CHINA DEVELOPMENT BANK CORPORATION · by China Development Bank Corporation ... . The …

(a joint stock company incorporated under the laws of the People

US$1,000,000,000

EUR1,000,000,000 EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015)

Issue Price for the USD Notes:

Issue Price for the EUR Notes:

These listing particulars (the “2020 (the “by China Development Bank Corporation (the “

The Notes are issued on U.S.$1,000,000,000 2.with the EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015.earlier thanNotes will have temporary ISIN and Common Codes separate from those applicable to the already issued notes.

These particulars (the “FSMAadmitted to the Official List. The Issuer accepts responsibility for the information contained in these Listing Particulars. knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the infois in accordance with the facts and does not omit anything likely to affect the import of such information.

Application has been made to the Financial Conduct Authority in its capacity as competent authority (FSMA for the Notes to be admitted to the official list (the “Professional Securities Market (“2004/39/EC (the Markets in Financial Instruments Directive). This application for listing of the Notes relates to the entire issued.

The Issuer is duly incorporated under tthe PRC and are duly authorised according to the requirements of the Issuer’s constitution. All necessary statutory and otherbeen obtaine

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of Uexemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being U.S. persons in offshore transactions in reliance on Regulation S under the restrictions on offers and sales of the Notes and the distribution of the Listing Particulars, see “

Moody’s Investor Service, Inc. (“and “AARegulation (EC) No 1060/2009 (the “

Prospective investors should have regard to the factors described under the section headed “

Bank of Communications Co., Ltd. Hong Kong

Standard Chartered Bank

ICBC

CHINA DEVELOPMENT BANK CORPORATION(a joint stock company incorporated under the laws of the People

1,000,000,000 2.50 per cent. Notes due 2020 U.S.$1,000,000,000 2.50 per cent. Notes due 2020 on 9 October 2015)

1,000,000,000 0.875 per cent. Notes due 2018 EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015)



These listing particulars (the “2020 (the “USD Notes”) and EURby China Development Bank Corporation (the “

The Notes are issued on U.S.$1,000,000,000 2.50 per cent Notes due 2020 issued on 9 October 2015 and the EUR Notes will be consolidated and form a single series with the EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015.

than 40 days after will have temporary ISIN and Common Codes separate from those applicable to the already issued notes.

These particulars constitute listing particulars for the purposes of complying with Section 74 of the Financial Services and Markets Act 2000 FSMA”). References in these Listing Particulars to Notes being “listed” (and all related references) shall mean that such Note

admitted to the Official List. The Issuer accepts responsibility for the information contained in these Listing Particulars. knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the infois in accordance with the facts and does not omit anything likely to affect the import of such information.

Application has been made to the Financial Conduct Authority in its capacity as competent authority (FSMA for the Notes to be admitted to the official list (the “Professional Securities Market (“2004/39/EC (the Markets in Financial Instruments Directive). This application for listing of the Notes relates to the entire

The Issuer is duly incorporated under tthe PRC and are duly authorised according to the requirements of the Issuer’s constitution. All necessary statutory and otherbeen obtained.


Moody’s Investor Service, Inc. (“and “AA-” to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody’s and S&P is not established in the EU but is certified undRegulation (EC) No 1060/2009 (the “


Bank of Communications Co., Ltd. Hong Kong Branch

Standard Chartered Bank

ICBC CCB


2.50 per cent. Notes due 2020 U.S.$1,000,000,000 2.50 per cent. Notes due 2020 on 9 October 2015)

0.875 per cent. Notes due 2018 EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015)



These listing particulars (the “Listing Particulars”) and EUR1,000,000,000

by China Development Bank Corporation (the “

The Notes are issued on 3 February 2016 (“50 per cent Notes due 2020 issued on 9 October 2015 and the EUR Notes will be consolidated and form a single series

with the EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015.40 days after the Issue Date and

will have temporary ISIN and Common Codes separate from those applicable to the already issued notes.

constitute listing particulars for the purposes of complying with Section 74 of the Financial Services and Markets Act 2000 ”). References in these Listing Particulars to Notes being “listed” (and all related references) shall mean that such Note


Application has been made to the Financial Conduct Authority in its capacity as competent authority (FSMA for the Notes to be admitted to the official list (the “Professional Securities Market (“PSM”) of the London Stock Exchange plc. The2004/39/EC (the Markets in Financial Instruments Directive). This application for listing of the Notes relates to the entire

The Issuer is duly incorporated under the laws of the PRC and operates in conformity with its constitution. The Notes conform with the laws of the PRC and are duly authorised according to the requirements of the Issuer’s constitution. All necessary statutory and other


Moody’s Investor Service, Inc. (“Moody’s”) and Standard & Poor’s ” to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody’s and S&P is not established in the EU but is certified und

Regulation (EC) No 1060/2009 (the “CRA Regulation


Joint Lead Managers

KGI Asia

J.P. Morgan

Joint Lead Managers with respect to the EUR Notes

CCB (Europe)

The date of these Listing


2.50 per cent. Notes due 2020 U.S.$1,000,000,000 2.50 per cent. Notes due 2020 on 9 October 2015)

0.875 per cent. Notes due 2018 EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015)

Issue Price for the USD Notes: 100.913 per cent.

Issue Price for the EUR Notes: 100.587 per cent.

Listing Particulars”) are prepared in connection with the issue of US$1,000,000,000 0.875 per cent. notes due 2018 (the “

by China Development Bank Corporation (the “Issuer”).

