6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2012

Commission File Number 000-53776

China Metro-Rural Holdings Limited

(Translation of registrant’s name into English)

Suite 2204, 22/F Sun Life Tower,

The Gateway, 15 Canton Road,

Tsimshatsui, Kowloon, Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨             No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    ¨

The information included in the Report on Form 6-K is incorporated by reference into the registration statement on Form F-3

(File No. 333-171825).

China Metro-Rural Holdings Limited

Form 6-K

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are, by their nature, subject to risks and uncertainties. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, including statements regarding industry prospects and future results of operations or financial position, made in this press release are forward-looking.

Words such as “continue”, “consider”, “probably”, “will”, “strive” and similar expressions may identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to: the Company’s future performance, the Company’s expansion efforts, the state of economic conditions, the Company’s market and the governmental policy. These forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes to be appropriate in particular circumstances. However, whether actual results and developments will meet the Company’s expectations and predictions depends on a number of known and unknown risks and uncertainties and other factors, any or all of which could cause actual results, performance or achievements to differ materially from the Company’s expectations, whether expressed or implied by such forward-looking statements.

Issuance of Guaranteed Secured Convertible Bonds

On July 24, 2012, China Metro-Rural Holdings Limited (the “Company”) signed an agreement regarding the proposed issuance of up to US$60,000,000, 14 per cent. guaranteed secured convertible bonds (the “Bonds” or “CBs”) due 2017 convertible into ordinary shares of US$0.001 each in the capital of the Company (“Ordinary Shares”) in a private placement solely to Willis Plus Limited, a BVI company associated with the Company’s Majority Shareholders (as defined below) (the “Investor”) pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder (the “CB Transaction”). Interest is payable on the principal amount of the Bonds semi-annually. The closing is expected to occur on or about mid-August, 2012, subject to the fulfillment of certain conditions precedent. The Bonds are jointly and severally guaranteed by M.S. Electronic Emporium Limited, China Metro-Rural Limited, China Metro-Rural Exchange Limited, China Metro-Rural Development Limited and China Focus City (H.K.) Holdings Limited (the “Subsidiary Guarantors”, being non-PRC subsidiaries of the Issuer) and secured by share pledges over the issued share capital of the Subsidiary Guarantors that are owned by the Company.

All (but not part only) of the principal amount of the CBs will be convertible into Ordinary Shares of the Company at an initial conversion price per Ordinary Share equal to US$1.0811, representing 30% premium over the weighted average price (i.e. all trades) during the past 30 trading days (trade days without volume are excluded). The CBs are not convertible until the one year anniversary of the closing date. Based on such initial conversion price, 55,499,028 of the Company’s Ordinary Shares are issuable upon conversion of the CBs, representing approximately 75.46% of the total issued share capital of the Company and approximately 43.01% of the total issued share capital of the Company as enlarged by such issue and assuming no existing warrants of the Company are exercised and no further issue of shares.

Under the terms of the CBs, the Company undertakes to comply with certain financial covenants and will need to seek consent of holders of CBs in respect of certain corporate activities and major transactions.

Under the terms of the CBs, the Investor has the right to put back the CBs to the Company on the third anniversary of the date of issue of the CBs at an amount equal to 100 percent of the principal amount outstanding of the CBs to be repaid with accrued but unpaid interest and the relevant PIK Payment (as defined below).

On the earlier of the date on which the CBs are put back to the Company, or maturity, the Company shall also pay a premium on the principal amount of the CBs outstanding equal to the aggregate of the following amounts (collectively, the “PIK Payment”):

(a) an amount representing interest accrued through the date ending on the earlier of the anniversary of the issue date of the CBs or the relevant date of redemption or repayment, at the rate of 7 per cent. per annum of the principal amount of the CBs then outstanding, compounded annually (the “PIK Principal Portion”); and

(b) each PIK Principal Portion shall bear interest from the relevant date on which the PIK Principal Portion is first incurred at a rate of 21 per cent. per annum compounding on an annual basis.

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Issuance of Warrants

Simultaneously with the issue of the CBs, the Company will issue to the Investor warrants (the “Warrants”) exercisable to purchase up to 6,000,000 Ordinary Shares of the Company at an initial exercise price of US$1.2973 per Ordinary Share, representing a 20% premium over the initial conversion price of the CBs, exercisable for the four (4) year period following the first anniversary of the date of issue of the CBs (the “Warrant Transaction”). The terms of the Warrants further provide that in case no registration statement is available for resale of Shares which may be issued under the Warrants (the “Exercise Shares”), the holder of the Warrants may elect to receive Exercise Shares by way of cashless exercise pursuant to which the difference of the Current Market Value (as defined under the terms of the Warrants) of the Exercise Shares and the exercise price which would have been received for the Exercise Shares would be used to determine the net number of Exercise Shares to be issued to the holder of the Warrants. The Company may have the option to pay cash instead of issued Shares. In the event the Company seeks an alternate listing on a recognized stock exchange and the listing of the shares to be issued under the Warrants is not allowed or the listing of the shares would be deferred for reasons associated with the Warrants, the Company shall have a right to cancel the Warrants by compensating the holder of the Warrants with one Ordinary Share for every three Warrants tendered for surrender, credited as fully paid.

Anti-dilution protection

The CBs and Warrants will have customary anti-dilution protection, which will include adjustments for (i) consolidation, reclassification or subdivision, (ii) capitalisation of profits or reserves, (iii) capital distributions including cash or non-cash dividends (except aggregate cash dividends in a fiscal year not exceeding the lower of (A) 25% of consolidated net profit attributable to the equity holders of the Company in the immediately preceding fiscal year), and (B) dividend yield of 6% of the volume weighted average prices of each trading day in the 30 days immediately prior to the announcement of such dividend, (iv) rights issues of shares or options over shares, (v) rights issues of other securities, (vi) new issues and other issues of securities at a discount of more than 5% to Current Market Price, (vii) modification of rights of conversion, exchange, etc, where the consideration per share receivable is at a discount of more than 5% to Current Market Price, (viii) other offers of securities in connection with which the shareholders as a class are entitled to participate, (ix) issues of new shares at a discount of more than 5% of the prevailing conversion price in which case adjustment of the conversion price shall occur on a full ratchet basis, and (x) and transactions which are similar to the foregoing, except that existing warrants issued by the Issuer and employee share schemes or incentives (subject to a cap of 10 % of the Issuer’s total share capital), will each not result in such adjustment.

Listing of Shares

The approval for the listing of the Ordinary Shares underlying the Bonds and the Warrants has been obtained from the NYSE MKT.

Affiliate Transaction

Prior to the issuance of the Bonds and Warrants, the Company originally sought the investment directly from PA Universal Opportunity VII Limited (“PAG”). In the negotiation process, PAG demanded the personal guarantee from the majority shareholders of the Company, including, namely, Mr. Chung Hing Cheng (“Mr. Cheng”) and Mr. Moon Lam Leung (“Mr. Leung”, together with Mr. Cheng, the “Majority Shareholders”) and sought collateral from them. As a result of that dialogue, the Majority Shareholders sought consideration from PAG and the Company in connection with the guarantee and security requested by PAG. The net result was that PAG would make a loan by way of US$60,000,000 of bonds to the Investor and the Investor would use the loan proceeds to purchase the Bonds. Under this arrangement, PAG is entitled to receive 20% of any gross return realized by the Investor on the CBs and Warrants, net of certain permitted expenses, that is in excess of 21% per annum internal rate of return payable on the PAG bond.

The Investor is categorized as an affiliate of the Company since both shareholders of the Investor, Mr. Cheng and Mr. Leung are together deemed to be the largest shareholder of the Company, by their deemed beneficial ownership of over 50% of the issued and outstanding Ordinary Shares of the Company through Kind United Holdings Limited. Accordingly, each of the CB Transaction and Warrant Transaction constitutes a transaction with an affiliate of the Company (the “Affiliate Transaction”) which is subject to, amongst other things, the review and approval of the board of the Company, and the Audit Committee.

The board and the Audit Committee of the Company are of the opinion that the Affiliate Transaction is in the best interests of the Company and its shareholders as a whole and the board and Audit Committee each approved the Affiliate Transaction on July 17, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 3, 2012	CHINA METRO-RURAL HOLDINGS LIMITED
	By	/s/ Sio Kam Seng
		Sio Kam Seng
		Executive Director and Chairman of the Board and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated August 3, 2012.
99.2	Subscription Agreement for the Convertible Bonds dated July 24, 2012.
99.3	Form of Terms and Conditions relating to the Convertible Bonds
99.4	Form of Warrant Instrument
99.5	Form of Registration Rights Agreement
99.6	Definitive Form of Subsidiary Guarantee
99.7	Subscription and Investor Rights Agreement relating to the PAG Bonds, dated July 24, 2012
99.8	Deed of Undertakings and Negative Pledge Agreement, dated July 24, 2012
99.9	Form of Terms and Conditions relating to the PAG Bonds
99.10	Form of Guarantee relating to the PAG Bonds

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EX-99.1

Exhibit 99.1

Press Release dated August 3, 2012.

China Metro-Rural Holdings Limited

FOR IMMEDIATE RELEASE

CNR Announces Issuance of US$60 million Guaranteed Secured Convertible Bonds and

Warrants Exercisable up to 6 million Ordinary Shares

NEW YORK — (MARKETWIRE) — August 3, 2012 — China Metro-Rural Holdings Limited (NYSE MKT: CNR) is pleased to announce that it plans to issue US$60,000,000, 14 per cent. guaranteed secured convertible bonds (the “Bonds”) due 2017 convertible into ordinary shares of the Company (“Ordinary Shares”) at an initial conversion price of US$1.0811 per share, in a private placement to Willis Plus Limited (the “Investor”) (the “Bond Offering”). The Investor is a special purpose entity owned by the Company’s controlling shareholders. The Investor borrowed the funds used to purchase the Bonds from PA Universal Opportunity VII Limited, all as described in the Company’s Form 6-K filing, referenced below. The Bond Offering is expected to be completed on or before August 15, 2012.

The use of proceeds is intended for project development costs for several property development projects in mainland China.

