[MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated interim condensed financial statements of China Metro-Rural Holdings Limited, or the Company, and its subsidiaries, or the Group, for the six months ended September 30, 2010 prepared under] [CHINA METRO-RURAL HOLDINGS LIMITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION (UNAUDITED) FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 CHINA METRO-RURAL HOLDINGS LIMITED CONDENSED CONSOLIDATED INCOME STATEMENT For the six months ended September 30, Notes 2010 US$’000 2010 As restated (Note 29) (Note 3(c)(i)) Continuing operation:] [Explanatory Note: On July 28, 2010, the Company announced its decision to distribute its entire equity interest in Man Sang International Limited, or MSIL, to the Company’s shareholders, or the Distribution. In line with the accounting policies of the Company and its subsidiaries, or the Group, the results attributable to MSIL were shown as discontinued operations in the Group’s unaudited]

[Item 3. Key Information Selected Financial Data The acquisition of equity interest of China Metro-Rural Limited has been accounted for as a combination of entities under common control in a manner similar to pooling of interests as both the Company and China Metro-Rural Limited were controlled by Mr. Cheng Chung Hing, Ricky immediately prior to and immediately after the Merger.] [D. Risk Factors Due to the factors set forth below and elsewhere in this report and in other documents we file with or furnish to the SEC, including our 2010 Form 20-F, as well as other variables affecting our operating results and financial condition, past financial performance may not be a reliable indicator of future performance, and historical trends should] [Item 4. Information on the Company History and Development of the Company As a result of the Merger, our principal operating subsidiaries are China Metro-Rural Limited and its subsidiaries as well as Man Sang International Limited and its subsidiaries. 1 EX-99.3 4 dex993.htm REVISED ITEM 4 - INFORMATION ON CHINA-METRO RURAL HOLDINGS] [Item 5. Operating and Financial Review and Prospects MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The Group had three main business segments during the year ended March 31, 2010. 1 Our first business segment is engaged in the development and operations of large scale, integrated agricultural logistics and trade centers in Northeast China, or Agricultural] [Item 10. Additional Information C. Material Contracts On March 19, 2010, one of our subsidiaries, China Northeast Logistics City Co., Ltd., entered into a Credit Facility Letter with HSBC Bank (China) Company Limited Shenzhen Branch, under which HSBC Bank (China) Company Limited Shenzhen Branch offered a three year credit facility to China Northeast Logistics City Co., Ltd up to RMB87,500,000] [Consolidated Financial Statements CHINA METRO-RURAL HOLDINGS LIMITED (Formerly known as Man Sang International (B.V.I.) Limited) as of March 31, 2010 and 2009 and April 1, 2008 and for the years ended March 31, 2010, 2009 and 2008 TABLE OF CONTENTS Page F-3 Consolidated Income Statement for the years ended March 31, 2008, 2009 and 2010 F-4 Consolidated Statement of Comprehensive] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-165783) of China Metro-Rural Holdings Limited of our report dated January 18, 2011 relating to the financial statements of China Metro-Rural Holdings Limited, which appears in this Current Report on Form 6-K. Hong Kong January 18, 2011] [Explanatory Note: On July 28, 2010, the Company announced its decision to distribute its entire equity interest in Man Sang International Limited, or MSIL, to the Company’s shareholders, or Distribution. In line with the accounting policies of the Company and its subsidiaries, or the Group, the results attributable to MSIL were shown as discontinued operations in the Group’s unaudited interim]