Stock code?000001 Stock name?SDB A Announcement SN?2012?014

Board Resolution Announcement of Shenzhen Development Bank Co., Ltd.

The Company and its Board of Directors guarantee the truthfulness, accuracy and completeness of the public announcement and it contains no false documentation, misleading statements or material omission.

The 14th Session of the 8th Board of Directors of Shenzhen Development Bank Co., Ltd. ( "SDB" or "the Company") was held on April 25 2012 in SDB building. Written notice of the meeting was sent to each director on April 13 2012. Convening of this meeting is in compliance with applicable laws, regulations, rules and Articles of Association of SDB. There should be 18 directors present at the meeting (including 8 independent directors) and in total 18 persons, namely Chairman Xiao Suining, Director Richard Jackson, Wang Liping, Yao Bo, David Ku, So Lan Ip, Li Jinghe, Wang Kaiguo, Chen Wei, Hu Yuefei, Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao participated in the meeting in person or via telephone.
Chief of Supervisors Qiu Wei of the 7th Board of Supervisors of SDB, supervisor Luo Kangping, Che Guobao, Xiao Lirong, Wang Lan, Wang Yi and Cao Lixin sat in the meeting in person or via telephone.
The meeting was presided over by Chairman Xiao Suining and deliberated & passed the following proposals:
I. Deliberated and passed SDB 2012 1Q report
There were 18 votes for the above proposal and nil against it with nil waiving.
II. Deliberated and passed SDB proposal about purchasing D & O insurance
It's to purchase one year D & O insurance with insurance amount of USD 50mn and delegate authority to Chairman of the Board and Management to effect insurance purchase related work as well as to sign the insurance document.
There were 18 votes for the above proposal and nil against it with nil waiving.
Independent director Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao unanimously agreed with this proposal.
The proposal needs to be submitted to SDB 2011 annual shareholders' meeting for deliberation.
III. Deliberated and passed Shenzhen Development Bank Co., Ltd Proposal on ongoing day-to-day RPTs with PAG and other related parties
There were 18 votes for the above proposal and nil against it with nil waiving.

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Independent director Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao unanimously agreed with this proposal.
The proposal needs to be submitted to SDB 2011 annual shareholders' meeting for deliberation.
IV. Deliberated and passed Proposal about revising relevant senior management employment contracts
There were 15 votes for the above proposal and nil against it with nil waiving. Relevant executive directors avoided voting for this.
Independent director Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao unanimously agreed with this proposal.
V. Deliberated and passed SDB proposal about holding 2011 annual shareholders' meeting
It was agreed to hold SDB 2011 annual shareholders' meeting on Mar. 23 2012 and proposed to
submit the following proposals to the meeting for deliberation:
1. SDB 2011 BoD work report
2. SDB 2011 BoS work report
3. SDB 2011 independent directors' work report
4. SDB 2011 financial report
5. SDB 2011 profit distribution plan
6. SDB 2011 RPT report
7. SDB 2012 annual budget report
8. SDB proposal about engaging 2012 certified public accountants
9. SDB proposal about purchasing D & O insurance
10. SDB proposal about ongoing day-to-day RPTs with relevant parties including PAG
11. SDB report on utilization status of funds raised previously
12. Proposal about revising SDB AoA
And report the following materials to annual shareholders' meeting:
1. SDB 2011 evaluation report on directors' duty fulfillment
2. SDB 2011 evaluation report on supervisors' duty fulfillment
For the other specific matters relating to the shareholders' meeting, please refer to SDB notice about holding 2011 annual shareholders' meeting.
There were 18 votes for the above proposal and nil against it with nil waiving.
It's hereby announced.
Board of Directors of Shenzhen Development Bank Co., Ltd. Dated this: April 26, 2012

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