Simultaneously with the Bond Offering, CNR will grant to the Investor warrants exercisable to purchase up to 6,000,000 Ordinary Shares of the Company at an initial exercise price of US$1.2973 per share, during the 4 year period commencing one year after the date of issue of the Bonds (the “Warrants”). The Bonds are not convertible for the first year following their issuance.

The Company will file a registration statement covering the public resale of the Ordinary Shares issuable upon conversion of the Bonds and the exercise of the Warrants pursuant to a registration rights agreement between the parties.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities sold have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement, the prospectus or CNR’s shelf registration statement.

Details of the transaction documents in relation to the Bond Offering may be found in our Form 6-K furnished to the United States Securities and Exchange Commission dated August 3, 2012 or on our website at www.chinametrorural.com.

ABOUT CHINA METRO-RURAL HOLDINGS LIMITED

China Metro-Rural Holdings Limited is a leading agricultural logistics platform development and rural-urban migration and city re-development company in China.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are, by their nature, subject to risks and uncertainties. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, including statements regarding industry prospects and future results of operations or financial position, made in this press release are forward looking.

Words such as “continue”, “consider”, “probably”, “will”, “strive” and similar expressions may identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to: the Company’s future performance, the Company’s expansion efforts, the state of economic conditions, the Company’s market and the governmental policy. These forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes to be appropriate in particular circumstances. However, whether actual results and developments will meet the Company’s expectations and predictions depends on a number of known and unknown risks and uncertainties and other factors, any or all of which could cause actual results, performance or achievements to differ materially from the Company’s expectations, whether expressed or implied by such forward-looking statements.

CONTACT:

China Metro-Rural Holdings Limited — Investor Relations Department

Phone: (852) 2111 3815

E-mail: ir@chinametrorural.com

EX-99.2

Exhibit 99.2

Dated 24 July 2012

CHINA METRO-RURAL HOLDINGS LIMITED

and

WILLIS PLUS LIMITED

SUBSCRIPTION AGREEMENT

relating to

US$60 million convertible bonds due 2017

convertible into ordinary shares of China Metro-Rural Holdings Limited

and

6,000,000 warrants

exercisable into ordinary shares of China Metro-Rural Holdings Limited

10th Floor, Alexandra House

Chater Road

Hong Kong

Telephone (852) 2842 4888

Facsimile (852) 2810 8133/2810 1695

Ref L-202213

Contents

Clause Heading		Page
1	Issue and Subscription		1
2	Listing		3
3	Security		3
4	Representations, Warranties and Indemnity		3
5	Undertakings of the Issuer		20
6	Conditions Precedent		22
7	Closing		23
8	Expenses and Payments		24
9	Termination		25
10	Survival of Representations and Obligations		26
11	Communications		26
12	Assignment		27
13	Entire Agreement		27
14	Confidentiality		27
15	Governing Law and Jurisdiction		30
16	Variation		30
17	Counterparts		30
SCHEDULE 1 TERMS AND CONDITIONS			32
SCHEDULE 2 WARRANT INSTRUMENT			33
SCHEDULE 3 REGISTRATION RIGHTS AGREEMENT			34
SCHEDULE 4 SUBSIDIARY GUARANTORS			35
SCHEDULE 5 SUBSIDIARY GUARANTEE			36

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This Agreement is made on 24 July 2012 between:

1 CHINA METRO-RURAL HOLDINGS LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands, with headquarters located at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong (the “Issuer”); and

2 WILLIS PLUS LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands, whose registered office is at Quastisky Building, PO Box 4389, Road Town, Tortola, British Virgin Islands (the “Investor”).

The Issuer and the Investor wish to record the arrangements agreed between them in relation to an issue by the Issuer of 60,000,000 United States dollars (“US$” or “US Dollars”) in aggregate principal amount of convertible bonds due 2017 (the “Bonds”) and 6,000,000 warrants (the “Warrants”), convertible and exercisable, respectively, into fully paid ordinary shares of US$0.001 each of the Issuer (the “Shares”). The Bonds will be convertible into Shares (the “Conversion Shares”) at an initial conversion price of US$1.0811 per Share and the Warrants will entitle the holder thereof to subscribe for Shares (the “Exercise Shares”) at an initial exercise price of US$1.2973 per Share. The Shares are listed on the NYSE MKT LLC (formerly known as NYSE Amex LLC) (“NYSE MKT”) under the symbol of “CNR”.

The Issuer and the Investor are collectively referred to herein as the “Parties” and each individually as a “Party”.

References to: (i) a contract or document in this Agreement is to that contract or document as amended, novated, supplemented, restated or replaced from time to time; (ii) any person shall include its successors in title, permitted assigns and permitted transferees; and (iii) any statute or statutory provision or stock exchange listing rules include: (a) that statute or provision or listing rules as from time to time modified, re-enacted or consolidated whether before or after the date of this Agreement; (b) any past statute or statutory provision or listing rules (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and (c) any subordinate legislation made from time to time under that statute or statutory provision.

1 Issue and Subscription

1.1 Agreement to Issue Bonds and Warrants: the Issuer agrees to issue (a) the Bonds to the Investor in the aggregate principal amount of US$60,000,000; and (b) in consideration of the Investor entering into this Agreement and performing its obligations under this Agreement, 6,000,000 Warrants to the Investor, in each case on 15 August 2012, or such later date as the Issuer and the Investor may agree (the “Closing Date”) for completion of the subscription in accordance with Clause 7 (“Closing”).

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The Bonds will be subscribed at a price equal to 100% of the principal amount of the Bonds. For the purposes of this Agreement, (a) “Affiliate” means, in relation to any specified person, any person that directly or indirectly Controls the specified person or is directly or indirectly Controlled by the specified person, or any person that is under direct or indirect common Control with the specified person and (b) “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the operations and management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlled” and “Controls” shall be construed accordingly.

1.2 Subscription: subject to the satisfaction (or waiver) of the conditions set forth in Clause 6, the Investor agrees to, on the Closing Date, (a) subscribe and pay for, or procure to be subscribed and paid for, the Bonds, and (b) subscribe, or procure to be subscribed, 6,000,000 Warrants, in each case in accordance with the provisions of this Agreement.

1.3 Transaction Documents and Contracts:

1.3.1  The Issuer and the Investor shall enter into this Agreement in respect of the Bonds and the Warrants.

1.3.2  Upon Closing:

(i) the terms and conditions of the Bonds shall be substantially in the form set out in Schedule 1 (the “Terms and Conditions”) and the Warrants shall be issued in accordance with the terms of a warrant instrument in substantially the form set out in Schedule 2 (the “Warrant Instrument”);

(ii) each Subsidiary Guarantor (as defined in Clause 1.3.2(iv) below) shall jointly enter into a deed of guarantee with the Investor in substantially the form set out in Schedule 5 (the “Subsidiary Guarantees”);

(iii) the Issuer shall enter into a registration rights agreement with the Investor substantially in the form set out in Schedule 3 (the “Registration Rights Agreement”), pursuant to which the Issuer will agree to provide certain registration rights with respect to the Conversion Shares and the Exercise Shares under the U.S. Securities Act of 1933 (the “Securities Act”) and the rules and regulations promulgated thereunder, and applicable state securities laws; and

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(iv) China Metro-Rural Limited and the Issuer shall enter into the charges in a form reasonably satisfactory to the Parties (the “Security Documents”) over the issued share capital of the directly-owned subsidiaries of the Issuer named in Schedule 4 (each, a “Subsidiary Guarantor”) to secure the obligations of the Issuer under the Bonds.

This Agreement, the Terms and Conditions, the Warrant Instrument, the Security Documents, the Subsidiary Guarantees, the Registration Rights Agreement and each of the other agreements entered into by the Parties in connection with the transactions contemplated by this Agreement are together referred to as the “Contracts”. The Contracts, the Bonds and the Warrants are together referred to as the “Transaction Documents”.

2 Listing

The Issuer shall promptly secure the listing of all of the Conversion Shares and the Exercise Shares upon the NYSE MKT or such other securities exchange and automated quotation system, if any, upon which the Shares are then listed and shall maintain, in accordance with the Terms and Conditions and the Warrant Instrument, such listing of all Conversion Shares and the Exercise Shares from time to time issuable under the terms of the Transaction Documents. The Issuer shall maintain the Shares’ authorisation for quotation on the NYSE MKT or such other securities exchange and automated quotation system, if any, upon which the Shares are then listed. Subject to prior approval by the Majority Bondholders (as defined in the Terms and Conditions), the Issuer shall not, and shall procure that none of its subsidiaries shall, take any action which would be reasonably expected to result in the delisting or suspension of the Shares on the NYSE MKT or any other securities exchange and automated quotation system. The Issuer shall pay all its fees and expenses in connection with the performance of its obligations under this Clause 2.

3 Security

The obligations of the Issuer and the Subsidiary Guarantors under the Transaction Documents shall be secured in accordance with, and subject to, the terms of the Security Documents.

