[MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated interim condensed financial statements of China Metro-Rural Holdings Limited, or the Company, and its subsidiaries, or the Group, for the six months ended September 30, 2010 prepared under] [CHINA METRO-RURAL HOLDINGS LIMITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION (UNAUDITED) FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 CHINA METRO-RURAL HOLDINGS LIMITED CONDENSED CONSOLIDATED INCOME STATEMENT For the six months ended September 30, Notes 2010 US$’000 2010 As restated (Note 29) (Note 3(c)(i)) Continuing operation:] [Explanatory Note: On July 28, 2010, the Company announced its decision to distribute its entire equity interest in Man Sang International Limited, or MSIL, to the Company’s shareholders, or the Distribution. In line with the accounting policies of the Company and its subsidiaries, or the Group, the results attributable to MSIL were shown as discontinued operations in the Group’s unaudited]

[Attached hereto and incorporated by reference herein is a press release announcing mid-year financial results, dated October 28, 2010. CHINA METRO-RURAL HOLDINGS LIMITED By Sio Kam Seng]