[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 /]