[(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, 2013 there] [ICBC/CMB Syndicated Loan Contract Contract Number: China Northeast Logistics City Co., Ltd. Northeast City Central Arcade Project Loan RMB Syndicated Loan Borrower: China Northeast Logistics City Co., Ltd. Lender: ICBC Shenzhen Branch ICBC Liaoning Branch China Merchant Bank June 2012 ICBC/CMB Syndicated Loan Contract Content 1. Definitions 2. Loan Limit 3. Tenure of the Loan 4. Purpose of the Loan] [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 (“ x Blank This Contract is signed as the supplemental financing agreement to the Credit Facility Agreement (hereunder referred to as] [October 15, 2012 CHINA METRO-RURAL LIMITED (Seller) And Tieling North Asia Development Co., Ltd. (Tieling Company) And Run Xing Investments Limited (Company A) and Honour Noble Holdings Limited (Company B) (Collectively referred to as the “Purchasers”) And SU Shaobin And Qiqihar China Focus City Holdings (Group) Co., Ltd. (Target B) Agreement for the Acquisition of (1) China Focus City (H.K.)] [Bank of China Fixed Assets Loan Contract The Borrower: Dezhou Northeast Logistics City Co., Ltd. The Lender: Bank of China, Dezhou Decheng Branch The Borrower and the Lender has entered into this fixed assets contract (this “Contract”) upon mutual agreement. Section 1 Loan Amount RMB Loan amount: (In words) Sixty-Five Million (In numbers) 65,000,000 Section 2 Tenure of the Loan] [ICBC/CMB Syndicated Loan Contract Contract Number: China Northeast Logistics City Co., Ltd. Northeast City Zones F and G Project Loan RMB Syndicated Loan Borrower: China Northeast Logistics City Co., Ltd. Lender: ICBC Shenzhen Branch ICBC Liaoning Branch China Merchant Bank October 2012 ICBC/CMB Syndicated Loan Contract Content 1. Definitions 2. Loan Limit 3. Tenure of the Loan 4. Purpose of] [Tieling Commercial Bank Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Bank of Tieling , Development Zone Branch The Borrower and the Lender and has entered into this Contract relating to grant of the loan to the Borrower, and is agreed by both parties unanimously. Section 1 Terms of the Loan Paragraph 1. Purpose of the] [Dated: 15 th day of March, 2013 ******************************** CHINA METRO-RURAL LIMITED and UNITED SUCCESS DEVELOPMENTS LIMITED ******************************** LOAN AGREEMENT ******************************** 1 THIS LOAN AGREEMENT th day of March, Two Thousand and Thirteen 15 . made this BETWEEN : (I) CHINA METRO - RURAL LIMITED CHINA METRO RURAL HOLDINGS LIMITED (II) UNITED SUCCESS DEVELOPMENTS LIMITED WHEREAS :- Twenty Million Hong Kong] [LIST 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. Shenyang Jiataihe Investments Co., Ltd., 8. Tieling Northeast City] [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 18, 2013 Sio Kam Seng Chief Executive Officer EX-13.1 13 d565422dex131.htm EX-13.1] [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 18, 2013 Lee Che Chiu Chief Financial Officer EX-13.2 14 d565422dex132.htm EX-13.2] [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), Registration Statement on Form F-3 (No. 333-171825) and Registration Statement on Form F-3 (No. 333-184774) of China Metro-Rural Holdings Limited of our report dated July 18, 2013 relating to the financial statements, which appears in this] [CONSENT OF VALUATION FIRM [Letterhead of Intelliwise Financial Engineering Advisory Corp. Ltd.] Yea-Mow Chen, Chairman Intelliwise Financial Engineering Advisory Corp. Ltd. EX-15.2 16 d565422dex152.htm EX-15.2] [CONSENT OF VALUATION FIRM [Letterhead of Savills Valuation and Professional Services Limited] The Board of Directors China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower The Gateway 15 Canton Road Tsimshatsui Kowloon Hong Kong 18 July 2013 Our Ref.: HK/2013/VPS/10103(CL)/AL/NC/fc Dear Sirs, RE: CHINA METRO-RURAL HOLDINGS LIMITED (THE “COMPANY”) We hereby consent to the use of the information contained]