[China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong INFORMATION STATEMENT Company we us Shareholder Action Merger Agreement Metro-Rural Investment Merger Sub This Information Statement is being furnished to you by China Metro-Rural Holdings Limited, a British Virgin Islands limited liability company (the “ Merger Further, also as a result] [AGREEMENT AND PLAN OF MERGER th This Agreement and Plan of Merger (“Agreement”) is entered into on this 8 (1) China Metro-Rural Holdings Limited, a limited liability company incorporated under the laws of the British Virgin Islands, with its registered office located at Omar Hodge Building, Wickhams Cay I, PO Box 362, Road Town, Tortola, British Virgin Islands and headquarters] [WRITTEN CONSENT AND WAIVER (10% CONVERTIBLE BONDS DUE 2016) Consent and Waiver Bondholder Issuer Party Parties This Written Consent and Waiver (this “ RECITALS Bonds A. The Issuer issued certain 10% Convertible Bonds Due 2016 (the “ B. The Bondholder is the registered holder of (1) US$5,000,000 of the Bonds represented by Certificate number 1 issued on December 20, 2013] [ACTION BY WRITTEN CONSENT OF THE MAJORITY BONDHOLDERS June 7, 2016 Terms and Conditions Bonds Issuer Majority Bondholders 1. Consent To, And Waiver Of Certain Conditions In Connection With, The Merger Of Issuer And The Voluntary Delisting Of Issuer’s Ordinary Shares WHEREAS Merger Agreement Merger Sub Parent Merger Delisting WHEREAS WHEREAS Assumption WHEREAS WHEREAS RESOLVED RESOLVED RESOLVED RESOLVED RESOLVED RESOLVED] [WRITTEN CONSENT AND WAIVER Consent and Waiver Issuer Party Parties This Written Consent and Waiver (this “ RECITALS Merger Agreement Merger Sub Parent Merger Delisting Assumption F. As set forth in the Merger Agreement, attached hereto as NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the Parties hereby agree as follows: AGREEMENT Defined Terms 1.] [WRITTEN CONSENT AND WAIVER (DEED OF UNDERTAKING AND NEGATIVE PLEDGE AGREEMENT) Consent and Waiver Convertible Bondholder Sole Shareholder Investor Former Investor Party Parties This Written Consent and Waiver (this “ RECITALS the Issuer Convertible Bonds A. China Metro-Rural Holdings Limited (“ PAG Bonds Mr. Leung Original Shareholders Deed D. Mr. Leung sold his equity interests in the Convertible Bondholder to] [ACTION BY WRITTEN CONSENT OF THE MAJORITY BONDHOLDERS June 7, 2016 Terms and Conditions Bonds Issuer Majority Bondholders 1. Consent To Issuer’s Consent to the Merger of CNR and Delisting of CNR Shares WHEREAS : CNR WHEREAS : Merger Agreement Merger Sub Parent Merger Delisting WHEREAS : Assumption WHEREAS : RESOLVED : RESOLVED : RESOLVED : RESOLVED : RESOLVED :] []