2016 (“Issue Date”). The USD Notes will be consolidated and form a single series with the 50 per cent Notes due 2020 issued on 9 October 2015 and the EUR Notes will be consolidated and form a single series

with the EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015.and upon certification as to non




Application has been made to the Financial Conduct Authority in its capacity as competent authority (FSMA for the Notes to be admitted to the official list (the “Official List

”) of the London Stock Exchange plc. The2004/39/EC (the Markets in Financial Instruments Directive). This application for listing of the Notes relates to the entire

he laws of the PRC and operates in conformity with its constitution. The Notes conform with the laws of the PRC and are duly authorised according to the requirements of the Issuer’s constitution. All necessary statutory and other


”) and Standard & Poor’s ” to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody’s and S&P is not established in the EU but is certified und

CRA Regulation”).


Joint Lead Managers

KGI Asia CCB

J.P. Morgan


Bank of Communications Co., Ltd. Hong Kong Branch

The date of these Listing


2.50 per cent. Notes due 2020 (to be consolidated and form a single series with the U.S.$1,000,000,000 2.50 per cent. Notes due 2020 on 9 October 2015)

0.875 per cent. Notes due 2018 (to be consolidated and form a singlEUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015)

per cent. plus accrued interest from 9 October 2015

per cent. plus acc

”) are prepared in connection with the issue of US$0.875 per cent. notes due 2018 (the “

The USD Notes will be consolidated and form a single series with the 50 per cent Notes due 2020 issued on 9 October 2015 and the EUR Notes will be consolidated and form a single series

with the EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015.upon certification as to non-U.S. beneficial ownership. P




Application has been made to the Financial Conduct Authority in its capacity as competent authority (Official List”) of the UK Listing Authority and to be admitted to trading on the

”) of the London Stock Exchange plc. The PSM is not a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). This application for listing of the Notes relates to the entire


The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of Uexemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of the Listing Particulars, see “

”) and Standard & Poor’s Ratings Services (“” to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody’s and S&P is not established in the EU but is certified und


Joint Lead Managers with respect to the USD Notes

CCB International

HSBC


Bank of Communications Co., Ltd. Hong

Branch

Deutsche Bank

The date of these Listing Particulars is

CHINA DEVELOPMENT BANK CORPORATION(a joint stock company incorporated under the laws of the People’s Republic of China with limited liability)

(to be consolidated and form a single series with the U.S.$1,000,000,000 2.50 per cent. Notes due 2020 on 9 October 2015)

(to be consolidated and form a singlEUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015)

plus accrued interest from 9 October 2015


”) are prepared in connection with the issue of US$0.875 per cent. notes due 2018 (the “EUR Notes”, together with the USD Notes, the “


with the EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015. The Notes will U.S. beneficial ownership. P



admitted to the Official List. The Issuer accepts responsibility for the information contained in these Listing Particulars. knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information.

Application has been made to the Financial Conduct Authority in its capacity as competent authority (”) of the UK Listing Authority and to be admitted to trading on the

PSM is not a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). This application for listing of the Notes relates to the entire


The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “not be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of Uexemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being

Securities Act. For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of the Listing Particulars, see “Subscription and Sale

Ratings Services (“S&P”) have respectively assigned a rating of “Aa3” ” to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody’s and S&P is not established in the EU but is certified und

Prospective investors should have regard to the factors described under the section headed “Risk Factors

with respect to the USD Notes

ICBC

Mizuho Securities


Deutsche Bank Bank of

Particulars is 29 January

CHINA DEVELOPMENT BANK CORPORATIONs Republic of China with limited liability)

(to be consolidated and form a single series with the U.S.$1,000,000,000 2.50 per cent. Notes due 2020 on 9 October 2015) (the “USD Notes”)

(to be consolidated and form a single series with the EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015) (the “EUR Notes”)


rued interest from 9 October 2015

”) are prepared in connection with the issue of US$1,000,000,000 2.50 per cent. notes due ”, together with the USD Notes, the “


he Notes will however only be so consolidated U.S. beneficial ownership. Pending such



admitted to the Official List. The Issuer accepts responsibility for the information contained in these Listing Particulars. rmation contained in these Listing Particulars

is in accordance with the facts and does not omit anything likely to affect the import of such information.

Application has been made to the Financial Conduct Authority in its capacity as competent authority ( the “UK Listing Authority”) of the UK Listing Authority and to be admitted to trading on the

PSM is not a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). This application for listing of the Notes relates to the entire classes of Notes to be


The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Actnot be offered, sold, pledged or transferred within the United States or to, or for the account or benefit of U .S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being

Securities Act. For a description of these and certain further Subscription and Sale”.

”) have respectively assigned a rating of “Aa3” ” to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody’s and S&P is not established in the EU but is certified und

Risk Factors” in these Listing Particulars.

with respect to the USD Notes

ICBC ABC International

Mizuho Securities Bank of China


Bank of China

29 January 2016.

CHINA DEVELOPMENT BANK CORPORATIONs Republic of China with limited liability)

(to be consolidated and form a single series with the (the “USD Notes”)

e series with the (the “EUR Notes”)


rued interest from 9 October 2015

2.50 per cent. notes due ”, together with the USD Notes, the “Notes


only be so consolidated nosuch consolidation, the

constitute listing particulars for the purposes of complying with Section 74 of the Financial Services and Markets Act 2000 ”). References in these Listing Particulars to Notes being “listed” (and all related references) shall mean that such Notes have been

admitted to the Official List. The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of the rmation contained in these Listing Particulars

UK Listing Authority”) under the ”) of the UK Listing Authority and to be admitted to trading on the

PSM is not a regulated market for the purposes of Directive classes of Notes to be

he laws of the PRC and operates in conformity with its constitution. The Notes conform with the laws of the PRC and are duly authorised according to the requirements of the Issuer’s constitution. All necessary statutory and other consents have

Securities Act”), and may .S. persons, except pursuant to an

exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered only to nonSecurities Act. For a description of these and certain further

”) have respectively assigned a rating of “Aa3” ” to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody’s and S&P is not established in the EU but is certified und

” in these Listing Particulars.