4 Representations, Warranties and Indemnity

4.1 The Issuer represents, warrants and undertakes to the Investor that:

4.1.1 Incorporation: (i) each of the Issuer and each of its subsidiaries (collectively, the “Group”, and each, a “Group Company”) is a company duly incorporated or established and validly existing under the laws of its jurisdiction of incorporation, is in compliance with all

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laws and regulations to which it is subject, is not in liquidation or receivership, has full power and authority to own its properties and to conduct its business and is lawfully qualified to do business in those jurisdictions in which business is conducted by it and (ii) each of the Issuer and each Subsidiary Guarantor has full power and authority to enter into and perform its obligations under the Transaction Documents;

4.1.2 Validity, Authorisation and Enforcement of Contracts: the Contracts have been duly authorised, executed and delivered by each of the Issuer and the Subsidiary Guarantors to which it is party and constitute valid and legally binding obligations of the Issuer and Subsidiary Guarantors, respectively, and enforceable against the Issuer and each Subsidiary Guarantor in accordance with their respective terms;

4.1.3 Validity of the Bonds and the Warrants: the Bonds and the Warrants have been duly authorised by the Issuer and, when delivered on the Closing Date in accordance with the Transaction Documents, the Bonds and the Warrants will be duly executed, authenticated and delivered, and constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms;

4.1.4 Status of the Bonds: the Bonds will constitute direct, secured, unconditional and unsubordinated obligations of the Issuer and will at all times rank at least pari passu with all other present and future unsecured obligations of the Issuer other than those preferred by statute or applicable law;

4.1.5 Authorised Share Capital: the Issuer has, or prior to the Closing Date will have, sufficient authorised but unissued share capital to satisfy (a) the issue of such number of Conversion Shares as would be required to be issued on conversion of all the Bonds at the initial conversion price and (b) the issue of such number of Exercise Shares as would be required to be issued on exercise of all the Warrants at the initial exercise price. The Issuer shall maintain at all times sufficient authorised but unissued share capital to satisfy the issue of Conversion Shares at the prevailing conversion price of the Bonds and Exercise Shares at the prevailing exercise price of the Warrants;

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4.1.6 Conversion Shares and Exercise Shares: the Conversion Shares and the Exercise Shares, when allotted, issued and delivered in the manner contemplated by the Bonds and the Warrants respectively (and in the case of the Exercise Shares, upon receipt by the Issuer of the exercise price called for in the Warrants):

(i) will be duly and validly allotted and issued, fully-paid and non-assessable;

(ii) will rank pari passu and carry the same rights and privileges in all respects as any other class of the ordinary share capital of the Issuer and shall be entitled to all dividends and other distributions declared, paid or made thereon;

(iii) subject to any restriction under the US securities laws, will be freely transferable, free and clear of all liens, charges, encumbrances, security interests or claims of third parties and will not be subject to calls for further funds; and

(iv) subject to registration pursuant to the Registration Rights Agreement, duly listed, and admitted to trading, on the NYSE MKT;

4.1.7 Pre-emptive Rights and Options:

(i) the issue of the Bonds, the Warrants, the Conversion Shares and the Exercise Shares will not be subject to any pre-emptive or similar rights;

(ii) except for the unexercised warrants issued on 11 May 2011 by the Issuer to the public where a Form F-3 has been filed and to Zhong Ying on 16 August 2011 which issue was made pursuant to Regulation S under the Securities Act:

(a) there are no outstanding securities issued by the Issuer or any other Group Company convertible into or exchangeable for, or warrants, rights or options, or agreements to grant warrants, rights or options, to purchase or to subscribe for, shares of the Issuer or any other Group Company;

(b) save for the employee stock option scheme as approved by the Issuer, there are no other or similar arrangements approved by the board of directors of the Issuer or any other Group Company or a general meeting of shareholders of the Issuer or any other Group Company providing for the issue or purchase of, or subscription for, Shares or securities issued by the Issuer or any other Group Company convertible into or exchangeable for, or warrants, rights or options, or agreements to grant warrants, rights or options, to purchase or to subscribe for, shares of the Issuer or any other Group Company; and

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(c) no unissued share capital of the Issuer or any other Group Company is under option or agreed conditionally or unconditionally to be put under option;

4.1.8 Restrictions: there are no restrictions on transfers of the Bonds or the Warrants or the voting or transfer of any of the Shares (including Conversion Shares and Exercise Shares) or payments of dividends with respect to the Shares (including Conversion Shares and Exercise Shares) pursuant to the Issuer’s constitutional documents, or pursuant to any agreement or other instrument to which the Issuer is a party or by which it may be bound;

4.1.9 Capitalisation: all the outstanding shares, capital stock and other equity interests of the Issuer and each other Group Company have been duly and validly authorised and issued, are fully paid and non-assessable, and were issued in compliance with applicable laws; all such shares, capital stock and equity interests of the other Group Companies are owned directly or indirectly by the Issuer, free and clear of all liens, charges, encumbrances, security interests, claims of any third party, restrictions on transfer or restrictions on voting; and all such shares, capital stock and equity interests of the Issuer were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant blue sky laws of the United States or pursuant to valid exemptions therefrom and were issued in compliance with other applicable laws;

4.1.10  Laws and Listing Rules: each of the Issuer and the other Group Companies, and their respective directors and officers is in compliance with and will comply with all applicable laws (including, but not limited to, federal and state securities laws) and the applicable rules and regulations of the NYSE MKT (the “Listing Rules”) and the Issuer will comply with all applicable laws and the applicable requirements of the Listing Rules in connection with the issue, offering and sale of the Bonds and the Warrants and the issue of the Conversion Shares and the Exercise Shares except where breach of this provision would not have a Material Adverse Effect (as defined in Clause 4.1.19 below);

4.1.11  Consents: subject to the relief from shareholders approval to be obtained from the NYSE MKT under the AMEX Company Guide, no consent, clearance, approval, authorisation, order, registration or qualification of or with any court, governmental agency or regulatory or self-regulatory body having jurisdiction over the Issuer is required and no other action or thing is required to be taken, fulfilled or done

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(including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the execution and delivery by each of the Issuer and the Subsidiary Guarantors of the Contracts to which it is party, the issue, sale and delivery of the Bonds or the Warrants, the issue of the Conversion Shares or the Exercise Shares to the Investor, the carrying out of the other transactions contemplated by the Transaction Documents, the Bonds or the Warrants, or the compliance by the Issuer with the Terms and Conditions or the terms of the Warrant Instrument, except for (a) all of those which have been, or will prior to the Closing Date be, obtained and are, or will on the Closing Date be, in full force and effect, (b) the filing with the U.S. Securities and Exchange Commission (the “SEC”) of one or more registration statements in accordance with the requirements of the Registration Rights Agreement, (c) the filing, as applicable, with the Financial Industry Regulatory Authority in connection with the such registration statement, (d) the filing of a listing application for the Conversion Shares and the Exercise Shares, as may apply, with the NYSE MKT, which shall be done pursuant to the rules and regulations of NYSE MKT; and (e) such filings as may be required under blue sky or state securities laws. To the best knowledge, information and belief of the Issuer (after due inquiry), the Issuer is unaware of any facts or circumstances that might prevent the Issuer from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Issuer is not in violation of the listing requirements of the NYSE MKT and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Shares in the foreseeable future. The issuance by the Issuer of the Conversion Shares and the Exercise Shares shall not have the effect of delisting or suspending the Shares from the NYSE MKT;

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4.1.12  Compliance: the execution, delivery and performance of the Contracts, the issue and delivery of the Bonds and the Warrants, the issue of the Conversion Shares and the Exercise Shares, the carrying out of the other transactions contemplated by the Transaction Documents and the compliance by the Issuer with the Terms and Conditions and the terms of the Warrant Instrument do not and will not:

(i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default (nor has any event occurred which, with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement would result in a default by the Issuer or any other Group Company under, (a) the documents constituting the Issuer or the Subsidiary Guarantors, or (b) any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Issuer or any other Group Company is a party or by which any of their respective assets are bound (collectively, the “Existing Obligations”) which, in the case of (b) only, has had or reasonably could be expected to have a Material Adverse Effect; or

(ii) infringe any existing applicable law, rule, regulation (including foreign, federal and state securities laws and regulations), judgment, order, authorisation or decree of any government, governmental or regulatory body or court, domestic or foreign, having jurisdiction over the Issuer or any other Group Company or any of their respective assets; or

(iii) infringe the rules and regulations of any stock exchange on which securities of the Issuer are listed;

4.1.13  Constitution: the copy of the Issuer’s memorandum and articles of association (“Constitution”) attached to the Form 20-F filed with the SEC on 16 July 2012 is a true, accurate and up-to-date copy of the original, which has been validly adopted in accordance with the laws of the British Virgin Islands;

4.1.14  Financial Statements:

During the three (3) years prior to the date hereof, the Issuer has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Issuer has delivered to the Investor or its representatives true, correct and complete copies of the SEC Documents not available on the EDGAR system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Issuer included in the

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SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”), during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Issuer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments);

Except as disclosed in the SEC Documents, neither the Issuer nor any of the Group Companies has, since 31 March 2012, (a) entered into any transactions, (b) entered into or assumed any contract, (c) incurred, assumed or acquired any liability (including contingent liability) or other obligation, (d) acquired or disposed of, or agreed to acquire or dispose of, any business or any other asset, (e) cancelled, waived, released or discounted in whole or in part any debts or claims, or (f) taken on or become subject to any contingent liability, in each case, which were not in the ordinary course of business. Since 31 March 2012, there has not been any event or condition of any type that has had or reasonably could be expected to have a Material Adverse Effect;

4.1.15  Internal Accounting and Disclosure Controls: the Issuer and each other Group Company maintain a system of internal control and accounting controls sufficient to provide reasonable assurances that:

(i) transactions are executed in accordance with management’s general or specific authorisations and in compliance with applicable laws, rules and regulations (including without limitation the Listing Rules);

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability;

(iii) access to material assets is permitted only in accordance with management’s general or specific authorisation;

(iv) the recorded accountability for material assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and

(v) each of the Issuer and each other Group Company has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such entity and provide a sufficient basis for the preparation of the Issuer’s consolidated financial statements in accordance with IFRS.

