[(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 issuer’s classes of capital or common stock as of the close of the Period covered by the annual report. As of March 31, 2010 there] [TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF China Metro-Rural Holdings Limited (Adopted by way of resolution of members on 19 March 2010) 1. NAME The name of the company is China Metro-Rural Holdings Limited (the “Company”). 2. STATUS The Company is a company limited by shares. The Company was] [TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF CHINA METRO-RURAL HOLDINGS LIMITED (a company limited by shares) (Adopted by way of resolution of members on 19 March 2010) TABLE OF CONTENTS INTERPRETATION 1 1. Definitions 1 SHARES 4 2. Power to Issue Shares 4 3. Power of the Company to] [st day of August, 2009 Dated the 31 MAN SANG INTERNATIONAL LIMITED AND CHENG CHUNG HING SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2 5. REMUNERATION 3 6.] [th day of October, 2009 Dated the 6 MAN SANG INTERNATIONAL LIMITED AND CHENG CHUNG HING SUPPLEMENTAL AGREEMENT TO THE SERVICE AGREEMENT DATED 31 AUGUST 2009 23rd Floor, One Pacific Place 88 Queensway Hong Kong Telephone: (852) 2846-1888 Fax: (852) 2845-0476 th day of October, 2009 BETWEEN: THIS SUPPLEMENTAL AGREEMENT is made on the 6 (1) MAN SANG INTERNATIONAL LIMITED,] [China Metro-Rural Exchange Limited Room 803, 8/F, Tower One, The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong Tel: 852-23179289 Fax: 852-23175372 Confidential Attn: Mr. Sio Kam Seng HKID number: Employment Agreement It has been resolved by the respective boards of directors of the Company and its holding company to appoint you as the Chairman of the Board of Directors] [st day of August, 2009 Dated the 31 MAN SANG INTERNATIONAL LIMITED AND CHENG TAI PO SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2 5. REMUNERATION 3 6.] [RENMINBI-DENOMINATED BORROWING CONTRACT (MEDIUM/LONG TERM) (2009) Zhen Zhong Yin Si Jie 60221 Number: Year China Northeast Logistics City Co., Ltd. The Borrower: 211200400004319 Registration Number: Cheng Chung Hing Legal Representative/Person-in-charge: Level 12, Xinyong Building, 32 Guangyu Street, Yinzhou District, Tieling City Registered Address: 112000 Post Code: Bank of China, Longhua Branch / 814009361608091001 Account and Number with Financial Institution: 0410-6138888] [HSBC Bank (China) Company Limited Shenzhen Branch: 2/F, China Resources Building, 5001 Shennan Road East, Luohu District, Shenzhen (Postal Code: 518010), The People’s Republic of China PRIVATE AND CONFIDENTIAL 19 March 2010 China Northeast Logistics City Co., Ltd. Level 4, Administrative Tower, China Northeast City, Zuanshi Road, Fanhe New District, Tieling City, Liaoning Province. Dear Sirs, Credit Facility: 3-Year Term] [AGREEMENT IN RESPECT OF OPERATING RIGHTS OF THE PROJECT ON LAND PLOTS NUMBERS 112 AND 113 OF “NUMBER 1, REPULSE BAY” PARTY A: CHINA NORTHEAST LOGISTICS CITY CO., LTD. PARTY B: XINCHENG DISTRICT CONSTRUCTION COMMAND BUREAU, TIELING CITY ATTESTING UNIT: PEOPLE’S GOVERNMENT OF TIELING CITY PLACE OF EXECUTION OF AGREEMENT: TIELING CITY, LIAONING PROVINCE 1 AGREEMENT IN RESPECT OF OPERATING] [List of Subsidiaries 1. China Metro-Rural Limited, a Cayman Islands incorporated Company continued into 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 Motor Vehicle Trading Co., Ltd., 8. 4376zone.com Limited] [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, Pak Wai Keung, Martin, 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] [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 9, 2010 Sio Kam Seng Chief Executive Officer EX-13.1 14 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY 18 U.S.C. SECTION 1350] [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 9, 2010 Pak Wai Keung, Martin Chief Financial Officer EX-13.2 15 dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY 18 U.S.C. SECTION 1350] [Letter of Ernst & Young, dated July 9, 2010 with respect to item 16F 9 July 2010 100 F Street N.E. EX-15.1 16 dex151.htm LETTER OF ERNST & YOUNG] [Letter of Grant Thornton, dated July 9, 2010 with respect to item 16F July 9, 2010 Office of the Chief Accountant 100 F Street, NE Re: China Metro-Rural Holdings Limited Dear Sir or Madam: We have read Item 16F of Form 20-F of China Metro-Rural Holdings Limited for the year ended March 31, 2010, and agree with the statements concerning] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 333-165783 We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. Hong Kong July 9, 2010 EX-15.3 18 dex153.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]