PING AN BANK CO., LTD. 
By Stock code: 000001 Stock name: SDB A Announcement S/N: 2012?033
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 written notice of the 16th session of the
8th Board of Directors of Shenzhen Development
Bank Co., Ltd. ("SDB" or "the Company") was sent to directors
on July 9th, 2012. The meeting was convened at
SDB Building on July 17th, 2012 in compliance
with applicable laws, regulations, rules and Articles of
Association of SDB. 18 directors (including 8 independent
directors) were supposed to attend the meeting, and 15 of
them attended the meeting on site or over the phone including
Chairman Xiao Suining, Directors Richard Jackson, Yao Bo,
David Ku, So Lan Ip,
Wang Kaiguo, Chen Wei, Hu Yuefei, Liu Nanyuan, Duan Yongkuan,
Xia Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu
Xueqiao. Directors Wang Liping and Li Jinghe and Independent
Director Lu Mai did not attend the meeting for other reasons
and they respectively asked Director So Lan Ip, Chairman Xiao
Suining and Independent Director Duan Yongkuan to exert
voting rights on their behalf.
Chief Supervisor Qiu Wei of the 7th Board of
Supervisors of SDB and Supervisors Luo Kangping, Che Guobao,
Xiao Lirong, Wang Lan, Wang Yi and Cao Lixin sat in on the
meeting on site or over the phone.
The meeting was chaired by BoD Chairman Xiao Suining. The
follow proposals were deliberated and approved at the
meeting:
I. Deliberated and passed the Proposal of appointing Mr. Ye
Wangchun as VP of SDB. Agreed to appoint Mr. Ye Wangchun as
VP of SDB.
The above appointment needs approval by CBRC.
There were 18 votes for the above proposal and nil against it
with nil waiving.
Independent Directors Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia
Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao all
agreed to the above proposal.
For CV of Mr. Ye Wangchun, please refer to the
attachment.
II. Deliberated and passed the Proposal of appointing Mr. Xie
Yonglin as VP of SDB. Agreed to appoint Mr. Xie Yonglin as VP
of SDB.
The above appointment needs approval by CBRC.
There were 18 votes for the above proposal and nil against it
with nil waiving.
Independent Directors Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia
Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao all
agreed to the above proposal.
For CV of Mr. Xie Yonglin, please refer to the attachment.
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III. Deliberated and passed the Proposal of appointing Mr. Li
Nanqing as Secretary to SDB BoD. Agreed to appoint Mr. Li
Nanqing as Secretary to SDB BoD.
The above appointment needs approval by CBRC.
There were 18 votes for the above proposal and nil against it
with nil waiving.
Independent Directors Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia
Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao all
agreed to the above proposal.
For CV of Mr. Li Nanqing, please refer to the attachment.
Mr. Xu Jin resigned from the position of Secretary to SDB BoD
due to work change, and his resignation takes effect on July
17th, 2012. Mr. Xu Jin will continue to assume
other management work of SDB.
IV. Deliberated and passed the Proposal about SDB Basel II &
III Comprehensive Planning
Project Plan.
There were 18 votes for the above proposal and nil against it
with nil waiving.
V. Deliberated and passed the Proposal about reviewing and
deciding country risk limits for 26 countries/areas including
the USA.
There were 18 votes for the above proposal and nil against it
with nil waiving.
VI. Deliberated and passed the Proposal about revising SDB
AoA.
There were 18 votes for the above proposal and nil against it
with nil waiving.
The above proposal needs to be submitted to the next
Shareholders' Meeting of SDB for
deliberation.
VII. Deliberated and passed the SDB planning on returns to
shareholders in coming three years
(2012-2014).
There were 18 votes for the above proposal and nil against it
with nil waiving.
Independent Directors Lu Mai, Liu Nanyuan, Duan Yongkuan, Xia
Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao all
agreed to the above proposal.
The above proposal needs to be submitted to the next
Shareholders' Meeting of SDB for
deliberation.
SDB Independent Directors Lu Mai, Liu Nanyuan, Duan Yongkuan,
Xia Donglin, Chu Yiyun, Ma Lin, Chen Yingming and Liu Xueqiao
issued the following independent opinions on the above
proposals 1, 2, 3 and 7:
I. Independent Opinions about appointment of members of SDB
senior management
In line with relevant regulations in the Guiding Opinions on
Establishment of Independent Director System by Listed
Companies, the Corporate Governance Standard for Listed
Company and the SDB Articles of Association (hereinafter
shortened as SDB AoA), we, as independent directors of SDB,
issue the following independent opinions on the proposals of
16th session of SDB 8th BoD
including appointment of members of senior management:
1. Senior management member nomination, review and
appointment procedures comply with
relevant regulations in the Corporate Governance Standard for
Listed Company, the
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Company Law and the SDB AoA;
2. After reviewing relevant materials about Ye Wangchun, Xie
Yonglin and Li Nanqing including their personal resumes, we
didn't find any situation that disqualifies them from taking
the proposed positions in line with Article 147 of the
Company Law, or such situation that they are deprived of the
access to the market by CBRC and such deprivation has not
been terminated;
3. Agreed to appoint Mr. Ye Wangchun as VP of SDB, Mr. Xie
Yonglin as VP of SDB and Mr.
