[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]