2.  Investment Management

l          Base Asset Formation

China Construction Bank (CCB) and China Foreign Economic & Trade Trust & Investment Co., Ltd. (CFETTI) will jointly establish and acquire the beneficiary right of a “Lishui Nancheng Construction Company Limited Loan Fund Trust” with all the subscription monies.  Investors will share earnings and risks in proportion to their respective subscription amounts in this financial product.

l          Operation of the Base Asset

CCB and CFETTI will jointly establish a “Lishui Nancheng Construction Company Limited Loan Fund Trust” with all the subscription monies.  CFETTI will, as the nominal party, extend a trust loan to Lishui Nancheng Construction Company Limited, and will entrust CCB Lishui Branch as the custodian service provider of the trust loan.

l          Participating entities

Principal of Fund Trust: China Construction Bank Corporation (CCB)

Trustee of Fund Trust and Lender of Trust Loan: China Foreign Economic and Trade Trust & Investment Company Limited (CFETTI)

Borrower of Trust Loan: Lishui Nancheng Construction Company Limited

Custodian service provider of trust credit asset: CCB Lishui Branch

3.  Explanation of Earnings

l          The expected earnings mentioned in this Prospectus do not represent the actual earnings obtained by investors upon maturity of the Product, nor do they constitute any promise in earnings of this Product on the part of CCB.

l          Formula for earnings calculation: Earnings for an Investor = investment amount x actual annualised yield x actual days of investment/365

l          Basis for the estimation of the maximum expected yield of this Product: The interest rate charged by CFETTI on the trust loan extended to Lishui Nancheng Construction Company Limited less the relevant tax rate, trust management fee rate, service provider management fee rate and product management fee rate.

l          If the debtor of the base asset, Lishui Nancheng Construction Company Limited, managed to make full and timely interest payments, the maximum expected yield of this Product will be realised.  If there is any default in interest payment, however, the yield of this Product may be lower than the maximum or may even be zero.

4.  Payment of Principal & Earnings

l          The principal of this Product is 100% guaranteed by CCB.

l          The principal and earnings of this product will be paid out in one lump sum on June 24th 2009 (no interest will be accrued between the Maturity Date and the Payment Date); this payment date will be correspondingly postponed if it falls on a statutory holiday.

5.  Risk warnings

Investors subscribing this Product unequivocally know that they may be exposed to the following risks and they are willing to undertake these risks voluntarily:

5.1  Credit risk: Lishui Nancheng Construction Company Limited may default on the payment of trust loan principal and interest.  In such an event, the yield of this Product may be lower than the maximum expected yield and may even be 0.

5.2  Liquidity risk: The fact that investors have no right to terminate in advance would mean that liquidation of the investment is impossible at a time when cash is needed, or that opportunities to participate in other investments are lost, or that the expected yield turns out to be lower than the inflation rate due to a rise in the consumer price index, thus leading to the risk of getting a negative effective yield.

5.3  Market risk: Neither the expected yield nor the actual yield of this Product will change with changes in market interest rates.

5.4  Early termination risk: During the investment period, if the debtor of the base asset, Lishui Nancheng Construction Company Limited, fully repays its loan in advance, or circumstances have arisen that CCB deems it necessary to terminate this Product in advance, CCB will have the right to terminate this Product in advance.  In such situations, investors may be exposed to the risk of not being able to obtain their entitled earnings for the expected duration.

5.5  Policy risk: The risk caused by changes in the relevant laws, rules, regulations and policies and by the promulgation and implementation of emergency measures.

5.6  Other risks: These include risks due to force majeure factors such as natural disasters, financial crisis, wars, etc and risks arising out of technical reasons, e.g. computer system failures, which can cause a delay in the paying out of principal and earnings.  In addition, there is the risk that product information cannot be disclosed on time due to communication failures, system failures and other force majeure factors.

CCB will not undertake the above-mentioned risks nor the responsibilities arising thereof.

6.  Information Disclosure

l          Through its website at www.ccb.com, CCB will issue the following information: Within seven business days of product inception, product termination, distribution of earnings or the occurrence of a major situation affecting the Product, it will issue information regarding the inception, asset situation, earnings situation or termination of the Product.  It will prepare the financial statements, market performance report and/or relevant material of this Product for the previous quarter after the first 15 days of each quarter (postponed correspondingly if it falls on a holiday).  Should CCB decide to exercise its right to terminate the Product in advance, it will have to issue a “Termination Advice” two business days before the day of termination.  Investors are advised to take notice of the above and make timely check at the aforementioned website.

l          Investors agree that CCB uses the aforementioned website for disclosure of information on this Product and that they shall bear all consequences and risks arising out of their not being able to check such information in time (including but not limited to loss of opportunities in the use of funds and in reinvesting for not obtaining such information in time).

l          CCB shall provide investors with account information related to this Product.  Throughout the tenure of this Product, after the seventh business day of each month, personal investors can print out their respective account statement for this Product at the CCB branch in which they have made the subscription of this Product by producing their own identity card and their China Construction Bank Financial Product Subscription Agreement (the identity card of a proxy account enquirer will also have to be produced).  Institutional investors have to produce the institutional stamp corresponding to the transaction account, a valid institutional identity document and the China Construction Bank Financial Product Subscription Agreement.

7.  Special Notes

l          If the total subscription amount does not reach RMB50 million by the end of the subscription period, the “Lishui Nancheng Construction Company Limited Loan Fund Trust” to be invested by this Product will not be viable.  CCB will then refund all paid up subscription funds to the investors within two business days after the expiry of the subscription period.

l          CCB is not responsible for the withholding or payment of any income tax arising from this Product.

l          Upon signing the China Construction Bank Financial Product Subscription Agreement, investors are deemed to have made the following undertakings to CCB: 1. They shall guarantee that the source of their funds is legal; that they are the respective rightful owners of the funds; that the relevant authorisation to invest in this Product has been obtained and that there is no breach of any law, regulation, regulatory stipulations or company rules.  2. They agree that CCB uses the subscription funds of this Product to establish the Lishui Nancheng Construction Company Limited Loan Fund Trust and be the sole beneficiary of this trust.  3. If, by reasons of an investor or investors, CCB has to undertake liability to make compensation to CFETTI or any third party, the investor(s) concerned is (are) willing to undertake corresponding liability to make compensation.

l          Upon signing of the China Construction Bank Financial Product Subscription Agreement, investors are deemed to have agreed that, at the end of the floatation period (ie, June 19th 2008), CCB will have the right to withdraw the subscription principals of the investors from their transaction accounts as specified in the respective China Construction Bank Financial Product Subscription Agreements.

(This Prospectus and the Subscription Agreement must be stamped across with a seal.)

China Construction Bank Corporation

June 6th 2008

Appendix: China Construction Bank’s internal risk grading

1.  This batch of product is a guarantee financial product with variable yield.  Its internal risk grading is two “warning bulbs” (), suggesting that the risk grade is a relatively low one.  This risk grading is the result of CCB’s internal assessment.  Please refer to the following for an interpretation of the assessment result.  This grading is for reference only and does not possess any force of law.

2.  Explanation of the internal risk grading