ABC International

Bank of China

Crédit Agricole CIB

(to be consolidated and form a single series with the

e series with the

2.50 per cent. notes due Notes”)


notthe

constitute listing particulars for the purposes of complying with Section 74 of the Financial Services and Markets Act 2000 s have been

To the best of the rmation contained in these Listing Particulars

”) under the ”) of the UK Listing Authority and to be admitted to trading on the

PSM is not a regulated market for the purposes of Directive classes of Notes to be

he laws of the PRC and operates in conformity with its constitution. The Notes conform with the laws of consents have

”), and may .S. persons, except pursuant to an

offered only to non-Securities Act. For a description of these and certain further

”) have respectively assigned a rating of “Aa3” ” to the RMB30,000,000,000 Debt Issuance Programme. Each of Moody’s and S&P is not established in the EU but is certified under

” in these Listing Particulars.

ABC International

Crédit Agricole

IMPORTANT NOTICES

Each series of the Notes will be issued in registered form and represented by a temporary global certificate

which will be registered in the name of a nominee of, and shall be deposited on or about the Issue Date

with, a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A.

(“Clearstream, Luxembourg”). Not earlier than 40 days after the Issue Date and upon certification as to

non-U.S. beneficial ownership., each temporary global certificate shall be exchanged for interests in a

replacement global certificate representing the respective series of Notes, to be registered in the name of a

nominee of, and to be deposited with, a common depositary for Euroclear and Clearstream Luxembourg.

The temporaray global certificates and the replacement global certficates are, together, the “Global

Certificates”. Interests in the Global Certificates will be shown on, and transfers thereof will be effected

only through, records maintained by Euroclear and Clearstream, Luxembourg. Except as described herein,

definitive certificates will not be issued in exchange for interests in the Global Certificates. The Notes

constitute freely transferable securities.

i

TABLE OF CONTENTS

Page No

DOCUMENTS INCORPRATED BY REFERENCE .................................................................................... 1

RISK FACTORS............................................................................................................................................ 2

USE OF PROCEEDS..................................................................................................................................... 2

AMENDMENTS AND UPDATES TO THE OFFERING CIRCULAR....................................................... 2

INFORMATION RELATING TO THE NOTES .......................................................................................... 5

PRICING SUPPLEMENT ............................................................................................................................. 6

PRICING SUPPLEMENT ........................................................................................................................... 10

SUBSCRIPTION AND SALE ..................................................................................................................... 14

GENERAL INFORMATION....................................................................................................................... 16

1

DOCUMENTS INCORPRATED BY REFERENCE

These Listing Particulars should be read and construed in conjunction with (i) the audited consolidated financial

statements of the Issuer as at and for the year ended 31 December 2013 (the “2013 Annual Report”), audited by

Deloitte Touche Tohmatsu CPA LLP, together with the audit report thereon (which appear at pages 140 to 194

(inclusive) of the 2013 Annual Report), (ii) the Issuer’s Listing Particulars dated 30 September 2015 (the “2015

Listing Particulars”), both have been previously published and filed with the FCA. Such documents shall be

incorporated in, and form part of, these Listing Particulars, save that any statement contained in a document

which is incorporated by reference herein shall be modified or superseded for the purpose of the Listing

Particulars to the extent that a statement contained herein modifies or supersedes such earlier statement (whether

expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so

modified or superseded, constitute a part of these Listing Particulars. Those parts of the documents incorporated

by reference in these Listing Particulars which are not specifically incorporated by reference in these Listing

Particulars are either not relevant for prospective investors in the Notes or the relevant information is included

elsewhere in these Listing Particulars. For the avoidance of doubt, any documents themselves incorporated by

reference in the documents incorporated by reference in these Listing Particulars shall not form part of these

Listing Particulars.

Copies of all such documents which are incorporated by reference in, and to form part of, these Listing

Particulars will be available free of charge during usual business hours on any weekday (Saturdays and public

holidays excepted) at the registered office of the Fiscal Agent and Paying Agent at 20 Pedder Street, Central,

Hong Kong SAR. The 2015 Listing Particulars is available free of charge at the following website:

http://www.rns-pdf.londonstockexchange.com/rns/0040B_1-2015-10-1.pdf. The 2013 Annual Report is available

free of charge at the following website: http://www.cdb.com.cn/english/Column.asp?ColumnId=285.

Any documents or information themselves incorporated by reference in, or cross-referred to in, the documents

incorporated by reference in these Listing Particulars shall not form part of these Listing Particulars.

Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are

otherwise covered elsewhere in these Listing Particulars.

2

RISK FACTORS

Please see the risk factors set out in the section entitled “Risk Factors” of the Offering Circular dated 18 September 2015 (set out in Annex A of the 2015 Listing Particulars). The risk factor disclosure encompasses all known material or principal risks relevant to the Issuer and Notes to be issued.

USE OF PROCEEDS

The Issuer intends to use the net proceeds from the sale of the Notes for general corporate purposes.

AMENDMENTS AND UPDATES TO THE OFFERING CIRCULAR

Please note the following updates that should be read in conjunction with the Offering Circular dated 18 September 2015 which is set out in Annex A of the 2015 Listing Particulars (the “Offering Circular”).

I. DESCRIPTION OF THE BANK SECTION

The Bank has opened another representative office in London in October 2015,increasing the number of representive offices of Bank from four to five. Any references in the Offering Circular to the representative offices of the Bank shall mean the five representative offices in Cairo, Moscow, Rio de Janeiro, Caracas and London.

