IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES IMPORTANT: You must read the following before continuing. It applies to the Drawdown Offering Circular which follows this page (the "Drawdown Offering Circular"), and you are therefore advised to review this carefully before reading, accessing or making any other use of the Drawdown Offering Circular. In accessing the Drawdown Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION. THE DRAWDOWN OFFERING CIRCULAR MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of Your Representation: In order to be eligible to view the Drawdown Offering Circular or make an investment decision with respect to the securities, investors must be purchasing the securities outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act. By accepting the e-mail and accessing the attached Drawdown Offering Circular, you shall be deemed to have represented to Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch (incorporated in the PRC with limited liability), SPDB International Capital Limited, Shanghai Pudong Development Bank Co., Ltd. Singapore Branch, Bank of China Limited, CCB International Capital Limited, Industrial and Commercial Bank of China Limited London Branch, ING Bank N.V., Singapore Branch, Australia and New Zealand Banking Group Limited, CMB Wing Lung Bank Limited, Bank of Communications Co., Ltd. Hong Kong Branch, a joint stock company incorporated in the People's Republic of China with limited liability and Industrial and Commercial Bank of China (Asia) Limited (collectively, the "Joint Lead Managers"), Shanghai Pudong Development Bank Co., Ltd. (the "Bank") and Shanghai Pudong Development Bank Co., Ltd., London Branch (the "Issuer") (1) that you and any customers you represent are not, and that the electronic mail address that you gave the Issuer and to which this e-mail has been delivered is not, located in the United States and (2) that you consent to delivery of the attached Drawdown Offering Circular and any amendments or supplements thereto by electronic transmission. MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. In addition, in the United Kingdom, the attached document is being distributed only to and is directed only at persons in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply (such persons being referred to as "relevant persons"). Any person who is not a relevant person should not in any way act or rely on the attached document or any of its contents. Any investment activity in the United Kingdom (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which the attached document relates will only be available to, and will only be engaged with, such persons. You are reminded that the Drawdown Offering Circular has been delivered to you on the basis that you are a person into whose possession the Drawdown Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of the Drawdown Offering Circular to any other person. You should not reply by e-mail to this notice, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. The Drawdown Offering Circular does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Joint Lead Manager or any affiliate of such Joint Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager or such affiliate on behalf of the Issuer in such jurisdiction. The Drawdown Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Joint Lead Managers or the Agents (as defined in "Terms and Conditions of the Notes" incorporated by reference in the Drawdown Offering Circular), nor any person who controls any of them, nor any director, officer, employee, nor agent of any of them, or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Drawdown Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. (a joint stock limited company incorporated in the People's Republic of China with limited liability) U.S.$5,000,000,000 Medium Term Note Programme Issue of U.S.$300,000,000 Floating Rate Green Bonds due 2022 by Shanghai Pudong Development Bank Co., Ltd., London Branch This drawdown offering circular (the "Drawdown Offering Circular") (which must, unless otherwise expressly set out herein, be read and construed as one document in conjunction with all documents incorporated by reference herein, including the sections of the offering circular dated 11 October 2019 (the "Offering Circular") relating to the U.S.$5,000,000,000 Medium Term Note Programme (the "Programme") established by Shanghai Pudong Development Bank Co., Ltd. (the "Bank") – see “Documents Incorporated by Reference”) is prepared in connection with the issue of U.S.$300,000,000 Floating Rate Green Bonds due 2022 (the "Notes" or the "Green Bonds") by Shanghai Pudong Development Co., Ltd., London Branch (the "Issuer" or the "London Branch") under the Programme. Terms defined in the Offering Circular have the same meaning when used in this Drawdown Offering Circular. The principal terms of the Notes are set out under the section headed "Issue Terms of the Notes" of this Drawdown Offering Circular. Investing in the Notes involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in the Offering Circular and in this Drawdown Offering Circular and the merits and risks of investing in the Notes in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in the Notes. Investors should not purchase the Notes unless they understand and are able to bear risks associated with the Notes. Prospective investors should have regard to the factors described under the heading "Risk Factors" in each of the Offering Circular and this Drawdown Offering Circular. Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for the Notes to be admitted to trading on the London Stock Exchange's International Securities Market (the "ISM"). The ISM is not a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"). The Green Bonds are also expected to be admitted to the Sustainable Bond Market of the London Stock Exchange.