[(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, 2016 there] [1st April, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS Forty-five Million Hong Kong Dollars only April 1, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender] [ICBC Working Capital Loan Contract Contract Number: The Lender: ICBC Hengyang Hua Xin Branch The Borrower: China Glorious City (Hengyang) Co., Ltd. This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation. Part I: Basic Agreement 1. Use of Loan Proceeds The Loan under] [Bank of China Working Capital Loan Contract China Glorious City Investments (Zhoukou) Co., Ltd. The Borrower: Bank of China, Zhoukou Branch The Lender: The Borrower and the Lender has entered into this contract (this “Contract”) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount RMB Currency type: Loan amount: (In words) One Hundred Million (In numbers)] [4th August, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Fifty-Five Million Hong Kong Dollars only August 4, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the] [3 rd November, Two Thousand and Fifteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA GLORIOUS CITY HOLDINGS LIMITED ( ) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) MR. CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Two Hundred Million Hong Kong Dollars only November 3rd, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed] [20th January, Two Thousand and Sixteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) CHENG CHUNG HING( [ID and address not disclosed] WHEREAS :- Fifty Million Hong Kong Dollars only January 20, 2016 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the] [Bank of China Working Capital Loan Contract China Glorious City (Nanyang) Industries Co., Ltd. The Borrower: Bank of China, Nanyang Branch The Lender: The Borrower and the Lender has entered into this contract (this “Contract”) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount RMB Currency type: Loan amount: (In words) One Hundred Million (In numbers)] [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. Tieling Northeast City Motor] [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] [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. , August 1 Sio Kam Seng Chief Executive Officer and Acting Chief Financial Officer EX-13.1 11 d229586dex131.htm EX-13.1] [CONSENT OF VALUATION FIRM We hereby consent to the use of the information contained in our reports, dated as of July 20, 2016, relating to valuations of the convertible bonds and certain investment properties, respectively, of the Company. Hong Kong August 1, 2016 EX-15.1 12 d229586dex151.htm EX-15.1] [CONSENT OF INDEPENDENT VALUER We hereby consent to the use of the information contained in our reports, dated as of 20 July 2016, relating to valuations of the convertible bonds of China Metro-Rural Holdings Limited in your annual report. Hong Kong August 1, 2016 EX-15.2 13 d229586dex152.htm EX-15.2]