In addition, CDB Development Fund Ltd has become one of the major subsidiaries of the Bank. Any reference to major subsidaries of the Bank in the Offering Circular shall mean CDB Capital, China Development Bank Securities Co., Ltd., CDB Leasing Co., Ltd., China-Africa Development Fund, CDB Development Fund Ltd and 15 village banks.

In particular, please note the following when reading the Offering Circular .

1. The following sentences -

“We are headquartered in Beijing, China and currently have 38 branch offices in China (including one in Hong Kong SAR) and four representative offices in Cairo, Moscow, Rio de Janeiro and Caracas. Our major subsidiaries include China Development Bank Capital Co., Ltd. (‘‘CDB Capital’’), China Development Bank Securities Co., Ltd., CDB Leasing Co., Ltd., China-Africa Development Fund and 15 village banks.”

which is in the sections entitled “Summary of China Development Bank Corporation” (on page A-1 of the 2015 Listing Particulars) and “Description of the Bank – Overview ” (on page A-48 of the 2015 Listing Particulars), shall not be incorporated into these Listing Particulars. Instead, the following applies:

“We are headquartered in Beijing, China and currently have 38 branch offices in China (including one in Hong Kong SAR) and five representative offices in Cairo, Moscow, Rio de Janeiro, Caracas and London. Our major subsidiaries include China Development Bank Capital Co., Ltd. (‘‘CDB Capital’’), China Development Bank Securities Co., Ltd., CDB Leasing Co., Ltd., China-Africa Development Fund, CDB Development Fund Ltd and 15 village banks.”

2. The following sentence -

3

“Day-to-day administration of our lending activities and the monitoring of our loan portfolios are performed by our 38 local branches and four representative offices organised along geographical lines covering the entire nation.”

which is in the section entitled “Description of the Bank – Risk Management -Loan Evaluation and Monitoring” (on page A-61 of the 2015 Listing Particulars), shall not be incorporated into these Listing Particulars. Instead, the following applies:

“Day-to-day administration of our lending activities and the monitoring of our loan portfolios are performed by our 38 local branches and five representative offices organised along geographical lines covering the entire nation.”


“We also have representative offices in Cairo, Moscow, Rio de Janeiro and Caracas.”

which is in the section entitled “Description of the Bank-Subsidiaries, Branches and Representative Offices” (on page A-66 of the 2015 Listing Particulars), shall not be incorporated into these Listing Particulars.Instead, the following applies:

“We also have representative offices in Cairo, Moscow, Rio de Janeiro, Caracas and London.”


“Our major subsidiaries are CDB Capital, China Development Bank Securities Co., Ltd., CDBLeasing Co., Ltd., China-Africa Development Fund and 15 village banks."

which is in the section entitled “Description of the Bank-Subsidiaries, Branches and Representative Offices” (on page A-66 of the 2015 Listing Particulars), shall not be incorporated into these Listing Particulars. Instead, the following applies:

“Our major subsidiaries are CDB Capital, China Development Bank Securities Co., Ltd., CDB

Leasing Co., Ltd., China-Africa Development Fund, CDB Development Fund Ltd and 15 village banks."

II. CORPORATE GOVERNANCE AND MANAGEMENT SECTION

There are the following changes to the senior management team of the Bank since September 2015.

Mr. Li Jiping and Mr. Zhao Xiaoyu are no longer members of the senior management team of the Bank; and

Ms. Ding Xiangqun (born in June 1965) has joined the Bank as a vice president.

1. All biographical information relating to Mr. Li Jiping and Mr. Zhao Xiaoyu in the Offering Circular, not be incorporated into these Listing Particulars. In particular from -

the section entitled “Corporate Governance and Management – Senior Management” (page A-77 of the 2015 Listing Particulars); and

the section entitled “Corporate Governance and Management – Management Biographical Information- Supervisors” (page A-82 of the 2015 Listing Particulars).

2. The following information relating to Ms. Ding Xiangqun shall be incorporated after the informationrelating to Mr. Yuan Li in the table of information for members of the senior management team which is to be found in the section entitled “Corporate Governance and Management – Senior Management” (pages A-77 of the 2015 Listing Particulars)

4

Senior management members Date of Birth Position

Ms. Ding Xiangqun June 1965 Vice President

3. The following information relating to Ms. Ding Xiangqun shall be incorporated after the biographical information of Mr. Yuan Li which is to be found in the section entitled “Corporate Governance and Management – Management Biographical Information- Supervisors” (page A-82 of the 2015 Listing Particulars)

Ms. Ding Xiangqun — vice president. Ms. Ding is our vice president. Ms. Ding served many roles in Bank of China Limited, including as deputy general manager of the Corporate Business Department and Human Resources Department, vice president of the Zhejiang branch and president of the Ningbo branch, and general manager of the Human Resources Department and president of the Corporate Finance Department of its head office. Ms. Ding also worked as deputy general manager of China Taiping Insurance Group Ltd. Ms. Ding received a master’s degree in monetary banking from Renmin University of China.

5

INFORMATION RELATING TO THE NOTES

LISTING

(i) Admission to trading Application has been made by the Issuer (or on its behalf)

for the Notes to be admitted to trading on the Professional

Securities Market of the London Stock Exchange with

effect from 4 February 2016.

(ii) Estimate of total expenses

related to admission to trading:

£7,250

1 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in the Offering Circular under the heading “Subscription and Sale”, so far as the

Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

2 YIELD

Indication of yield: USD Notes: 2.293 per cent.

EUR Notes: 0.653 per cent.