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The Issuer maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act) that are effective in ensuring that information required to be disclosed by the Issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarised and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by the Issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Issuer’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure;

4.1.16  Contingent Liabilities: there are no outstanding guarantees or contingent payment obligations of the Issuer and each other Group Company in respect of indebtedness of third parties other than those disclosed in the financial statements referred to in Clause 4.1.14; the Issuer and each other Group Company is in compliance with all of its obligations under any outstanding guarantees or contingent payment obligations as disclosed in the financial statements referred to in Clause 4.1.14. There are no outstanding guarantees or contingent payment obligations that is required to be disclosed by the Issuer in its Exchange Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect;

4.1.17  Off-balance Sheet Arrangements: neither the Issuer nor any other Group Company has any off-balance sheet transactions which, individually or in the aggregate, would, or is likely to, have a Material Adverse Effect and neither the Issuer nor any other Group Company has any relationships with unconsolidated entities that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Issuer, or any other Group Company, such as structured finance entities and special purpose entities that could have a material adverse effect on the liquidity of the Issuer or any other Group Company or the availability thereof or the requirements of the Issuer or any other Group Company for capital resources. There is no transaction, arrangement, or other relationship between the Issuer and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Issuer in its Exchange Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect;

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4.1.18  Title: each of the Issuer and each other Group Company has good title to all real property, personal property and any other assets owned by it or any rights or interests thereto, in each case as is necessary to conduct the business now operated by it (“Assets”); and there are no charges, liens, encumbrances or other security interests or third party rights or interests, conditions, planning consents, orders, regulations, defects or other restrictions affecting any of such Assets which could have a material adverse effect on the value of such Assets, or limit, restrict or otherwise have a material adverse effect on the ability of the Issuer or any other relevant Group Company to utilise or develop any such Assets and, where any such Assets are held under lease, each lease is a legal, valid, subsisting and enforceable lease;

4.1.19  Approvals:

(i) save for the listing approval of the Shares to be issued on conversion of the Bonds and the exercise of the Warrants, the Issuer and each other Group Company possess all certificates, authorisations, licences, orders, consents, approvals and permits (“Approvals”) issued by, and has made all declarations and filings with, all appropriate national, state, local and other governmental and regulatory or self-regulatory agencies and bodies, all exchanges and all courts and other tribunals, domestic and foreign, necessary to own or lease, as the case may be, and to operate its assets and to conduct the business now operated by them;

(ii) the Issuer and each other Group Company are in compliance with the terms and conditions of all such Approvals;

(iii) all of such Approvals are valid and in full force and effect; and

(iv) neither the Issuer nor any other Group Company has received any notice of proceedings relating to the revocation or modification of any such Approvals or is otherwise aware that any such revocation or modification is contemplated or threatened,

except for any non-possession, non-compliance, invalidity, revocation, modification or proceedings (that if determined adversely to the Issuer or any other Group Company) would not individually or in the aggregate (a) have a material adverse effect on the condition (financial or otherwise), prospects, results of operations, general affairs or assets of the Issuer or of any other Group Company taken as a whole, or (b) materially and adversely affect the ability of the Issuer or any Subsidiary Guarantor to perform any of their obligations under the Transaction Documents (a “Material Adverse Effect”);

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4.1.20  No Suspension: during the three (3) years prior to the date hereof, (i) the Shares have been listed on the NYSE MKT, (ii) trading in the Shares has not been suspended by the SEC or the NYSE MKT since the listing on the NYSE MKT and (iii) the Issuer has received no communication, written or oral, from the SEC or the NYSE MKT regarding the suspension or delisting of the Shares from the NYSE MKT;

4.1.21  Taxes and Assessments:

(i) all returns, reports and filings which ought to have been made by or in respect of the Issuer and each other Group Company for taxation purposes have been made and all such returns, reports and filings are correct in all material respects and on a proper basis and are not the subject of any dispute with the relevant revenue or other appropriate authorities and to the best knowledge, information and belief of the Issuer (after due inquiry) do not reveal any circumstances likely to give rise to any such dispute and the provisions, charges, accruals and reserves included in the financial statements are sufficient to cover all taxation of the Issuer and each other Group Company existing in all accounting periods ended on or before the accounting reference date to which the financial statements relate whether payable then or at any time thereafter. No liability for tax which has not been provided for in the financial statements of the Issuer or any other Group Company has arisen or has been asserted by the tax authorities against the Issuer or any other Group Company which would have a Material Adverse Effect;

(ii) the Issuer and each other Group Company have duly and in a timely manner paid all taxes that have become due, including, without limitation, all taxes reflected in the tax returns referred to in sub-Clause (i) above, or any assessment, proposed assessment, or notice, either formal or informal, received by the relevant Group Company except for any such taxes that are being contested in good faith and by appropriate proceedings or where the failure to file or make payment would not, individually or in the aggregate, have a Material Adverse Effect;

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4.1.22  Taxes/Duties: no tax or duty (including any stamp or issuance or transfer tax or duty, any service tax and any tax or duty on capital gains or income, whether chargeable on a withholding basis or otherwise) is assessable or payable in, and no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature is imposed or made for or on account of any income, registration, transfer, service or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the United States, the British Virgin Islands or Hong Kong or any other relevant jurisdiction or by any sub-division of or authority therein or thereof having power to tax, in connection with the creation, issue or offering of the Bonds, the Conversion Shares, the Warrants or the Exercise Shares or the execution or delivery of the Contracts, the Bonds or the Warrants or the performance of the obligations hereunder or thereunder (including, without limitation, issuance of the Conversion Shares and the Exercise Shares and payment of any bonus thereunder);

4.1.23  Litigation: there are no pending actions, suits or proceedings against or affecting the Issuer or any other Group Company or any of their respective assets, which if determined adversely to the Issuer or any other Group Company would individually or in the aggregate have a Material Adverse Effect and, to the best knowledge, information and belief of the Issuer (after due enquiry), no such actions, suits or proceedings are threatened or contemplated;

4.1.24  Investigation: to the best knowledge, information and belief of the Issuer (after due enquiry), there are no police, legal, governmental, NYSE MKT, regulatory or self-regulatory inquiry or investigations nor any pending actions, suits or proceedings against or affecting the Issuer or any other Group Company or any of their respective directors or officers (in their capacities as such), or assets, which, if determined adversely to the Issuer or any other Group Company or any of their respective directors, officers or assets, would individually or in the aggregate have a Material Adverse Effect, or which are otherwise material in the context of the issue of the Bonds and the Warrants and no such investigations, actions, suits or proceedings are threatened or contemplated;

4.1.25  Environmental laws: the Issuer and each other Group Company (i) has received, is in compliance with and will comply with all necessary permits, licences or other approvals required of it under applicable Environmental Laws to conduct its businesses and (ii) has not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required permits, licences or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect.

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For the purpose of this Clause 4.1.25, “Environmental Laws” means any and all supra-national, national, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licences, agreements or other governmental restrictions relating to the protection of the environment (including, without limitation, human, animal and plant life, ambient air, surface water, ground water, or land), the protection of property and proprietary rights or for the compensation of harm to the environment whether by clean-up, remediation, containment or other treatment or the payment of monies to any competent authority.

In the ordinary and usual course of its business the Issuer and each other Group Company periodically reviews the effect of Environmental Laws on its business, operations and properties, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, licence or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Issuer has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect;

4.1.26  Insurance: the Issuer and each other Group Company have in place all insurance policies necessary for the conduct of their businesses as currently operated and for compliance with all requirements of law, such policies are in full force and effect, and all premiums with respect thereto have been paid, and no notice of cancellation or termination has been received with respect to any such policy, and the Issuer and each other Group Company have complied in all material respects with the terms and conditions of such policies, except where breach of this provision would not have a Material Adverse Effect;

4.1.27  Intellectual Property: the Issuer and each other Group Company own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licences, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them in each country in which they operate, and neither the Issuer nor any other Group Company has

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received any notice or, to the best knowledge, information and belief of the Issuer (after due enquiry), is otherwise aware of any infringement of or conflict in any jurisdiction with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Issuer or any other Group Company therein, and which infringement or conflict (if the subject of any unfavourable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, would have a Material Adverse Effect;

4.1.28  Related Party Transactions: neither the Issuer nor any other Group Company is engaged in any transactions with any related party on terms that are less favourable to the Issuer or the other relevant Group Company than those available from other parties on an arm’s-length basis and such transactions as described in the audited consolidated financial statements of the Issuer are true, complete and accurate and not misleading in any material respect. All related party transactions, as defined in Regulation S-K under the Exchange Act, required to be disclosed in the Form 20-F filed with the SEC on 16 July 2012 have been so disclosed. All related party transactions have been negotiated in good faith and on an arm’s length basis;

4.1.29  Events of Default: no event has occurred or circumstance arisen which, had the Bonds or the Warrants already been issued, could reasonably be expected to (whether or not with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement): (i) constitute an event described under “Events of Default” in the Terms and Conditions; or (ii) require an adjustment of the initial conversion price of the Bonds or the initial exercise price of the Warrants;

4.1.30  Labour Disputes: no material labour dispute with the employees of the Issuer or any other Group Company exists or, to the best knowledge, information and belief of the Issuer (after due inquiry), is imminent. To the best knowledge, information and belief of the Issuer (after due inquiry), the Issuer is not aware of any existing or labour disturbance by the employees of any of the Group Company’s principal suppliers, manufacturers or contractors which could result in a Material Adverse Effect;

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4.1.31  Information: all information supplied or disclosed in writing or orally by the Issuer, each other Group Company and their respective representatives to the Investor, their respective agents or professional advisers is true and accurate in all material respects and not misleading in any respect and all forecasts, opinions and estimates relating to the Issuer and each other Group Company so supplied or disclosed have been made after due, careful and proper consideration, are based on reasonable assumptions and represent reasonable and fair expectations honestly held based on facts known to such persons (or any of them); there has been no development or occurrence relating to the financial or business condition or prospects of the Issuer or any other Group Company (including, without limitation, with respect to any corporate event, acquisition, disposal or related matter) which is not in the public domain and which would reasonably be expected to be material to the Investor; and the Issuer has disclosed all information regarding the financial or business condition or prospects of the Group, which is relevant and material in relation to the Group, in the context of the issue or offering of the Bonds or the Warrants;

4.1.32  Anti-Money Laundering: the operations of the Issuer and each other Group Company are and have been conducted at all times in compliance with all applicable anti-money laundering laws, regulations, rules and guidelines in its jurisdiction of incorporation and in each other jurisdiction in which such entity, as the case may be, conducts business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Issuer or any other Group Company with respect to any of the Money Laundering Laws is pending or, to the best knowledge, information and belief of the Issuer (after due enquiry), threatened or contemplated;

4.1.33  Foreign Corrupt Practices: neither the Issuer nor any other Group Company nor, any director, officer or to the best knowledge, information and belief of the Issuer (after due enquiry), any director, officer, agent, employee, Affiliate or other person acting on behalf of the Issuer or any other Group Company, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of:

(i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance

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of an offer, payment, promise to pay or authorisation of the payment of any money, or other property, gift, promise to give, or authorisation of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; or

(ii) any provision of equivalent laws of any other jurisdiction in which the Issuer or any other Group Company conducts its business or operations,

and, to the best knowledge, information and belief of the Issuer (after due enquiry), its Affiliates have conducted their businesses in compliance with the FCPA and such other equivalent laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

4.1.34  Sanctions administered by OFAC: neither the Issuer nor any other Group Company nor, to the best knowledge, information and belief of the Issuer (after due enquiry), any director, officer, agent, employee, Affiliate or other person acting on behalf of the Issuer or any other Group Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any sanctions administered by the European Union or the United Nations (collectively, the “Sanctions”) or located, organised or resident in a country or territory that is the subject of Sanctions;

