[(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, 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]