[China Metro-Rural Holdings Limited Dear Shareholder: July 11, 2011 You are cordially invited to join us at the Annual General Meeting of shareholders of China Metro-Rural Holdings Limited, or China Metro, to be held at 10:30 a.m. (Hong Kong time) on August 25, 2011. The Annual General Meeting will be held at China Metro-Rural Holdings Limited, located at Suite 2204,] [CHINA METRO-RURAL HOLDINGS LIMITED 2011 SHARE INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator “ (a) Affiliate “ (b) “ (c) Award “ (d) Board “ (e) Cashless Exercise “ (f) Cause “ (g) Change of Control “ (h) -1- Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its purpose is to (i)] [Attached hereto and incorporated by reference herein is a notice of Annual General Meeting of the shareholders of China Metro-Rural Holdings Limited to be held on August 25, 2011 and the proxy statement related thereto. CHINA METRO-RURAL HOLDINGS LIMITED By S IO AM ENG /]

[China Metro-Rural Holdings Limited CNR Sets 20-F Filing Date ABOUT CHINA METRO-RURAL HOLDINGS LIMITED China Metro-Rural Holdings Limited is one of the leading developers and operators of large scale, integrated agricultural logistics and trade centers in Northeast China that facilitate a relationship between sellers and buyers of agricultural commodities and small appliances, provide relevant physical platform and timely marketing information] [CHINA METRO-RURAL HOLDINGS LIMITED By Sio Kam Seng Executive Director and Vice Chairman of the Board and Chief Executive Officer]

[China Metro-Rural Holdings Limited China Metro Rural Holdings Limited Announces Appointment of President and Chief Financial Officer NEW YORK - (MARKETWIRE) — June 1, 2011 — China Metro-Rural Holdings Limited (NYSE Amex: CNR) is pleased to announce the appointment of Dr. ZHANG Chunting as President and Mr. LEE Che Chiu, Arthur as the Chief Financial Officer of the China Metro-Rural] [CHINA METRO-RURAL HOLDINGS LIMITED By]

[China Metro-Rural Holdings Limited CNR Announces Closing of Units Offering CNR intends to use the proceeds of the offering for the acquisition of land use rights for China Northeast Logistics City – Dezhou, additional capital for Phase II construction of China Northeast Logistics City – Tieling and for general corporate purposes. Maxim Group LLC acted as the sole underwriter of] [CHINA METRO-RURAL HOLDINGS LIMITED By]

[EXECUTION COPY UNDERWRITING AGREEMENT May 6, 2011 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 Ladies and Gentlemen: Company Underwriter Ordinary Shares Firm Unit Firm Units Additional Unit Additional Units Units Securities China Metro-Rural Holdings Limited, a company organized and existing under the laws of British Virgin Islands (the “ Agreement Offering The offering and sale of the] [Agreement Company NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereto agree as follows: Section 1. DTC Section 2. Reliance on Company Statement Section 3. . Indemnification; Limitation of Liability Section 4 Notices Section 5. if to the Company, to: China-Metro Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway,] [11 May 2011 Matter No.: 893667 Doc Ref: AC/al/362631 Tel. No.: 852 2842 9531 E-mail: Anna.Chong@conyersdill.com China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon Hong Kong Attention: The Directors Dear Sirs, Re: China Metro-Rural Holdings Limited (the “Company”) Commission Registration Statement Units Ordinary Shares Securities Act For the purposes of giving] [The closing of the Offering is expected to take place on May 11, 2011, subject to the satisfaction of customary closing conditions. CHINA METRO-RURAL HOLDINGS LIMITED]