approval. If approved, and upon completion of the aforementioned transaction, SDB and Ping An Bank will look for viable ways to consolidate their operations. SDB will take steps at an appropriate time to consolidate the two banks through ways that are in compliance with current regulations including but not limited to the merger of Ping An Bank into its operation.

Ping An’s Board of Directors also passed the resolution in relation to an agreement with SDB on profit compensation. This move helps guarantee profit contribution by SDB with Ping An Bank as injected asset, ensure the interests of the shareholders of both companies are protected, while also promote the healthy development of the banking business upon completion of the transaction.

Following its acquisition of Ping An Bank, Ping An moved to establish a new management framework at the bank, completed system upgrade and operation centralization, developed a new risk management system, and started the process of building a business model combining one-stop financial services and cross-selling. It has provided the basis for such initiatives as a graded customer management system, a pioneering remote account opening service, an expansion of its virtual sales network, all of which have helped create not only a solid foundation for the banking business but also a banking platform on a national scale. In the short space of just three years Ping An Bank has managed to grow its revenue to RMB4.282 billion in 2009 from RMB2.111 billion in 2006; net profit grew to RMB1.105 billion in 2009 from RMB304 million in 2006; total assets rose to RMB230.6 billion as at the end of June 2010 from RMB82.136 billion in 2006; shareholder equity improved to RMB15.329 billion at the end of June 2010 from RMB5.14 billion in 2006. As at June 2010 Ping An Bank had issued more than five million credit cards, the most among city commercial banks. Despite its rapid growth Ping An Bank has been able to deliver healthy performance with capital adequacy ratio at 11.8% and non-performing loan ratio at 0.45%. The outperformance of these two indicators helps lay a solid foundation for the future long-term growth of the business.

Upon completion of the transaction Ping An will become the controlling shareholder of SDB, and SDB of Ping An Bank. The transaction represents an invaluable growth opportunity for SDB. When completed, the transaction will not only help SDB expand its service network to the HaiXi Economic Zone (海西经济区) where it currently does not have a presence, but also will make it the fourth largest joint-stock commercial bank in China by the number of service points in the booming Yangtze River Delta, Pearl River Delta and Bohai Rim regions. In addition, SDB will be able to further enhance its retail and small- and medium-enterprise businesses while taking its credit card business to the next level of growth. The transaction will also help accelerate system upgrade at SDB while improving operational efficiency and risk controls. More importantly, SDB will be able to benefit from Ping An’s capital support over the long-term, gain access to the Group’s customer base of over 56 million retail clients and over 2 million corporate clients, as well as to its national distribution network and advanced back office platform. SDB will also be able to share Ping An’s successful experience in cross-selling financial products. All these will help SDB expand its business while further enhancing its competitiveness and ensuring the rapid and healthy development of its business. Upon completion of the transaction, SDB is expected to grow its total assets to more than RMB900 billion, the number of credit cards to 9 million, and net profit to more than RMB9 billion by 2011.

According to Ping An, the transaction is a shining example of its guiding principles of fairness, mutual benefits, stability, and growth. The structure of the transaction is scientific, its valuation fair, and its approval process in compliance with the law and corporate governance standards. It is beneficial not only to the future development of SDB, Ping An Bank and Ping An, but also to their shareholders, customers and staff members. As the controlling shareholder, Ping An will continue to encourage SDB to place emphasis on stable transition in its drive to consolidate the two banks, helping to ensure the stability of its management team and workforce is maintained, customer’s interests are protected, and any impact to the business kept to the minimum.

Ping An’s mission is to be an internationally leading integrated financial services group with core businesses in insurance, banking and investment. This transaction will help boost the banking business as a share of the Group’s overall capital mix. As at 30 June 2010, Ping An Bank accounted for 22.3% of the Group’s total assets. That share will grow to more than 50% of the Group’s total assets upon completion of the transaction. Ping An Bank contributed RMB912 million to the Group’s net profit in the first half of 2010, or 9.5%. Upon completion of the transaction, the Group’s banking business is expected to post strong growth in both revenue and net profit. Moreover, an expanded banking network and a more comprehensive product portfolio will substantially enhance the synergies between the Group’s various financial services, and accelerate its strategic development as an integrated financial services provider using the “one customer, one account, multiple products, one-stop services” model.