[China Metro-Rural Holdings Limited CNR Announces Closing of Units Offering CNR intends to use the proceeds of the offering for the acquisition of land use rights for China Northeast Logistics City – Dezhou, additional capital for Phase II construction of China Northeast Logistics City – Tieling and for general corporate purposes. Maxim Group LLC acted as the sole underwriter of] [CHINA METRO-RURAL HOLDINGS LIMITED By]

[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]

[China Metro-Rural Holdings Limited CNR Announces Pricing of Units Offering • • If for the fiscal year ended March 31, 2012 the Company’s adjusted EBITDA: ¡ ¡ ¡ The Company has granted the underwriter an option for 45 days to purchase up to an additional 227,696 units. The offering is subject to customary closing conditions and is expected to close] [CHINA METRO-RURAL HOLDINGS LIMITED By Sio Kam Seng]