4.1.35  Other Transactions: neither the Issuer nor any other Group Company are party to any other transaction which, if executed in accordance with its terms, has or would have a Material Adverse Effect;

4.1.36  Use of Proceeds: the use by the Issuer or any other Group Company of the proceeds from the issue of the Bonds and the Warrants for general corporate purposes of the Issuer will not violate any existing laws or regulations of any relevant jurisdiction;

4.1.37  Manipulation of Price: the Issuer has not, and to the best of its knowledge, information and belief (after due inquiry) no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilisation or manipulation of the price of any security of the Issuer to facilitate the sale or resale of any of the Bonds,

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Warrants, Conversion Shares or Exercise Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Bonds, the Warrants, the Conversion Shares or the Exercise Shares or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Issuer;

4.1.38  No General Solicitation: neither the Issuer, nor any of its Affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act (“Regulation D”)) in connection with the offer or sale of the Bonds, the Warrants, the Conversion Shares or the Exercise Shares;

4.1.39  No Integrated Offering: neither the Issuer, nor any of its Affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Bonds, the Warrants, the Conversion Shares or the Exercise Shares under the Securities Act or cause this issue of Bonds, the Warrants, the Conversion Shares and the Exercise Shares to be integrated with prior offerings by the Issuer for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Issuer are listed or designated. Neither the Issuer, nor any of its Affiliates, nor any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Bonds, the Warrants, the Conversion Shares and the Exercise Shares under the Securities Act or cause the issue of the Bonds, the Warrants, the Conversion Shares and the Exercise Shares to be integrated with other offerings;

4.1.40  No Registration Required: the offer and issuance by the Issuer of the Bonds, Warrants, Conversion Shares or Exercise Shares, as applicable, to the Investor in the manner contemplated by this Agreement is exempt from registration under the Securities Act;

4.1.41  Investment Company Status: the Issuer is not, and upon consummation of the sale of the securities contemplated herein will not be, an “investment company”, a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the U.S. Investment Company Act of 1940, as amended;

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4.1.42  U.S. Real Property Holding Corporation: the Issuer is not, has never been, and so long as any Bonds or Warrants remain outstanding, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the United States Internal Revenue Code of 1986, as amended, and the Issuer shall so certify upon the Investor’s request;

4.1.43  Compliance with the Sarbanes-Oxley Act of 2002: the Issuer is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as to the Issuer as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof; and

4.1.44  Form F-3 Eligibility: for so long as the Shares are listed on the NYSE MKT and except in the circumstances referred to in Condition 6(F)(1)(vii) of the Terms and Conditions, the Issuer is eligible to register the Conversion Shares and the Exercise Shares for resale by the Investor using Form F-3 promulgated under the Securities Act (which is contemplated in the Registration Rights Agreement).

4.2 Repetition: Subject to Clause 9, the representations and warranties contained in, or given pursuant to, Clauses 4.1 shall be made on the date of this Agreement and be deemed to have been repeated on the Closing Date taking into account facts and circumstances subsisting on the Closing Date.

4.3 Indemnity: The commitment of the Investor under this Agreement is being made on the basis of the foregoing representations, warranties, undertakings and agreements of the Issuer with the intention that such representations and warranties shall remain true and accurate in all material respects on the date of this Agreement and on the Closing Date with reference to the facts and circumstances then subsisting and that the undertakings and agreements shall have been performed on or before the Closing Date and the Issuer undertakes, to the maximum extent permitted under applicable laws, to pay the Investor on demand an amount which is equal to any liability and damages suffered and any cost, claim, loss or expenses (including, without limitation, legal fees, costs and expenses) (a “Loss”) properly incurred by the Investor or in respect of or in connection with any breach or alleged breach of any of the representations, warranties, undertakings or agreements contained in, or deemed to be made pursuant to, this Agreement or any certificate issued by the Issuer.

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5 Undertakings of the Issuer

The Issuer undertakes with the Investor to comply with the following obligations:

5.1 Taxes: the Issuer shall pay:

(i) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties in the Hong Kong, United States and the British Virgin Islands and all other relevant jurisdictions payable on or in connection with the creation and issue of the Bonds or the Warrants, the issue of the Conversion Shares or the Exercise Shares or the execution or delivery of the Transaction Documents; and

(ii) in addition to any amount payable by it under this Agreement, any value added, service, turnover or similar tax payable in respect thereof (and references in this Agreement to such amount shall be deemed to include any such taxes so payable in addition to it);

5.2 Warranties: the Issuer shall forthwith notify the Investor if at any time prior to payment of the Subscription Price (as defined in Clause 7.2 below) to the Issuer on the Closing Date anything occurs which renders or may render untrue or incorrect in any respect any of its representations, warranties, undertakings, agreements and indemnities herein and will forthwith take such steps as the Investor may reasonably require to remedy the fact;

5.3 Use of Proceeds: the Issuer shall use the net proceeds from the issue of the Bonds and the Warrants for general working capital purposes of the Issuer, provided that neither the Issuer nor any other Group Company shall knowingly use, directly or indirectly, the proceeds of the offering of the Bonds and the Warrants hereunder, or knowingly lend, contribute or otherwise make available such proceeds to any other Group Company, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or any Sanctions;

5.4 Conversion Price: (i) between the date hereof and the earlier of (a) the Closing Date and (b) the date on which this Agreement is terminated in accordance with its terms (the “Termination Date”) (both dates inclusive), neither the Issuer nor any person acting on its behalf shall take, directly or indirectly, any action designed to or which constitutes or which might reasonably be expected to cause or result in an adjustment of the initial conversion price of the Bonds or the initial exercise price of the Warrants and (ii) the Issuer shall not take any action that would reduce the conversion price of the Bonds or the exercise price of the Warrants below a level that may be prescribed by applicable laws and regulations from time to time (if any);

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5.5 Announcements: subject to Clause 6.1.3, between the date hereof and a period of the earlier of (a) 20 days after the Closing Date and (b) the Termination Date (both dates inclusive), the Issuer shall, and shall cause the other Group Companies and its Affiliates and all other parties acting on its or their behalf to, notify and consult with the Investor (unless prevented by applicable law or regulations) prior to issuing any announcement concerning, or which could be material in the context of, the offering and distribution of the Bonds or the Warrants, and shall take into account such requests as the Investor shall reasonably make with respect to such announcements;

5.6 Form D and Blue Sky Laws: the Issuer shall file a Form D as required under the applicable requirements of Regulation D with respect to the Bonds, the Warrants, the Conversion Shares and the Exercise Shares and shall provide a copy thereof to the Investor promptly after such filing. The Issuer shall make all filings and reports relating to the offer and sale of the Bonds, the Warrants, the Conversion Shares and the Exercise Shares required under applicable securities or blue sky laws of the states of the United States following the Closing Date;

5.7 Form F-3 Eligibility and Reporting Status: until the date on which the Investor shall have sold all the Conversion Shares and the Exercise Shares and none of the Bonds or Warrants is outstanding,

(a) for so long as the Shares are listed on NYSE MKT and except in the circumstances referred to in Condition 6(F)(1)(vii) of the Terms and Conditions, the Issuer shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and shall take all actions necessary to maintain its eligibility to register the Conversion Shares and the Exercise Shares for resale by the Investor on Form F-3 promulgated under the Securities Act, which is contemplated in the Registration Rights Agreement; and

(b) for so long as the Shares are listed on a Relevant Stock Exchange as defined in the Terms and Conditions, the Issuer shall timely comply with all filing and reporting requirements and take all actions necessary to maintain its eligibility to register the Conversion Shares and Exercise Shares, for resale under relevant regulations; and

5.8 No Underwritten Sale of Shares: The Investor undertakes with the Issuer that it will not sell or otherwise dispose of interests in the Shares issued upon conversion of the Bonds by way of an underwritten offering or similar arrangement (within the meaning of the Securities Act) and shall procure that any transferee of the Bonds will provide undertakings of the same to the Issuer.

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6 Conditions Precedent

6.1 The obligations of the Investor to subscribe and pay for the Bonds and subscribe for the Warrants are subject to the fulfilment, prior to or simultaneously at Closing, of the following conditions to the satisfaction of the Investor:

6.1.1 Compliance: at the Closing Date:

(i) the representations and warranties of the Issuer in this Agreement being true, accurate and correct in all respects and not misleading in any respect at, and as if made on, such date;

(ii) the Issuer having performed all of its obligations under this Agreement to be performed on or before such date;

6.1.2 Security: on the Closing Date, the Investor shall have received all reasonably necessary security documents for the Security Documents in each case in form and substance satisfactory to the Investor, each duly executed by the relevant parties except for the Investor;

6.1.3 Disclosure of the Transaction: on or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Issuer shall issue a press release and file a Report on a Form 6-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Bonds, the form of Warrant Instrument and the form of the Registration Rights Agreement as exhibits to such filing (including all attachments, the “6-K Filing”). For the purpose of this Agreement, “Business Day” means a day on which banks are open for business in Hong Kong, British Virgin Islands and New York City (excluding Saturdays, Sundays and public holidays);

6.1.4 Listing: the NYSE MKT having agreed to list the Conversion Shares upon conversion of the Bonds and the Exercise Shares upon exercise of the Warrants subject to any conditions reasonably satisfactory to the Investor;

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6.1.5 No Suspension of Trading: the Shares (i) shall be listed on the NYSE MKT and (ii) shall not have been suspended, as of the Closing Date, by the SEC or the NYSE MKT from trading on the NYSE MKT nor shall suspension by the SEC or the NYSE MKT have been threatened, as of the Closing Date, either (a) in writing by the SEC or the NYSE MKT or (b) by falling below the minimum listing maintenance requirements of the NYSE MKT; and

6.1.6 Contracts: on or before the Closing Date, there having been delivered to the Investor each of the Contracts other than this Agreement, duly executed by each party thereto other than the Investor.

6.2 Fulfilment: The Issuer shall use its best endeavours to ensure the fulfilment of the conditions set out in Clause 6.1 as soon as reasonably practicable.

6.3 Waiver: The Investor may, at its discretion and upon such terms as it thinks fit, waive compliance with the whole or any part of this Clause 6.

