[(Title of each class) (Name of each exchange on which registered) Ordinary shares, par value NYSE MKT None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the Annual Report. As of March 31, 2012 there] [TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF China Metro-Rural Holdings Limited (a company limited by shares) (Adopted by way of resolution of members on 19 March 2010) INTERPRETATION 1 1. Definitions 1 SHARES 4 2. Power to Issue Shares 4 3. Power of the Company to Purchase its Shares] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ x [Blank] This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [th day of August 2011 Dated the 25 China Metro-Rural Exchange Limited AND Ho Min Sang SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2] [th day of August 2011 Dated the 25 CHINA METRO-RURAL EXCHANGE LIMITED AND SU SHAOBIN ( SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [Xi’an International Trust Co., Ltd. Trust Loan Contract Contract Number: Borrower: China Northeast Logistics City Co, Ltd (the “Borrower”) Address: Legal representative: Cheng Chung Hing Postal code: Telephone No: Bank Name and bank account number: Lender: Xi’an International Trust Co., Ltd. (the “Lender”) Address: Legal representative: Postal code: Telephone No: Fax No.: [Blank] Bank Name and bank account number: Whereas:] [Xi’an International Trust Co., Ltd. Trust Loan Contract Contract Number: Borrower: China North Asia Development Co, Ltd (the “Borrower”) Address: Legal representative: Cheng Chung Hing Postal code: Telephone No: Bank Name and bank account number: Lender: Xi’an International Trust Co., Ltd. (the “Lender”) Address: Legal representative: Postal code: Telephone No: [Blank] Bank Name and bank account number: Whereas: 1. The] [SPD Bank Working Capital Loan Contract Contract Number: The Borrower: China Northeast Logistics City Co., Ltd. The Lender:_Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: ü At the same time, the Borrower and Lender ascertain the following prerequisites (“ þ This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as the] [Dated: the 4 th day of November 2011. ******************************** * CHINA METRO-RURAL LIMITED and THIRD PARTY ******************************** ** LOAN AGREEMENT ******************************** ** 1 THIS LOAN AGREEMENT made this 4 th day of November Two Thousand and Eleven. BETWEEN : (I) CHINA METRO RURAL LIMITED ) CHINA METRO-RURAL HOLDINGS LIMITED ) (II) THIRD PARTY WHEREAS :- HK$25 Million November 8, 2011] [SUBSIDIARIES 1. China Metro-Rural Limited, a Cayman Islands incorporated company continued in BVI 2. China Metro-Rural Exchange Limited, ( 3. China Northeast Logistics City Co., Ltd. , ( 4. Tieling Northeast City Advertising Co., Ltd., ( 5. Tieling North Asia Property Management Co., Ltd., ( 6. Tieling North Asia Development Co., Ltd., ( 7. Shenyang Jiataihe Investments Co., Ltd., (] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Lee Che Chiu, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 16, 2012 Sio Kam Seng Chief Executive Officer EX-13.1 15 d286186dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY 18 U.S.C. SECTION 1350] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. July 16, 2012 Lee Che Chiu Chief Financial Officer EX-13.2 16 d286186dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY 18 U.S.C. SECTION 1350] [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) and Registration Statement on Form F-3 (No. 333-171825) of China Metro-Rural Holdings Limited of our report dated July Hong Kong July EX-15.1 17 d286186dex151.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]