The yield is calculated at the Issue Date on the basis of the

Issue Price. It is not an indication of future yield.

3 GOVERNING LAW The Notes and any non-contractual obligations arising out

of or in connection with them will be governed by, and

shall be construed in accordance with, English law.

Please see “Pricing Supplement – 28 Other terms or

special conditions” for details.

6

PRICING SUPPLEMENT

The section “Pricing Supplement” in the 2015 Listing Particulars shall not be incorporated into these Listing Particulars. Instead, please note the following:

China Development Bank CorporationIssue of US$1,000,000,000 2.50 per cent. Notes due 2020 (the “New USD Notes”) (to be consolidated and form a single series with the U.S.$1,000,000,000 2.50 per cent. Notes due 2020 issued on 9 October 2015)

(the “Original USD Notes”, and together with the New USD Notes, the “USD Notes”)under the RMB30,000,000,000 Debt Issuance Programme

The document constitutes the Pricing Supplement relating to the issue of the USD Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Offering Circular dated 18 September 2015 (set out in Annex A of the 2015 Listing Particulars). This Pricing Supplement contains the final terms of the USD Notes and must be read in conjunction with such Offering Circular.

1 Issuer: China Development Bank Corporation

2 (i) Series Number: 016

(ii) Tranche Number: 002

(iii) Date of Consolidation: 14 March 2016 (40 days after the Issue Date)

(iv) Consolidation Condition Temporary Global Certificate for the New USD Notes (with the temporary ISIN) will be exchangeable on or after the Date of Consolidation, upon certification as to non-U.S. beneficial ownership, for interests in a permanent Global Certificate (with the ISIN of the Original USD Notes).

3 Specified Currency: U.S. Dollar

4 Aggregate Nominal Amount:

(i) Series US$2,000,000,000

(ii) Tranche US$1,000,000,000

5 Issue Price: 100.913 per cent. of the Aggregate Nominal Amount plus accrued interest from 9 October 2015 to, but excluding, the Issue Date

6 (i) Specified Denominations:

US$200,000 and integral multiples of US$1,000 in excess thereof

(ii) Calculation Amount US$1,000

7 (i) Issue Date: 3 February 2016

(ii) Interest Commencement Date:

9 October 2015

8 Maturity Date: 9 October 2020

9 Interest Basis: 2.50 per cent. Fixed Rate (further particulars specified below)

10 Redemption/Payment Basis: Redemption at par

11 Change of Interest or Redemption/Payment Basis:

Not Applicable

12 Put/Call Options: Not Applicable

13 Listing: Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the USD Notes to be admitted to the official list of the UK Listing Authority. Application will be made to the London Stock Exchange

7

plc (the “London Stock Exchange”) for such USD Notes to be admitted to trading on the London Stock Exchange’s Professional Services Market (the “PSM”). The PSM is not a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments

14 Dates of Board and shareholder approvals for the issuance of USD Notes obtained:

Resolutions of the Board of Directors dated 5 May 2015 and 21 September 2015 and Shareholders’ Resolutions dated 28 May 2015 and 1 December 2015, respectively.

15 Method of distribution: Syndicated

Provisions Relating to Interest (If Any) Payable

16 Fixed Rate Note Provisions Applicable

(i) Rate of Interest: 2.50 per cent. per annum payable semi-annually in arrear

(ii) Interest Payment Date(s): 9 October and 9 April in each year

(iii) Fixed Coupon Amount(s): (Applicable to Notes in definitive form)

US$12.5 per Calculation Amount

(iv) Broken Amount: (Applicable to Notes in definitive form)

Not Applicable

(v) Day Count Fraction (Condition 5(h)): 30/360

(vi) Determination Date(s) (Condition 5(h)): Not Applicable

(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:

Not Applicable

17 Floating Rate Note Provisions Not Applicable

18 Zero Coupon Note Provisions Not Applicable

Provisions relating to Redemption

19 Call Option Not Applicable

20 Put Option Not Applicable

21 Final Redemption Amount of each USD Note US$1,000 per Calculation Amount

22 Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

US$1,000 per Calculation Amount

General Provisions Applicable to the Notes

23 Form of USD Notes Registered Notes: Temporary Global Certificate for the New USD Notes, upon certification as to non-U.S. beneficial ownership, together with Global Certificate for the Original USD Notes are exchangeable on or after the Date of Consolidation for a permanent Global Certificate for the USD Notes. Such permanent Global Certificate for the USD Notes is exchangeable for definitive Certificates in the limited circumstances described in the permanent Global Certificate

24 Additional Financial Centre(s) (Condition 7(h)) or other special provisions relating to payment dates:

Hong Kong

8

25 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

No

26 Redenomination, renominalisation and reconventioning provisions:

Not Applicable

27 Consolidation provisions: Condition 13 Applicable

28 Other terms or special conditions: Condition 15(a) is not applicable to the USD Notes and shall be replaced by the following:“The “USD Notes” or “Notes” and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.”The following shall be added after Condition 15 as a new Condition 16: “Contracts (Rights of Third Parties) Act 1999No person shall have any right to enforce any term or condition of the “USD Notes” or “Notes” under the Contracts (Rights of Third Parties) Act 1999.”In respect of the “USD Notes” or “Notes”, the Deed of Covenant dated December 16, 2014 executed by the Issuer and China Development Bank Corporation Hong Kong Branch shall not apply. References to “the Deed of Covenant” in the Conditions shall be construed as references to the Deed of Covenant dated October 9, 2015 as amended and supplemented by the supplemental deed of covenant executed by the Issuer on or about the Issue Date in respect of the Notes only.

