[Issuer Free Writing Prospectus, Dated May 6, 2011 Relating to the Preliminary Prospectus Supplement Dated May 5, 2011 and Registration Statement No. 333-171825 1,517,978 UNITS China Metro-Rural Holdings Limited May 6, 2011 PRICING TERM SHEET Issuer: China Metro-Rural Holdings Limited. Underwriter: Maxim Group LLC (Maxim) is the Sole Underwriter. Securities: Use of Proceeds: For the acquisition of land use rights]
[China Metro-Rural Holdings Limited CNR Announces Pricing of Units Offering If for the fiscal year ended March 31, 2012 the Companys adjusted EBITDA: ¡ ¡ ¡ The Company has granted the underwriter an option for 45 days to purchase up to an additional 227,696 units. The offering is subject to customary closing conditions and is expected to close] [CHINA METRO-RURAL HOLDINGS LIMITED By Sio Kam Seng]
[China HGS Real Estate, Inc. Nonstatutory Stock Option Agreement 1. Grant of Option th This agreement evidences the grant by China HGS Real Estate, Inc., a Florida corporation (the “Company”), on March __, 2011 2. Vesting Schedule This Option will become exercisable (“vest”) as to 20% of the original number of Shares on the Grant Date and 10% of the] [Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.]
[China HGS Real Estate, Inc. Nonstatutory Stock Option Agreement 1. Grant of Option th This agreement evidences the grant by China HGS Real Estate, Inc., a Florida corporation (the “Company”), on March __, 2011 2. Vesting Schedule This Option will become exercisable (“vest”) as to 20% of the original number of Shares on the Grant Date and 10% of the] [Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.]
[February 25, 2011 IA DGAR V Filing Desk 100 F Street, N.E. Attention: Tom Kluck, Legal Branch Chief Re: China Metro-Rural Holdings Limited Registration Statement on Form F-3 (File No. 333-171825) Acceleration Request Ladies and Gentlemen: Company Registration Statement China Metro-Rural Holdings Limited (the The Company hereby acknowledges that: Commission Staff February 25, 2011 Page 2]
[February 25, 2011 IA DGAR V Filing Desk 100 F Street, N.E. Attention: Tom Kluck, Legal Branch Chief Re: China Metro-Rural Holdings Limited Registration Statement on Form F-3 (File No. 333-171825) Acceleration Request Ladies and Gentlemen: Company Registration Statement China Metro-Rural Holdings Limited (the The Company hereby acknowledges that: Commission Staff February 25, 2011 Page 2]
[[LETTERHEAD OF ORRICK] February 25, 2011 Brett E. Cooper (415) 773-5918 bcooper@orrick.com VIA EDGAR Tom Kluck, Legal Branch Chief Division of Corporation Finance 100 F Street, NE Re: China Metro-Rural Holdings Limited Registration Statement on Form F-3 Filed January 24, 2011 File No. 333-171825 Dear Mr. Kluck: General 1. You do not appear to meet General Instruction I.B.1. of the]
[[LETTERHEAD OF ORRICK] February 25, 2011 Brett E. Cooper (415) 773-5918 bcooper@orrick.com VIA EDGAR Tom Kluck, Legal Branch Chief Division of Corporation Finance 100 F Street, NE Re: China Metro-Rural Holdings Limited Registration Statement on Form F-3 Filed January 24, 2011 File No. 333-171825 Dear Mr. Kluck: General 1. You do not appear to meet General Instruction I.B.1. of the]