7 Closing

7.1 Obligations of the Issuer

7.1.1 On the Closing Date, the Issuer shall:

(i) duly issue the Bonds in the aggregate principal amount of US$60,000,000 to the Investor;

(ii) procure entry in the Issuer’s register of bondholders of the name of the Investor to be the holder of the Bonds and deliver to or to the order of the Investor (i) a certificate, duly executed, representing the aggregate principal amount of the Bonds; and (ii) a certified true copy by an authorised signatory of the Issuer of the Issuer’s duly completed register of bondholders as at the Closing Date;

(iii) duly issue 6,000,000 Warrants to the Investor;

(iv) deliver to the Investor (i) a Warrant Instrument, duly executed by the Issuer, constituting the Warrants and (ii) a definitive certificate in the form set out in the Warrant Instrument representing 6,000,000 Warrants, duly executed by the Issuer;

(v) procure entry in the Issuer’s register of warrantholders of the name of the Investor to be the holder of 6,000,000 Warrants, and deliver to the Investor a certified true copy by an authorised signatory of the Issuer of the Issuer’s duly completed register of warrantholders as at the Closing Date; and

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(vi) deliver to the Investor each of the Contracts other than this Agreement, duly executed by each party thereto other than the Investor.

7.2 Obligations of the Investor

Against compliance with Clause 7.1 by the Issuer, the Investor shall pay (or procure to be paid) an amount equal to 100 per cent. of the aggregate principal amount of the Bonds (the “Subscription Price”) less the Issuing Expenses (as defined in Clause 8.1 below) by wire transfer to the US dollar bank account in Hong Kong designated by the Issuer by notice in writing delivered to the Investor at least five Business Days prior to the Closing Date. Evidence of such payment shall be satisfied by the delivery to the Issuer of an irrevocable wiring instruction giving effect to the above and shall constitute a complete discharge of the Investor’s payment obligations hereunder.

8 Expenses and Payments

8.1 General Expenses: The Issuer is responsible for paying the (i) fees and expenses of the legal, accountancy and other professional advisers instructed by the Issuer in connection with the creation and issue and offering of the Bonds and the Warrants, (ii) fees and expenses of the listing of the Conversion Shares and the Exercise Shares on the NYSE MKT; and (iv) costs incurred by it in connection with the preparation and execution of the Contracts. The fees and expenses incurred by the Investor (including, but not limited to, the costs of due diligence conducted on the Issuer and all fees and expenses of the legal, accountancy, financial and other professional advisers instructed by the Investor) (such amount as notified in writing by the Investor to the Issuer prior to the Closing Date, the “Issuing Expenses”) shall be reimbursed by the Issuer to the Investor by way of a deduction to the amount payable by the Investor on Closing pursuant to Clause 7.2, subject to a maximum of US$250,000.

8.2 Payment: All payments due under this Agreement are to be made in US dollars and are stated exclusive of any applicable tax whether income taxes, withholding taxes, value added taxes, goods and services taxes, business or services taxes or similar taxes other than taxes imposed in respect of net income by a taxing jurisdiction wherein the recipient is incorporated or resident for tax purposes (“Taxes”). If any deduction or withholding for or on account of Taxes is required to be made from any

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payment to the Investor, then the Issuer shall pay an additional amount so that the Investor receives, free from any such withholding, deduction, assessment or levy, the full amount of the payments set out herein. The Issuer shall make appropriate payments and returns in respect of such Taxes and provide the Investor with an original or authenticated copy of the tax receipt.

9 Termination

9.1 Ability of Investor to Terminate: At any time prior to payment of the Subscription Price to the Issuer:

9.1.1 if there shall have come to the notice of the Investor any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties, representations and undertakings contained in this Agreement or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement;

9.1.2 if any of the conditions specified in Clause 6 have not been satisfied or waived by the Investor on or prior to the Closing Date; or

9.1.3 if the PAG Subscription Agreement between the Investor, Mr. Cheng Chung Hing, Mr. Leung Moon Lam and PA Universal Opportunity VII Limited dated the same date as this Agreement is terminated for any reason,

then the Investor shall be entitled (but not bound) by notice to the Issuer to elect to treat such event, breach or failure as terminating this Agreement notwithstanding any other provisions of this Agreement.

9.2 Ability of Issuer to Terminate: At any time prior to payment of the Subscription Price to the Issuer if there shall have come to the notice of the Issuer any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties, representations and undertakings provided by the Investor in this Agreement or any failure to perform any of the Investor’s undertakings or agreements in this Agreement, then the Issuer shall be entitled (but not bound) by notice to the Investor to elect to treat such event, breach or failure as terminating this Agreement notwithstanding any other provisions of this Agreement.

9.3 Consequences of Termination: Upon such notice being given by the Investor or the Issuer pursuant to Clause 9.2 or Clause 9.3, this Agreement shall terminate and be of no further effect and no party shall be under any liability to any other in respect of this Agreement, except that the Issuer, shall remain liable under Clause 14 which would have continued had the arrangements for the subscription and issue of the Bonds been completed.

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Any termination of this Agreement after the Closing Date shall not release a Party from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination and shall be without prejudice to any liability or obligation in respect of any matters, undertakings or conditions which shall not have been observed or performed by the relevant Party prior to such termination.

10 Survival of Representations and Obligations

The representations, warranties, agreements, undertakings and indemnities in this Agreement shall continue in full force and effect despite completion of the arrangements for the subscription and issue of the Bonds or any investigation made by or on behalf of the Investor.

11 Communications

11.1 Addresses: Any communication shall be given by letter or fax in the case of notices to the Issuer, to it at:

China Metro-Rural Holdings Limited

Suite 2204, 22/F Sun Life Tower

The Gateway

15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Fax no.:            +852 2111 1890

Attention:        Chris Fan

and in the case of notices from the Issuer, to the Investor at:

Willis Plus Limited

Suite 2208-14, 22/F Sun Life Tower

The Gateway

15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Fax no.:            +852 2317 5372

Attention:        Claudia Lee

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11.2 Effectiveness: Any such communication shall take effect, in the case of a letter, at the time of delivery, and in the case of fax, at the time of despatch.

11.3 Confirmations: Any communication not by letter shall be confirmed by letter but failure to send or receive the letter of confirmation shall not invalidate the original communication.

12 Assignment

The Investor may, upon giving written notice to the Issuer, assign any or all of its rights and delegate or transfer any or all of its obligations under this Agreement to any person without the consent of the other Party to this Agreement. No Party may otherwise assign any of its rights or delegate or transfer any of its obligations under this Agreement without the prior written consent of the other Party to this Agreement.

13 Entire Agreement

This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties relating to the issue of and the subscription for the Bonds and the Warrants and supersedes and extinguishes any other prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to the issue of and the subscription for the Bonds and the Warrants.

14 Confidentiality

14.1 Obligations of Confidentiality: Subject to Clause 14.3, each Party shall keep strictly confidential and not disclose or use, and shall ensure that its Affiliates and its officers, employees, agents and professional and other advisers keep strictly confidential and not disclose or use, any documents, materials and other information in whatever form received or obtained by it in connection with the entering into of this Agreement or any other Transaction Documents which relates to:

14.1.1  the business, financial or other affairs (including future plans and targets) of a Party of its Affiliates;

14.1.2  the existence or terms of any Transaction Document or any transaction contemplated by the Transaction Documents or the identities of the Parties and their respective Affiliates; or

14.1.3  any discussions or negotiations with regard to any Transaction Document or any transaction contemplated by the Transaction Documents.

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14.2 Confidential Information: For the purpose of this Agreement, “Confidential Information” includes the information referred to in Clause 14.1 except for any document, material or other information that:

14.2.1  was lawfully in the possession of the receiving Party prior to its disclosure by the disclosing Party and had not been obtained from the disclosing Party;

14.2.2  is or becomes generally known to the public (other than by breach of this Agreement or any other obligation of confidentiality owed between the Parties);

14.2.3  is or becomes available to the receiving Party other than as a result of a disclosure by a Person known by the receiving Party to be bound by an obligation of secrecy to the disclosing Party; or

14.2.4  is independently developed by the receiving Party without reference to the Confidential Information.

14.3 Permitted Disclosure and Use: Clause 14.1 shall not prohibit disclosure or use of any information if and to the extent that:

14.3.1  the disclosure or use is required by law or by any securities exchange or regulatory or governmental body having jurisdiction over the receiving Party or its Affiliates, whether or not the requirement has the force of law;

14.3.2  the disclosure or use is required to vest the full benefit of this Agreement or any other Transaction Document in the receiving Party, as the case may be;

14.3.3  the disclosure or use is required for the purpose of any judicial arbitration or other similar proceedings arising out of this Agreement or any other Transaction Document, the disclosure is reasonably required to be made to a taxing or other authority competent to impose any liability in respect of any and all applicable taxes (“Taxation”) or responsible for the administration and/or collection of taxation or enforcement of any tax laws (“Tax Authority”) in connection with the Taxation affairs of the receiving Party or the disclosure is reasonably required for the purpose of preparing any statutory accounts of the receiving Party;

14.3.4  the disclosure is made to the Affiliates of the receiving Party, or to the officers, employees, agents and professional and other advisers of the receiving Party or its Affiliates, where such Person has a business-related need to have access to or use the Confidential

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Information on terms that such Person undertakes to comply with the provisions of Clause 14.1 in respect of such information as if they were a party to this Agreement and the Party disclosing such information to such Person shall be liable for any breach of this Clause 14 by such person;

14.3.5  the disclosure is made by the Investor to the respective stockholders, limited partners, members or other owners of the Investor or any of its Affiliates, as the case may be, regarding the general status of its investment in the Issuer;

14.3.6  the disclosure is made by the Investor to persons reasonably determined by the Investor to be potential stockholders, limited partners, or members of other investor in the Investor in any media, including in connection with any marketing materials distributed for or on behalf of the Investor or any of its Affiliates, regarding the general status of its investment in the Issuer, including the name of the Issuer and other Group Companies, and a description of the business conducted by the Issuer and other Group Companies and the actual or estimated return on investment realised by the Investor resulting from or relating to its investment in the Issuer;

14.3.7  the disclosure is made by the Investor to persons reasonably determined by the Investor to be potential transferees of the Bonds, Warrants, Conversion Shares or Exercise Shares, whether in whole or in part, in respect of information reasonably required for the purpose of evaluating the Bonds, Warrants, Conversion Shares or Exercise Shares to be transferred, including in connection with the business, liabilities and financial position of the Issuer and the other Group Companies; or

14.3.8  the disclosing Party has given prior written approval to the disclosure or use,

provided that prior to disclosure or use of any information pursuant to Clause 14.3.3 (except in the case of disclosure to a Tax Authority), to the extent permitted by law and without compromising any privileges, the receiving Party shall give reasonable prior written notice to the disclosing Party (including a copy of any relevant written request which may exist) and the information is disclosed in a manner that is designed to preserve its confidential nature. If on the receipt of such a notice a Party wishes to take action to oppose or limit such potential disclosure or seek a protective order in respect of the information required to be disclosed, it may do so at its own cost and the receiving Party shall provide it with any reasonable assistance required.

