This article elaborates main points of the execution plan and tendering process of the No.N rail transit PPP project in a Chinese city，as well as the predicaments encountered during the project execution，followed by a detailed analysis of the corresponding reasons，including constrain of land acquisition policies，incapability and inexperience of the investors，financing stress due to low bidding price and noncooperation of the consortium. Finally some lessons are learnt from the project，e.g. bidding price should not be the main bid evaluation criterion，project with much uncertainty should not adopt fix price contract，investor should have engineering management experience，consortium should have good cooperation mechanism etc，which would provide useful references for successful implementation of future rail transit PPP projects.