Li Nanqing as Secretary to SDB BoD. After relevant proposals
are deliberated and approved at the BoD meeting, the above
appointments will be reported to CBRC for approval in line
with relevant regulation.
II. Independent opinion on SDB Planning on Returns to
Shareholders in Coming Three Years
(2012-2014)
During the process of formulating the planning on returns to
shareholders, reasonable requirements and opinions of
investors, especially small and medium sized investors, were
given special attention to and the balance between the
reasonable investment returns to investors and the
sustainable development of the company could be realized. The
ways of cash, stock share or combination of cash and stock
share were adopted for dividend payout on the premise that
the company could operate and develop normally, and a
sustainable, stable and positive dividend payout policy was
established.
It is hereby announced.
Board of Directors of Shenzhen Development Bank Co., Ltd.
July 18th, 2012
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Attachment: CV of Mr. Ye Wangchun, Mr. Xie Yonglin and Mr. Li Nanqing
I. CV of Mr. Ye Wangchun Ye Wangchun, male, born in 1955, graduated from Huazhong University of Science and
Technology and won doctorate degree of management.
From March 1973 to May 1987, he assumed positions in PBOC
Honghu County, Hupei Province, such as Credit Staff, the
Office Deputy Head and Deputy Outlet Manager. From May 1987
to November 1999, he worked in ICBC and held positions such
as Head of Office of Central Outlet of ICBC in Jingzhou,
Hubei Province, Jingmen Branch VP, the President and Party
Secretary, Planning Division Chief of Hubei Provincial
Branch, Wuhan Branch VP and Deputy Party Secretary. From
November 1999 to March 2007, he worked in Huaxia Bank where
he acted as HQ Office Head, HZ BP and Party Secretary, HQ HR
and Education Dept. GM, HQ Outlet GM and Party Secretary. He
joined PAB in March 2007. From July 2007 to May 2010, he
started to serve as Vice President of PAB. From May 2010 to
June 2012, he was Acting President of PAB. From July 2008 to
June 2012, he was PAB Executive Director. He joined SDB in
July 2012.
Apart from the employment relations disclosed in the above
CV, Mr. Ye Wangchun has no other relations with SDB or SDB's
controlling shareholder and actual controller. He doesn't
hold shares of SDB, and wasn't once punished by CSRC, other
relevant authorities or stock exchanges.
He joined PAG in October 1994 and assumed a couple of
positions including Jiangsu Office Int'l Business Dept
Business Head, DGM of Dachang Branch of P&C NJ Subsidiary(in
charge of daily business management), DGM of PA Life Wuxi(in
charge of daily business and management), DGM and then GM of
Group Insurance Dept of PA Life NJ, GM Assistant and then DGM
(in charge of daily business and management) of PA Life HZ,
PAG R&D Center Deputy Head, PA Life Marketing Dept. GM and GM
of PA Life Zhejiang. He joined PAB in March 2006 and assumed
positions such as Ops Director and then HR Director. He was
promoted to PAB VP from July 2007 to June 2012, and assumed
PAB Executive Director from June 2007 to June 2012. He joined
SDB in July 2012.
Apart from the employment relations disclosed in the above
CV, Mr. Xie Yonglin has no other relations with SDB or SDB's
controlling shareholder and actual controller. He doesn't
hold shares of SDB, and wasn't once punished by CSRC or stock
exchanges.
Professor and Senior Economist.
Since 1985, he held a couple of positions including the Head
of Teaching and Research Section of
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Xidian University, Division Head/Office Head/Secretary
General/Party Member of Research Office of Sichuan Province
and Sichuan Provincial Federation of Social Sciences,
Editor-in-chief of Sichuan Social Science Research and
Comment on Tianfu or Sichuan. He joined CMB in 1994 where he
held positions such as Development Research Dept. GM
Assistant, Office Head & Party Publicity Head, Party Cttee
Office Head and Party Disciplinary Cttee Member of CMB, CMB
HZ Branch VP/the Branch Party member/Disciplinary Cttee
Secretary, Secretary General of Shenzhen Association of
Domestic Banks. He joined PAB in 2007 where he assumed Retail
Director and the BoD Secretary.
Apart from the employment relations disclosed in the above
CV, Mr. Li Nanqing has no other relations with SDB or SDB's
controlling shareholder and actual controller. He doesn't
hold shares
of SDB, and wasn't once punished by CSRC, other relevant
authorities or stock exchanges.
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