Distribution

29 (i) If syndicated, names of Managers: Bank of Communications Co., Ltd. Hong Kong Branch, KGI Asia Limited, CCB International Capital Limited, Industrial and Commercial Bank of China (Asia) Limited, ABCI Securities Company Limited, Standard Chartered Bank, J.P. Morgan Securities plc, The Hongkong and Shanghai Banking Corporation Limited, Mizuho Securities Asia Limited, BOCI Asia Limited and Bank of China (Hong Kong) Limited(together the “Joint Lead Managers”, each a “Joint Lead Manager”)

(ii) Stabilising Manager (if any): Any relevant Manager

30 If non-syndicated, name and address of Dealer: Not Applicable

31 U.S. Selling Restrictions: Reg. S Category 2; TEFRA Not Applicable. However, certification as to non-U.S. beneficial ownership is required when the temporary Global Certificate is exchangeable for interests in a permanent Global Certificate on or after the Date of Consolidation.

32 Additional selling restrictions: Not Applicable

Operational Information

33 Temporary ISIN Code until the consolidation of the New USD Notes with the Original USD Notes:

XS1354573708

ISIN Code from the consolidation of the New USD Notes with the Original USD Notes:

XS1301292261

34 Temporary Common Code until the consolidation of 135457370

9

the New USD Notes with the Original USD Notes:

Common Code from the consolidation of the New USD Notes with the Original USD Notes:

130129226

35 CMU Instrument Number: Not Applicable

36 Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and the CMU Service and the relevant identification number(s):

Not Applicable

37 Delivery: Delivery against payment

38 Additional Paying Agent(s) (if any): Not Applicable

General

39 The aggregate principal amount of Notes issued has been translated into RMB at the rate of RMB6.5797 : USD1.00, producing a sum of (for Notes not denominated in RMB):

RMB6,579,700,000

40 Ratings: Moody’s: Aa3 / S&P: AA-

StabilisationIn connection with this issue, any relevant Joint Lead Manager (the “Stabilising Manager”) (or persons acting on behalf of any Stabilising Manager) may over-allot USD Notes or effect transactions with a view to supporting the market price of the USD Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the USD Notes is made and, if begun, may be discontinued at any time, and must be brought to an end after a limited period.

10

PRICING SUPPLEMENT

China Development Bank CorporationIssue of EUR1,000,000,000 0.875 per cent. Notes due 2018 (the “New EUR Notes”) (to be consolidated and

form a single series with the EUR500,000,000 0.875 per cent. Notes due 2018 issued on 9 October 2015) (the “Original EUR Notes”, and together with the New EUR Notes, (the “EUR Notes”)

under the RMB30,000,000,000 Debt Issuance Programme

The document constitutes the Pricing Supplement relating to the issue of the EUR Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Offering Circular dated 18 September 2015 (set out in Annex A of the 2015 Listing Particulars). This Pricing Supplement contains the final terms of the EUR Notes and must be read in conjunction with such Offering Circular.

1 Issuer: China Development Bank Corporation

2 (i) Series Number: 017

(ii) Tranche Number: 002

(iii) Date of Consolidation: 14 March 2016 (40 days after the Issue Date)

(iv) Consolidation Condition Temporary Global Certificate for the New EUR Notes (with the temporary ISIN) will be exchangeable on or after the Date of Consolidation, upon certification as to non-U.S. beneficial ownership, for interests in a permanent Global Certificate (with the ISIN of the Original EUR Notes).

3 Specified Currency: Euro

4 Aggregate Nominal Amount:

(i) Series EUR1,500,000,000

(ii) Tranche EUR1,000,000,000

5 Issue Price: 100.587 per cent. of the Aggregate Nominal Amount plus accrued interest from 9 October 2015 to, but excluding, the Issue Date

6 (i) Specified Denominations:

EUR100,000 and integral multiples of EUR1,000 in excess thereof

(ii) Calculation Amount EUR1,000

7 (i) Issue Date: 3 February 2016

(ii) Interest Commencement Date:

9 October 2015

8 Maturity Date: 9 October 2018

9 Interest Basis: 0.875 per cent. Fixed Rate (further particulars specified below)

10 Redemption/Payment Basis: Redemption at par

11 Change of Interest or Redemption/Payment Basis:

Not Applicable

12 Put/Call Options: Not Applicable

13 Listing: Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the EUR Notes to be admitted to the official list of the UK Listing Authority. Application will be made to the London Stock Exchange plc (the “London Stock Exchange”) for such EUR Notes to be admitted to trading on the London Stock Exchange’s Professional Services Market (the “PSM”). The PSM is not a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in

11

financial instruments

14 Dates of Board and shareholder approvals for the issuance of EUR Notes obtained:

Resolutions of the Board of Directors dated 5 May 2015 and 21 September 2015 and Shareholders’ Resolutions dated 28 May 2015 and 1 December 2015, respectively

15 Method of distribution: Syndicated

Provisions Relating to Interest (If Any) Payable

16 Fixed Rate Note Provisions Applicable

(i) Rate of Interest: 0.875 per cent. per annum payable annually in arrear

(ii) Interest Payment Date(s): 9 October in each year

(iii) Fixed Coupon Amount(s): (Applicable to Notes in definitive form)

EUR8.75 per Calculation Amount

(iv) Broken Amount: (Applicable to Notes in definitive form) Not Applicable

(v) Day Count Fraction (Condition 5(h)): Actual/Actual-ICMA

(vi) Determination Date(s) (Condition 5(h)): Not Applicable

(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:

