Recently China Construction Bank Corporation (“the corporation”) held the 2004 shareholders’ meeting in Shanghai which was attended by representatives of its five shareholders including the Central Huijin Investment Company, China Jianyin Investment Limited, State Grid, Shanghai Bao Steel (Group) Co., Ltd. and China Yangtze Power Co., Ltd., all the members of its Board of Directors (BOD) and Board of Supervisors (BOS), secretary of the BOD and representatives of the regulatory authorities and intermediary organizations. At the meeting participants discussed the work reports of the BOD and the BOS, passed the 2004 financial statements and profit distribution plan, the annual report and the 2005 budget plan and deliberated on the topics including the revision of the Articles of Association and the appointment of accounting firm for the year 2005.

At the meeting it is noted that since the establishment of China Construction Bank Corporation in September last year, the corporation’s BOD, senior management and BOS have faithfully implemented the central government’s arrangement on the shareholding reform of state-owned commercial banks, carefully executed the decisions of the shareholders’ meeting, accelerated the institutional reform and transformation, established the new corporate governance structure composed of the shareholders’ meeting, the BOD, the management and the BOS, formulated the corporate governance documents based on the Articles of Association, basically developed the governance structure of check and balance among the authority body, decision-making body, operational body and supervisory body and made their due efforts to speed up the shareholding reform, implement the development strategies, strengthen risk management, improve asset quality, stimulate business innovation, improve customer services and raise business performance. In 2004, the overall business performance of the corporation was sound, its asset and liability business grew steadily, asset quality was improved greatly, profit was increased considerably and major financial indexes grew continuously, meeting the requirements of the China Banking Regulatory Commission (CBRC) on the shareholding reform of CCB and creating values for the shareholders. The meeting fully recognizes the work of the BOD and the BOS since their establishment and expresses satisfaction at the diligence of and faithful fulfillment of duties by the corporation’s management and employees.

At the meeting it is stressed that since the corporate governance structure is newly established the functions of the BOD, the senior management and the BOS have yet to be clearly defined and the coordination, support and supervision mechanisms to be strengthened. The risk management and internal control capacities of the corporation need to be reinforced and all of its business units and employees should further build the “customer-tailored and market-oriented” operational philosophy of commercial bank. The organizational structure, service strategies, product innovation, process design and technological support of the corporation should be further consolidated in a bid to better meet the needs of development and cope with the competition.

The participants make it clear that 2005 is a critical year for advancing the shareholding reform, trying to launch the IPO and accelerating the implementation of the new development strategies and business growth. The meeting requires the BOD, the senior management and the BOS coordinate closely and work jointly to realize the annual business objectives and create sound return for the shareholders as required by the shareholding reform and development strategies. Efforts should be made to improve the corporate governance structure, establish and improve the institutional systems in compliance with the modern corporate governance, reinforce the risk management and internal control and set up the accountability and incentive systems for the senior executives. In 2005 the risk management will give top priority to continuing to enhance the asset quality and preventing the operational risks, and the risk system reform and internal control system construction will be sped up. With focus on customers and guided by the market, the product and service innovation will be accelerated and tangible efforts will be made to raise the quality of differentiated services, enhance the core competitiveness, push for the steady implementation of the operational plan and realize the operational objectives. Meanwhile, the strategic investors will be introduced, the information disclosure system will be improved, the investor relations management will be enhanced and preparations will be accelerated to try to realize the objective of IPO by the end of the year.

Prior to the shareholders’ meeting, the first BOD of the corporation held the 9th meeting and carefully discussed the revision of the Articles of Association, the appointment of the accounting firm for 2005 and other topics.