§1 Important Reminder

1.1 The board of directors (hereinafter referred to as the"Board") along with its directors, the supervisory committee along with its supervisors, and senior management of Shenzhen Development Bank Co., Ltd. (hereinafter referred to as the"Company") confirm that there are no false representations and misleading statements contained in, or material omissions from this report, and severally and jointly assume responsibility for the truthfulness, accuracy and completeness of the contents of this report.

1.2 The 2012 first quarterly report was reviewed and approved at the fourteenth meeting of the eighth session of the Board. 18 directors expected to attend the meeting, and they were all present. The Board approved this report unanimously at the meeting.

1.3 Xiao Suining, Chairman of the Board of the Company, Richard Jackson, President, Chen Wei, Vice President and Chief Financial Officer, and Wang Lan, head of the Accounting Department, guarantee the truthfulnessand completeness of the financial report in the 2012 first quarterly report.

1.4 This quarterly financial report does not go through the formal audit; however, E&Y-Huaming conducted AUP towards certain items and the compiling procedure of financial statement.

1.5 In this report, the Company and the Bank/SDB refer to Shenzhen Development Bank Co., Ltd. and the Group refers to Shenzhen Development Bank Co., Ltd. and its subsidiaries.

1.6 The Company has obtained 90.75% of equity interests in Ping An Bank Co., Ltd.(hereinafter referred to as the "Ping An Bank") via the non-public issuance of shares in July 2011. Since the date of acquisition, the Company starts to prepare the consolidated statements in accordance with Accounting Standards for Business Enterprises.

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