Not Applicable

17 Floating Rate Note Provisions Not Applicable

18 Zero Coupon Note Provisions Not Applicable

Provisions relating to Redemption

19 Call Option Not Applicable

20 Put Option Not Applicable

21 Final Redemption Amount of each EUR Note EUR1,000 per Calculation Amount

22 Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

EUR1,000 per Calculation Amount

General Provisions Applicable to the Notes

23 Form of EUR Notes Registered Notes: Temporary Global Certificate for the New EUR Notes, upon certification as to non-U.S. beneficial ownership, together with Global Certificate for the Original EUR Notes are exchangeableon or after the Date of Consolidation for a permanent Global Certificate for the EUR Notes. Such permanent Global Certificate for the EUR Notes is exchangeable for definitive Certificates in the limited circumstances described in the permanent Global Certificate

24 Additional Financial Centre(s) (Condition 7(h)) or other special provisions relating to payment dates:

Hong Kong

25 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

No

26 Redenomination, renominalisation and reconventioning provisions:

Not Applicable

12

27 Consolidation provisions: Condition 13 Applicable

28 Other terms or special conditions: Condition 15(a) is not applicable to the EUR Notes and shall be replaced by the following:

“The “EUR Notes” or “Notes” and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.”

The following shall be added after Condition 15 as a new Condition 16:

“Contracts (Rights of Third Parties) Act 1999No person shall have any right to enforce any term or condition of the “EUR Notes” or “Notes” under the Contracts (Rights of Third Parties) Act 1999.”In respect of the “EUR Notes” or “Notes”, the Deed of Covenant dated December 16, 2014 executed by the Issuer and China Development Bank Corporation Hong Kong Branch shall not apply. References to “the Deed of Covenant” in the Conditions shall be construed as references to the Deed of Covenant dated October 9, 2015 as amended and supplemented by the supplemental deed of covenant executed by the Issuer on or about the Issue Date in respect of the Notes only.

Distribution

29 (i) If syndicated, names of Managers: ICBC International Securities Limited, China Construction Bank (Europe) S.A., Bank of Communications Co., Ltd. Hong Kong Branch, Deutsche Bank AG, London Branch, Bank of China (Hong Kong) Limited, BOCI Asia Limited and Crédit Agricole Corporate and Investment Bank (together the “Joint Lead Managers”, each a “Joint Lead Manager”)

(ii) Stabilising Manager (if any): Any relevant Manager

30 If non-syndicated, name and address of Dealer: Not Applicable

31 U.S. Selling Restrictions: Reg. S Category 2; TEFRA Not Applicable. However, certification as to non-U.S. beneficial ownership is required when the temporary Global Certificate is exchangeable for interests in a permanent Global Certificate on or after the Date of Consolidation.

32 Additional selling restrictions: Not Applicable

13

Operational Information

33 Temporary ISIN Code until the consolidation of the New EUR Notes with the Original EUR Notes:

XS1354592591

ISIN Code from the consolidation of the New EUR Notes with the Original EUR Notes:

XS1301300114

34 Temporary Common Code until the consolidation of the New EUR Notes with the Original EUR Notes:

135459259

Common Code from the consolidation of the New EUR Notes with the Original EUR Notes:

130130011

35 CMU Instrument Number: Not Applicable

36 Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and the CMU Service and the relevant identification number(s):

Not Applicable

37 Delivery: Delivery against payment

38 Additional Paying Agent(s) (if any): Not Applicable

General

39 The aggregate principal amount of Notes issued has been translated into RMB at the rate of RMB7.1224 : EUR1.00, producing a sum of (for Notes not denominated in RMB):

RMB7,122,400,000

40 Ratings: Moody’s: Aa3 / S&P: AA-

StabilisationIn connection with this issue, any relevant Joint Lead Manager (the “Stabilising Manager”) (or persons acting on behalf of any Stabilising Manager) may over-allot EUR Notes or effect transactions with a view to supporting the market price of the EUR Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the EUR Notes is made and, if begun, may be discontinued at any time, and must be brought to an end after a limited period.

14

SUBSCRIPTION AND SALE

We have entered into a subscription agreement with the Joint Lead Managers with respect to the USD Notes dated 27 January 2016 in relation to the USD Notes and another subscription agreement with the Joint Lead Managers with respect to the EUR Notes dated 27 January 2016 in relation to the EUR Notes (each, a “Subscription Agreement”, as may be supplemented from time to time). Pursuant to the Subscription Agreement for each series of Notes, subject to certain conditions contained therein, we have agreed to sell to the Joint Lead Managers and each of the Joint Lead Managers has severally and not jointly agreed to subscribe for the aggregate principal amount of the Notes set forth in the Subscription Agreement.

Each Subscription Agreement provides that we will indemnify the Joint Lead Managers for the relevant series against certain liabilities in connection with any loss arising out of any misrepresentation made in these Listing Particulars. The Subscription Agreement provides that the obligations of the Joint Lead Managers to pay for and accept delivery of the Notes are subject to certain conditions precedent.

In connection with the offering of each series of Notes, the Joint Lead Managers may engage in overallotment, stabilising transactions and syndicate covering transactions. Overallotment involves sales in excess of the offering size, which creates a short position for the Joint Lead Managers. Stabilising transactions involve bids to purchase the Notes in the open market for the purpose of pegging, fixing or maintaining the price of the Notes. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Stabilising transactions and syndicate covering transactions may cause the price of a series of the Notes to be higher than it would otherwise be in the absence of those transactions. If the Joint Lead Managers engage in stabilising or syndicate covering transactions, they may discontinue them at any time.

The Joint Lead Managers and certain of their affiliates may have performed certain investment banking and advisory services for us and/or our affiliates from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services for us and/or our affiliates in the ordinary course of their business. The Joint Lead Managers or certain of their affiliates may purchase the Notes and be allocated the Notes for asset management and/or proprietary purposes but not with a view to distribution.

