TPG in Sale of Shenzhen Development Bank Stake

June 12, 2009

Cleary Gottlieb represented Newbridge Asia AIV III, L.P. (a TPG fund focused on Asia investments) in the proposed sale of its stake in Shenzhen Development Bank to Ping An Insurance (Group) Company of China, Ltd. A share purchase agreement was signed on June 12 for the sale by TPG of its 520,414,439 SDB shares, representing approximately 16.76% of SDB’s share capital. The consideration for the share purchase will at TPG’s election be satisfied either in cash in the amount of RMB11 billion, or through issuance of 299 million Hong Kong listed shares of Ping An.

Simultaneously with the share purchase, Ping An and SDB entered into a share subscription agreement pursuant to which Ping An is to subscribe between 370,000,000 and 585,000,000 new SDB shares at a price of RMB18.26 per share.

Both transactions are subject to various regulatory approvals.

SDB’s shares are listed on the Shenzhen Stock Exchange. TPG’s purchase of SDB shares in 2004 was the first sale of a de facto controlling interest in a Chinese bank to a foreign investor. Ping An is an integrated financial services conglomerate that covers a broad range of businesses, including insurance, securities brokerage, commercial banking, trust and investment, assets management and corporate pension business. Its shares are listed on the Shanghai Stock Exchange and Hong Kong Stock Exchange.