[(Title of each class) (Name of each exchange on which registered) Ordinary shares, par value NYSE Amex 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, 2011 there] [Framework Cooperation Agreement for the “Shandong Dezhou China North Commerce, Trade and Logistics City” Project Party A: People’s Government of Dezhou City, Shandong Province Address: Xincheng Complex, 1566 Dongfeng East Road, Dezhou City, Shandong Province Telephone number: (86) 534-2687038 Facsimile number: (86) 534-2687041 Party B: China Metro-Rural Development Limited Address: Room 803, 8/F, Tower 1, The Gateway, 25 Canton Road,] [SPD Bank Working Capital Loan Contract 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 the] [Tieling Commercial Bank Contract Number: Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Tieling Commercial Bank Co., Ltd., Guangxin Branch 2 AUG 2010 Contract Law of the People’s Republic of China, the General Provisions of Loans of the People’s Republic of China Paragraph 1. The Amount, Purpose and Term of the Loan 1.1 Amount of the] [Dated : the 20 th day of December 2010. *************************************************** CHINA METRO-RURAL LIMITED and THIRD PARTY ************************************************* LOAN AGREEMENT ************************************************* THIS LOAN AGREEMENT made this 20 th day of December Two Thousand and Ten. BETWEEN : (I) CHINA METRO - RURAL LIMITED ) CHINA METRO - RURAL HOLDINGS LIMITED ) (II) THIRD PARTY WHEREAS :- The Borrower is desirous of] [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. M.S. Electronic Emporium Limited, a BVI Company] [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 11, 2011 Sio Kam Seng Chief Executive Officer EX-13.1 9 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY SECTION 906] [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 11, 2011 Lee Che Chiu Chief Financial Officer EX-13.2 10 dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY SECTION 906] [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 11, 2011 relating to the financial statements, which appears in this Form 20-F. Hong Kong July 11, 2011]