CNR [CHINA METRO-RURAL] F-3:
[] [6 November 2012 Matter No.:894384 Doc Ref: AC/al/2003212v3 Tel. No.: 852 2842 9531 E-mail: Anna.Chong@conyersdill.com China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon Hong Kong Attention : The Directors Dear Sirs, Re: China Metro-Rural Holdings Limited (the Company) Commission Registration Statement Securities Act Ordinary Shares Convertible Bonds For the purposes of] [th October 2012 Dated 15 China Metro-Rural Limited (Vendor) and Tieling North Asia Development Co., Ltd (Tieling Company) and Run Xing Investments Limited (Company A) and Honour Noble Holdings Limited (Company B) (Company A and Company B collectively as Purchasers) and Mr. Su Shaobin and Qiqihar China Focus City Holdings (Group) Co. Ltd (Target Company B) Agreement for Sale and] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated July 16, 2012 relating to the financial statements, which appears in China Metro-Rural Holdings Limiteds Annual Report on Form 20-F for the year ended March 31, 2012. We also consent to the reference to]