[China Metro-Rural Holdings Limited CNRs Private Placement Arthur Lee, CFO of CNR, notes CNRs ordinary shares were trading on the NYSE Amex at US$1.54 at closing on August 3, 2011 and the share offering price is at a 62.34% premium to that closing price. Arthur explains CNR intends to use the proceeds for the acquisition of land use right for] [CHINA METRO-RURAL HOLDINGS LIMITED By]
[CUSIP No. G3163G104 13G Page x of x Pages]
[CUSIP No. G3163G104 13G Page x of x Pages]
[China Metro-Rural Holdings Limited China Metro-Rural Holdings Limited Annual Review 2011 http://www.chinametrorural.com http://www.sec.gov ir@chinametrorural.com Shareholders may receive a hard copy of the Companys complete audited financial statements for the year ended March 31, 2011 free of charge upon request by contacting the Company via phone at +852-2111 3815 or by e-mail: China Metro-Rural Holdings Limited Annual Review 2011 KEY PERFORMANCE] [CHINA METRO-RURAL HOLDINGS LIMITED By]
[China Metro-Rural Holdings Limited China Metro-Rural Holdings Limited Annual Review 2011 http://www.chinametrorural.com http://www.sec.gov ir@chinametrorural.com Shareholders may receive a hard copy of the Companys complete audited financial statements for the year ended March 31, 2011 free of charge upon request by contacting the Company via phone at +852-2111 3815 or by e-mail: China Metro-Rural Holdings Limited Annual Review 2011 KEY PERFORMANCE] [CHINA METRO-RURAL HOLDINGS LIMITED By]
[China Metro-Rural Holdings Limited CNR Files Form 20-F and Letter from the Chairman Dear Shareholders, Fiscal year 2011 represented a year of solid execution and growth in almost all aspects of the business of CNR. Given our financial performance, agricultural logistics market positioning and very good traction in key growth opportunitiesincluding the expansion of our logistics platform to Dezhou City,] [2 CHINA METRO-RURAL HOLDINGS LIMITED By]
[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 /]
[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 /]
[(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 issuers 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: Peoples 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 Peoples Republic of China, the General Provisions of Loans of the Peoples 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]
[(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 issuers 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: Peoples 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 Peoples Republic of China, the General Provisions of Loans of the Peoples 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]