The Joint Lead Managers or their respective affiliates may purchase the Notes for its or their own account and enter into transactions, including credit derivatives, such as asset swaps, repackaging and credit default swaps relating to the Notes and/or other securities of ours and/or our subsidiaries or associates at the same time as the offer and sale of the Notes or in secondary market transactions. Such transactions would be carried out as bilateral trades with selected counterparties and separately from any existing sale or resale of the Notes to which these Listing Particulars relate (notwithstanding that such selected counterparties may also be purchasers of the Notes).

General

The distribution of this document or any offering material and the offering, sale or delivery of the Notes is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this document or any offering material are advised to consult with their own legal advisors as to what restrictions may be applicable to them and to observe such restrictions. This document may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorized.

No action has been or will be taken in any jurisdiction by us or the Joint Lead Managers that would, or is intended to, permit the public offering of the Notes, or possession or distribution of this document, any amendment or supplement thereto or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required, except to the extent provided in the following paragraph. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this document nor any other offering material or advertisements in connection with the Notes may be distributed or published, by us or any Joint Lead Manager, in or from any country or jurisdiction, except in circumstances which will result in

15

compliance with all applicable rules and regulations of any such country or jurisdiction and will not impose any obligations on us or any Joint Lead Manager.

Each Joint Lead Manager has given the representations and warranties on the selling restrictions below in respect of the Notes for which it has entered into the relevant Subscription Agreement.

United States

Please refer to the paragraphs headed “United States” under the section entitled “Subcription and Sale” on page A-96 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars).

The People’s Republic of China

Please refer to the paragraph headed “The People’s Republic of China” under the section entitled “Subcription and Sale” on page A-97 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars).

United Kingdom

Please refer to the paragraphs headed “United Kingdom” under the section entitled “Subcription and Sale” on page A-98 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars).

Singapore

Please refer to the paragraphs headed “Singapore” under the section entitled “Subcription and Sale” on page A-99 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars).

Hong Kong SAR

Please refer to the paragraphs headed “Hong Kong SAR” under the section entitled “Subcription and Sale” on page A-96 of the Offering Circular (set out in Annex A of the 2015 Listing Particulars).

16

GENERAL INFORMATION

The section entitled “General Information” of the 2015 Listing Particulars shall not be incorporated into these Listing Particulars. The following applies:

Authorisation

The issue of the USD Notes and EUR Notes was authorised by resolutions of the board of directors of the Issuerpassed on 5 May 2015 and 21 September 2015 and resolutions of the shareholders passed on 28 May 2015 and 1 December 2015. The Issuer has obtained or will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of both series of the Notes.

Legal and Arbitration Proceedings

There are no governmental, legal or arbitration proceedings, (including any such proceedings which are pending or threatened, of which the Issuer is aware), which may have, or have had during the 12 months prior to the date of these Listing Particulars, a significant effect on the financial position or profitability of the Issuer and its subsidiaries.

Significant/Material Change

Since 31 December 2014, there has been no material adverse change in the financial position or prospects of the Issuer and, saved for a US$48 billion capital contribution to the Issuer on 15 July 2015, as disclosed on page A-37 of the Offerirng Circular (set out in Annex A of the 2015 Listing Particulars), there has been no significant change in the financial or trading position or prospects of the Issuer and its subsidiaries.

Auditor

The Issuer’s audited consolidated financial statements as at and for the years ended 31 December 2013 and 31 December 2014 have been audited by Deloitte Touche Tohmatsu CPA LLP of 30th Floor, Bund Center, 222 Yan An Road East, Shanghai 200002, People’s Republic of China, as stated in its report appearing herein.

Documents on Display

Copies of the following documents may be inspected during normal business hours on any weekday (Saturday’s and public holidays excepted) at the registered office of the Fiscal Agent and Paying Agent at 20 Pedder Street, Central, Hong Kong SAR for so long as the Notes are outstanding:

(i) the memorandum and articles of association of the Issuer;

(ii) the audited consolidated financial statements of the Issuer for the financial years ended

31 December 2013 and 31 December 2014;

(iii) copies of the latest annual report and audited annual consolidated financial statements of the

Issuer;

(iv) a copy of the 2015 Listing Particulars;

(v) a copy of these Listing Particulars;

(vi) a copy of the agency agreement (including relevant amendments and supplements thereto); and

(vii) a copy of the deed of covenant (including relevant amendments and supplements thereto).

THE BANK

China Development Bank Corporation18 Fuxingmennei Street

Xicheng DistrictBeijing 100031

People’s Republic of China

FISCAL AGENT, PAYING AGENT, TRANSFER AGENT,CALCULATION AGENT, REGISTRAR AND CMU LODGING AGENT

Bank of Communications Co., Ltd. Hong Kong Branch20 Pedder Street

CentralHong Kong SAR

LEGAL ADVISERS TO THE BANK AND THE HONG KONG BRANCH

as to Hong Kong SAR law as to PRC law

Linklaters10th Floor

Alexandra HouseChater Road

CentralHong Kong SAR

Legal Department of China DevelopmentBank Corporation

18 Fuxingmennei StreetXicheng DistrictBeijing 100031


LEGAL ADVISERS TO DEALERS

as to Hong Kong SAR law as to PRC law

Clifford Chance27th Floor

Jardine HouseOne Connaught Place

Hong Kong SAR

King & Wood Mallesons17th Floor, One ICC Shanghai ICC

999 Huai Hai Road (M)Shanghai 200031


AUDITOR

Deloitte Touche Tohmatsu CPA LLP30th Floor

Bund Center222 Yan An Road East

Shanghai 200002People’s Republic of China