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15 Governing Law and Jurisdiction

15.1 Governing law: This Agreement, as to which time shall be of the essence, shall be governed by and construed in accordance with Hong Kong laws.

15.2 Jurisdiction:

15.2.1  The courts of the Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of the Investor and shall not limit the right of the Investor to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

15.2.2  The Issuer agrees that the process by which any Proceedings in Hong Kong are begun may be served on it by being delivered to it at its principal place of business in Hong Kong, currently at Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. If the Issuer ceases to have an agent to accept service of process in Hong Kong, it shall forthwith appoint a further agent in Hong Kong to accept service of process on its behalf in Hong Kong and notify the Investor of such appointment, and, failing such appointment within fifteen days, the Investor shall be entitled to appoint such an agent by notice to the Issuer. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

16 Variation

No variation of this Agreement shall be effective unless approved by the Investor in writing.

17 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

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This Agreement has been entered into on the date stated at the beginning.

China Metro-Rural Holdings Limited
By	/s/ Sio Kam Seng
Name:	Sio Kam Seng
Title:	Chairman

Willis Plus Limited
By	/s/ Cheng Chung Hing
Name:	Cheng Chung Hing
Title:	Chairman

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SCHEDULE 1

TERMS AND CONDITIONS

32

SCHEDULE 2

WARRANT INSTRUMENT

33

SCHEDULE 3

REGISTRATION RIGHTS AGREEMENT

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SCHEDULE 4

SUBSIDIARY GUARANTORS

	Name (English) [Place of incorporation, Company Registration Number]	Name (Chinese) (if any)
1	M.S. Electronic Emporium Limited [BVI 294895]	N/A
2	China Metro-Rural Limited [BVI 1573197]	N/A
3	China Metro-Rural Exchange Limited [Hong Kong: 0956841]
4	China Metro-Rural Development Limited [Hong Kong: 1448597]
5	China Focus City (H.K.) Holdings Limited [Hong Kong: 1586144]

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SCHEDULE 5

SUBSIDIARY GUARANTEE

36

EX-99.3

Exhibit 99.3

[ISSUER CONVERTIBLE BOND]

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

DEFINITIVE CERTIFICATE

FOR THE CONVERTIBLE BONDS

AMOUNT: US$60,000,000 CERTIFICATE NUMBER: 001

CHINA METRO-RURAL HOLDINGS LIMITED

(incorporated in the British Virgin Islands with limited liability)

US$60,000,000

14 per cent. Guaranteed Secured Convertible Bonds due 2017 convertible into the ordinary shares of

China Metro-Rural Holdings Limited

The Bond or Bonds in respect of which this Certificate is issued are in registered form, without coupons attached and form part of a series designated as specified in the title (the “Bonds”) of China Metro-Rural Holdings Limited (the “Issuer”) unconditionally and irrevocably guaranteed initially by M.S. Electronic Emporium Limited, China Metro-Rural Limited, China Metro-Rural Exchange Limited, China Metro-Rural Development Limited and China Focus City (H.K.) Holdings Limited (collectively, the “Subsidiary Guarantors”). The Bonds in respect of which this Certificate is issued are subject to, and have the benefit of, the terms and conditions (the “Conditions”) set out on the reverse hereof, and the deed of guarantee dated [•] 2012 executed by the Subsidiary Guarantors, all of which shall be binding on the Issuer, the Subsidiary Guarantors, the Bondholders and all persons claiming through them respectively.

The Issuer hereby certifies that WILLIS PLUS LIMITED is, at the date hereof, entered in the register of Bondholders as the holder of Bonds in the principal amount of US$60,000,000 (Sixty million United States dollars). For value received, the Issuer promises to pay the person who appears at the relevant time on the register of Bondholders as holder of the Bonds in respect of which this Certificate is issued such amount or amounts as shall become due in respect of such Bonds and otherwise to comply with the Conditions.

The Bonds constitute direct, unsubordinated, unconditional and secured obligations of the Issuer. The Bonds in respect of which this Certificate is issued are convertible into fully-paid ordinary shares with a current par value of US$0.001 each of the Issuer subject to and in accordance with the Conditions. The Issuer covenants, and the Subsidiary Guarantors have covenanted, with the holders of the Bonds and each of them to duly perform and observe the obligations on each of their respective parts contained in the Bonds with the intent that the Bonds shall enure for the benefit of all holders of the Bonds, each of whom may sue on its own behalf for the performance or observance of the provisions of the Bonds.

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This Certificate is evidence of entitlement only. Title to the Bonds passes only on due registration on the register of Bondholders and only the duly registered holder is entitled to payments on Bonds in respect of which this Certificate is issued.

This Certificate shall not be valid for any purpose until executed by the Issuer and authenticated by the Registrar.

The Bonds in respect of which this Certificate is issued shall be cancelled upon conversion, redemption or repayment of the Bonds in accordance with the Conditions.

This Certificate, is governed by, and shall be construed in accordance with, Hong Kong law.

2

In witness whereof the Issuer has caused this Certificate to be executed as a deed poll.

THIS DEED is delivered on                          2012.

The COMMON SEAL of	)
CHINA METRO-RURAL HOLDINGS LIMITED	)
was affixed in the presence of:	)

Certificate of Authentication

Certified that the above-named holder is at the date hereof entered into the register of Bondholders as holder of the above mentioned aggregate principal amount of the Bonds and with the above mentioned identification numbers.

BUTTERFIELD FULCRUM GROUP (CAYMAN) LIMITED as Registrar

By:

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TERMS AND CONDITIONS

The issue of the US$60,000,000 aggregate principal amount of 14 per cent. Guaranteed Secured Convertible Bonds due 2017 (the “Bonds”) of China Metro-Rural Holdings Limited (the “Issuer”) on [•] 2012 (the “Issue Date”) and the right of conversion into Shares was authorised by resolutions of the board of directors of the Issuer on 17 July 2012. The Bonds are jointly and severally guaranteed by the Subsidiary Guarantors. The giving of the Guarantee was authorised by a resolution of the board of directors of each Subsidiary Guarantor passed on [•] 2012. The Bondholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of these terms and condition (these “Conditions”). Unless otherwise specified, capitalised terms used in these Conditions have the meanings specified in Condition 18.

1 STATUS AND GUARANTEE

(A) Status

The Bonds constitute direct, unsubordinated, unconditional and secured obligations of the Issuer. The Bonds are secured in the manner set out in Condition 4 and shall at all times rank pari passu and without any preference or priority among themselves. ..

The Bonds will have the benefit of the security described in Condition 4 as security for the Secured Obligations.

(B) Guarantee

The Subsidiary Guarantors have on a joint and several basis unconditionally and irrevocably guaranteed (and each Future Subsidiary Guarantor (as defined in Condition 1(C)) will unconditionally and irrevocably guarantee) the due payment of all sums expressed to be payable by the Issuer under the Bonds and the performance of all obligations of the Issuer under the Transaction Documents. Each Subsidiary Guarantor’s obligations in this respect (the “Guarantee”) are contained in the Subsidiary Deed of Guarantee. The obligations of the Subsidiary Guarantors under the Guarantee shall, subject to the provisions of Condition 4(D), rank at least pari passu in priority of payment, with all their other respective present and future direct, unconditional, unsubordinated and unsecured obligations, except any obligation preferred by mandatory provisions of law. The initial Subsidiary Guarantors as of the Issue Date are M.S. Electronic Emporium Limited, China Metro-Rural Limited, China Metro-Rural Exchange Limited, China Metro-Rural Development Limited and China Focus City (H.K.) Holdings Limited.

(C) Future Subsidiary Guarantors

After the Issue Date, the Issuer will cause each of its future Subsidiaries not incorporated in the PRC (the “Relevant Subsidiaries”) to, as soon as practicable upon becoming a Relevant Subsidiary and at the Issuer’s expense, (i) execute and deliver to the Bondholders (x) a deed supplemental to the Subsidiary Deed of Guarantee in accordance with the terms of the Subsidiary Deed of Guarantee, pursuant to which such Relevant Subsidiary will, jointly and severally with the existing Subsidiary Guarantors, guarantee the due payment of all sums expressed to be payable by the Issuer under the Bonds and the performance of all obligations of the Issuer under the Transaction Documents and (y) a legal opinion from a law firm of international repute opining on the execution and delivery and the legality, validity and enforceability of such supplemental deed to the Subsidiary Deed of Guarantee and any other applicable documents pursuant to the Subsidiary Deed of Guarantee and (ii) comply with any other requirements for the purpose of providing a legal, valid and enforceable guarantee. Each Relevant Subsidiary of the Issuer that guarantees the Bonds after the Issue Date is referred to as a “Future Subsidiary Guarantor” and, upon execution of such a supplement to the Subsidiary Deed of Guarantee, will be a “Subsidiary Guarantor”.

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(D) Release of Guarantee

A Subsidiary Guarantor may be released from the Subsidiary Guarantee on the occurrence of the following events:

(i) upon repayment of the Bonds and final and irrevocable discharge and performance of all obligations under the Transaction Documents in full; or

(ii) as provided in the Subsidiary Deed of Guarantee; or

(iii) upon approval by a resolution of the Majority Bondholders.

