[Entry into Related Party Loan Agreements On August 4, 2015, the Company entered into a HK$ loan agreement with one of its major shareholders, under which the major shareholder extended an amount of HK$55,000,000 to the Company. The term of this loan is from August 4, 2015 to August 3, 2017. This loan was obtained by the Company in order]
[(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 issuers classes of capital or common stock as of the close of the Period covered by the Annual Report. As of March 31, 2015 there] [Loan Contract Shenzhen Northeast Logistics City Co., Ltd. Party A (The Borrower): Party B (The Lender): The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: Renminbi Thirty Million (Word) RMB30,000,000 (Number) Section 2 Loan Tenure 24 April 2, 2014 April] [Loan Contract Shenzhen Northeast Logistics City Co., Ltd. Party A (The Borrower): Party B (The Lender): The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: Renminbi Twenty Eight Million Eighty Thousand (Word) RMB28,800,000 (Number) Section 2 Loan Tenure 24 April] [Loan Contract Shenzhen Northeast Logistics City Co., Ltd. Party A (The Borrower): Party B (The Lender): [ The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: Renminbi Thirty Five Million (Word) RMB35,000,000 (Number) Section 2 Loan Tenure 24 April 4,] [th 8 THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) WHEREAS :- Forty-five Million Hong Kong Dollars only April 8, 2014 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of NOW IT IS HEREBY] [Loan Contract Shenzhen Northeast Logistics City Co., Ltd. Party A (The Borrower): The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: (Word) Renminbi Thirty Five Million RMB35,000,000 (Number) Section 2 Loan Tenure 24 April 10, 2014 April 9, 2016 Loan] [ICBC Fixed Asset Loan Contract Contract Number: ICBC Zhoukou Dong Cheng Branch The Lender: China Glorious City Investments (Zhoukou) Co., Ltd. The Borrower: 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 China Glorious] [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) Ten Million (In numbers) 10,000,000] [BOC International (China) Limited Bank of China Entrusted Debt Investment Agreement Contract Number: The Principal: BOC International (China) Limited (As Manager of BOC International (China) Bank of China No. 1 Directed Asset Management Scheme) Legal Representative: Address: The Trustee: Bank of China, Henan Province Branch Legal Representative: Address: The Borrower: China Glorious City Investments (Zhoukou) Co., Ltd. Legal Representative:] [Tieling Xinxing Village Bank Working Capital Loan Contract Contract Number: Loan Contract Tieling Shengtai Hotel Co., Ltd. The Borrower: Tieling Xinxing Village Bank The Lender: 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.] [th 7 THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) WHEREAS :- Thirty-five Million Hong Kong Dollars only August 7, 2014 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of NOW IT IS HEREBY] [th 19 THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) Cheng Chung Hing WHEREAS :- Thirty Million Hong Kong Dollars only September 19, 2014 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of NOW] [22nd September, Two Thousand and Fourteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) Cheng Chung Hing WHEREAS :- Thirty-five Million Hong Kong Dollars only September 22, 2014 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance] [th 11 THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) WHEREAS :- 13 Million Hong Kong Dollars only February 11, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of NOW IT IS HEREBY] [Bank of Tieling Fixed Asset Loan Contract Contract Number: Loan Contract China Northeast Logistics City Co., Ltd. The Borrower: Bank of Tieling , Development Zone Branch The Lender: 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] [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 Vehicle] [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. July 31, 2015 Sio Kam Seng Chief Executive Officer and Acting Chief Financial Officer EX-13.1 18 d49158dex131.htm EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-184774) of China Metro-Rural Holdings Limited of our report dated July 31, 2015 relating to the financial statements, which appears in this Form 20-F. Hong Kong July 31, 2015 EX-15.1 19 d49158dex151.htm EX-15.1] [CONSENT OF VALUATION FIRM We hereby consent to the use of the information contained in our reports, dated as of 24 July 2015, relating to valuations of certain investment properties and self-used properties of the Company in your annual report. Hong Kong July 31, 2015 EX-15.2 20 d49158dex152.htm EX-15.2] [CONSENT OF INDEPENDENT VALUER Hong Kong July 31, 2015 EX-15.3 21 d49158dex153.htm EX-15.3]
[(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 issuers classes of capital or common stock as of the close of the Period covered by the Annual Report. As of March 31, 2015 there] [Loan Contract Shenzhen Northeast Logistics City Co., Ltd. Party A (The Borrower): Party B (The Lender): The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: Renminbi Thirty Million (Word) RMB30,000,000 (Number) Section 2 Loan Tenure 24 April 2, 2014 April] [Loan Contract Shenzhen Northeast Logistics City Co., Ltd. Party A (The Borrower): Party B (The Lender): The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: Renminbi Twenty Eight Million Eighty Thousand (Word) RMB28,800,000 (Number) Section 2 Loan Tenure 24 April] [Loan Contract Shenzhen Northeast Logistics City Co., Ltd. Party A (The Borrower): Party B (The Lender): [ The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: Renminbi Thirty Five Million (Word) RMB35,000,000 (Number) Section 2 Loan Tenure 24 April 4,] [th 8 THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) WHEREAS :- Forty-five Million Hong Kong Dollars only April 8, 2014 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of NOW IT IS HEREBY] [Loan Contract Shenzhen Northeast Logistics City Co., Ltd. Party A (The Borrower): The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: (Word) Renminbi Thirty Five Million RMB35,000,000 (Number) Section 2 Loan Tenure 24 April 10, 2014 April 9, 2016 Loan] [ICBC Fixed Asset Loan Contract Contract Number: ICBC Zhoukou Dong Cheng Branch The Lender: China Glorious City Investments (Zhoukou) Co., Ltd. The Borrower: 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 China Glorious] [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) Ten Million (In numbers) 10,000,000] [BOC International (China) Limited Bank of China Entrusted Debt Investment Agreement Contract Number: The Principal: BOC International (China) Limited (As Manager of BOC International (China) Bank of China No. 1 Directed Asset Management Scheme) Legal Representative: Address: The Trustee: Bank of China, Henan Province Branch Legal Representative: Address: The Borrower: China Glorious City Investments (Zhoukou) Co., Ltd. Legal Representative:] [Tieling Xinxing Village Bank Working Capital Loan Contract Contract Number: Loan Contract Tieling Shengtai Hotel Co., Ltd. The Borrower: Tieling Xinxing Village Bank The Lender: 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.] [th 7 THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) WHEREAS :- Thirty-five Million Hong Kong Dollars only August 7, 2014 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of NOW IT IS HEREBY] [th 19 THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) Cheng Chung Hing WHEREAS :- Thirty Million Hong Kong Dollars only September 19, 2014 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of NOW] [22nd September, Two Thousand and Fourteen THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) Cheng Chung Hing WHEREAS :- Thirty-five Million Hong Kong Dollars only September 22, 2014 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance] [th 11 THIS LOAN AGREEMENT made this BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( (II) WHEREAS :- 13 Million Hong Kong Dollars only February 11, 2015 The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of NOW IT IS HEREBY] [Bank of Tieling Fixed Asset Loan Contract Contract Number: Loan Contract China Northeast Logistics City Co., Ltd. The Borrower: Bank of Tieling , Development Zone Branch The Lender: 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] [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 Vehicle] [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. July 31, 2015 Sio Kam Seng Chief Executive Officer and Acting Chief Financial Officer EX-13.1 18 d49158dex131.htm EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-184774) of China Metro-Rural Holdings Limited of our report dated July 31, 2015 relating to the financial statements, which appears in this Form 20-F. Hong Kong July 31, 2015 EX-15.1 19 d49158dex151.htm EX-15.1] [CONSENT OF VALUATION FIRM We hereby consent to the use of the information contained in our reports, dated as of 24 July 2015, relating to valuations of certain investment properties and self-used properties of the Company in your annual report. Hong Kong July 31, 2015 EX-15.2 20 d49158dex152.htm EX-15.2] [CONSENT OF INDEPENDENT VALUER Hong Kong July 31, 2015 EX-15.3 21 d49158dex153.htm EX-15.3]
[China Metro-Rural Holdings Limited CNR Files Form 20-F and Letter from the Chairman Dear Shareholders, Thank you for your continued support. Due to the hard work of our management and staff, and their vigorous efforts handling challenges that have risen during this time, we have completed the fiscal year ended March 31, 2015. The global economy was affected by the] [CHINA METRO-RURAL HOLDINGS LIMITED By Sio Kam Seng Executive Director and Chairman of the Board and Chief Executive Officer Description 99.1 Press release announcing the filing of Annual Report on Form 20-F and letter to shareholders, dated July 31, 2015. 6-K 1 d76775d6k.htm 6-K]
[China Metro-Rural Holdings Limited CNR Files Form 20-F and Letter from the Chairman Dear Shareholders, Thank you for your continued support. Due to the hard work of our management and staff, and their vigorous efforts handling challenges that have risen during this time, we have completed the fiscal year ended March 31, 2015. The global economy was affected by the] [CHINA METRO-RURAL HOLDINGS LIMITED By Sio Kam Seng Executive Director and Chairman of the Board and Chief Executive Officer Description 99.1 Press release announcing the filing of Annual Report on Form 20-F and letter to shareholders, dated July 31, 2015. 6-K 1 d76775d6k.htm 6-K]
[CHINA METRO-RURAL HOLDINGS LIMITED By]
[CHINA METRO-RURAL HOLDINGS LIMITED By]
[CUSIP No. G3163G104 13G Page 2 of 5 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lin Xianfu 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) ¨ ¨ (a) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong residence NUMBER OF SHARES BENEFICIALLY OWNED BY EACH]
[CUSIP No. G3163G104 13G Page 2 of 5 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lin Xianfu 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) ¨ ¨ (a) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong residence NUMBER OF SHARES BENEFICIALLY OWNED BY EACH]
[Entry into Related Party Loan Agreements On April 1, 2015, the Company entered into an HK$ 45,000,000 loan contract with one of its major shareholders Mr. Cheng Chung Hing, Ricky (the Major Shareholder), under which the Major Shareholder extended an amount of HK$45,000,000 to the Company. The term of this loan is from April 1, 2015 to March 31, 2017.]