2 FORM, DENOMINATION AND TITLE

(A) Form and Denomination

The Bonds are issued in registered form, without coupons attached, in the denomination of US$100,000 each and integral multiples thereof (an “Authorised Denomination”). A bond certificate (each a “Certificate”) will be issued to each Bondholder in respect of its registered holding of Bonds. Each Certificate will be numbered serially with a certificate number which will be recorded on the relevant Certificate and in the register of Bondholders (the “Register”) which the Issuer will procure to be kept by the Registrar in accordance with Condition 3(A).

(B) Title

Title to the Bonds will pass only by transfer and registration in the Register as described in Condition 3. The holder of any Bond will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, “Bondholder” and (in relation to a Bond) “holder” means the person in whose name a Bond is registered.

3 TRANSFERS OF BONDS; ISSUE OF CERTIFICATES

(A) Register

The Issuer will cause the Register to be kept by Butterfield Fulcrum Group (Cayman) Limited (the “Registrar”) at its specified office outside of Hong Kong and the United Kingdom (currently at Butterfield House, 68 Fort Street, PO Box 609, Grand Cayman KY1-1107, Cayman Islands, and, upon any change to such Registrar or its specified office, the Issuer shall promptly give notice in writing to the Bondholders in accordance with Condition 15 and the term “Registrar” and the “specified office” in respect of the Registrar shall be construed accordingly) on which shall be entered in respect of each holder: (a) its name and address; (b) the details of its registered account (as referred to in Condition 7(B)); (c) the telephone and facsimile numbers of the relevant contact persons for such holder; (d) the names of its authorised signatories; and (e) the particulars of the Bonds held by it and the details of all transfers of the Bonds. A Bondholder may change such details by notice to the Issuer. Each Bondholder shall be entitled to receive only one Certificate in respect of its entire holding of Bonds.

The Issuer shall, if so requested by the Bondholder, make available the Register for inspection by any Bondholder at the Issuer’s specified office at all reasonable times, and will permit a Bondholder to take a copy of the same.

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For the purposes of these Conditions, “outstanding” means, in relation to the Bonds, all the Bonds issued except (a) those which have been redeemed in accordance with these Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including any premium (if any) and any interest payable under these Conditions after the relevant redemption date) are held by the Issuer and remain available for payment following surrender of Certificates in respect of Bonds, (c) those in respect of which claims have become prescribed under Condition 11, (d) those which have been purchased and cancelled as provided in these Conditions, (e) those in respect of which the Conversion Right has been duly exercised and discharged (and, for the avoidance of doubt, a Bond in respect of which a Conversion Date has occurred shall be deemed to remain outstanding until the Conversion Right has been satisfied and discharged even if the holder is removed from the Register during the conversion process) and (f) those mutilated, destroyed or defaced Certificates in respect of the Bonds which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 14; provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Bondholders and (2) determining how many Bonds are outstanding for the purposes of Conditions 10, 12 and 13 and Exhibit E those Bonds which are directly or indirectly held by or on behalf of the Issuer or any of the Issuer’s Subsidiaries and not yet cancelled shall be deemed not to remain outstanding.

(B) Transfer

Subject to Conditions 3(E) and 3(F), the Bonds are freely transferable and any transfer of a Bond may be effected in an Authorised Denomination by delivery of the Certificate issued in respect of that Bond, with the form of transfer in the form set out in Exhibit A (the “Form of Transfer”) duly completed and signed by the transferor or its attorney duly authorised in writing, to the specified office of the Issuer (currently at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong and, upon any change to its specified office, the Issuer shall promptly give notice in writing to the Bondholders in accordance with Condition 15 and the “specified office” in respect of the Issuer shall be construed accordingly). The Registrar shall promptly register such transfer outside of Hong Kong and the United Kingdom upon compliance with the foregoing provision. No transfer of a Bond will be valid unless and until entered on the Register. A Bond may be registered only in the name of, and transferred only to, a named person (or persons, not exceeding two in number).

(C) Delivery of New Certificates

Each new Certificate to be issued upon a transfer or conversion of Bonds will, within five Business Days of receipt by the Issuer of the original Certificate and the Form of Transfer duly completed and signed, be issued at the specified office of the Registrar and made available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, be mailed by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder and at the Issuer’s expense) to the address specified in the Form of Transfer.

Where only some of the Bonds in respect of which a Certificate is issued are to be transferred, converted, redeemed or repurchased, a new Certificate in respect of the Bonds not so transferred, converted, redeemed or repurchased will, within five Business Days of delivery of the original Certificate to the Issuer, be issued at the specified office of the Registrar and made available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, be mailed by uninsured mail at the risk of the holder of the Bonds not so transferred, converted, redeemed or repurchased (but free of charge to the holder and at the Issuer’s expense) to the address of such holder appearing on the Register.

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(D) Formalities Free of Charge

Registration of a transfer of Bonds and issuance of new Certificates will be effected without charge by the Issuer, but subject to payment (or the giving of such indemnity as the Issuer or Registrar may reasonably require) in respect of any tax, duties or other governmental charges which may be imposed in relation to such transfer, and the Issuer and Registrar being reasonably satisfied that the regulations concerning transfers of Bonds have been complied with.

(E) Closed Periods

No Bondholder may require the transfer of a Bond to be registered: (i) during the period of seven days ending on (and including) the dates for payment of any principal pursuant to these Conditions; or (ii) after a Conversion Notice has been delivered with respect to a Bond; or (iii) after a Put Exercise Notice has been delivered with respect to a Bond pursuant to Condition 8(B); or (iv) during the period of seven days ending on (and including) an Interest Payment Date. Each such period is a “Closed Period”.

(F) Regulations

All transfers of Bonds and entries on the Register will be made subject to the detailed regulations concerning transfer of Bonds scheduled to this Certificate as Exhibit D. A copy of the current regulations will be mailed (free of charge and at the expense of the Issuer) by the Issuer to any Bondholder upon request.

(G) Definitions

For the purposes of this Condition 3 and Exhibit D, “Business Day” shall mean a day (other than a Saturday or Sunday) on which commercial banks are open for business in the city in which the specified office of the Registrar is located and the city in which the specified office of the Issuer is located.

4 SECURITY, NEGATIVE PLEDGE AND OTHER COVENANTS

(A) Security

As at the Issue Date, the Secured Obligations are secured on a pari passu basis in accordance with, and subject to, the terms of the Security Documents as follows:

(i) a first priority fixed charge on all of the Capital Stock of M.S. Electronic Emporium Limited now and thereafter owned by the Issuer and in respect of its rights, benefit and title over such Capital Stock and all dividends and other income and distributions relating thereto, as substituted, amended and supplemented from time to time;

(ii) a first priority fixed charge on all of the Capital Stock of China Metro-Rural Limited now and thereafter owned by the Issuer and in respect of its rights, benefit and title over such Capital Stock and all dividends and other income and distributions relating thereto, as substituted, amended and supplemented from time to time; and

(iii) a first priority fixed charge on all of the Capital Stock of (a) China Metro-Rural Exchange Limited, (b) China Metro-Rural Development Limited and (c) China Focus City (H.K.) Holdings Limited now and thereafter owned by China Metro-Rural Limited and in respect of its rights, benefit and title over such Capital Stock and all dividends and other income and distributions relating thereto, as substituted, amended and supplemented from time to time.

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The first priority Security Interests as created over the Collateral under the Security Documents are held for the benefit of the Bondholders pursuant to the terms of the Security Documents.

Each of the Chargors has undertaken that the Collateral shall at all times be, among others, in respect of all of the Capital Stock held by it in the relevant company. Each of the Chargors has undertaken in the relevant Security Document that if there is any event which changes the number of Capital Stock comprising the Collateral (including but not limited to any sub-division, re-organisation, rights issue, bonus issue or other issues of Capital Stock), it shall ensure that all of the Capital Stock held by it in the relevant company remains charged pursuant to the Security Documents. Each of the Chargors will charge in favour of the Bondholders, as a first priority security interest, all additional Capital Stock in the relevant company it may hold or become entitled to hereafter.

So long as no Event of Default has occurred, and subject to the terms of the Security Documents, the Chargors will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of the Capital Stock constituting the Collateral.

The Issuer shall, and shall cause the other Chargors to, execute, file and register such additional documents, instruments, agreements, certificates, assurances and do all such other acts and things (including the payment of all fees, costs and charges) necessary or desirable to effect the delivery, filing and registration of the Security Documents and for the perfection of the Security Interests granted pursuant to the Security Documents, including, without limitation, executing any transfer, conveyance, charge, mortgage, assignment or assurance of the charged shares or assets, making any registration and giving any notice, order or direction, in each case as soon as reasonably practicable and in any event no later than the applicable prescribed statutory time limits.

In addition, the Issuer shall, for the benefit of the Bondholders, cause each Subsidiary Guarantor to charge and, if applicable, charge (in respect of any Capital Stock owned by it) the Capital Stock of any Person that becomes a Subsidiary Guarantor after the Issue Date and which is directly owned by the Issuer or such Subsidiary Guarantor (as applicable), promptly and in any event within 30 days after such Person becomes a Subsidiary Guarantor, to secure, on a pari passu basis, the Secured Obligations. Each Subsidiary Guarantor that shall charge Capital Stock of such Person that becomes a Subsidiary Guarantor after the Issue Date is referred to as a “Future Subsidiary Guarantor Chargor” and, upon giving such charge, shall be a “Subsidiary Guarantor Chargor”.

(B) Enforcement of Security Interests

The first priority Security Interests over the Collateral securing the Secured Obligations are granted to the Bondholders.

The Security Documents provide that, at any time while the Bonds are outstanding, the Bondholders shall have the exclusive right to manage, perform and enforce the terms of the Security Documents relating to the Collateral and to exercise and enforce all privileges, rights and remedies thereunder according to their direction, including to take or retake control or possession of such Collateral and to hold, prepare for sale, process, lease, dispose of or liquidate such Collateral, including, without limitation, following the occurrence of an Event of Default.

The Issuer irrevocably agrees and consents to (i) the creation of Security Interests by the Bondholder over its rights, title and interest present and future in and to the Bonds (including without limitation any Conversion Right arising out of the Bonds) and (ii) the enforcement of such Security Interests by the beneficiary thereof which may include the sale of the Bonds, the exercise of Conversion Rights pursuant to the Bonds and/or the sale of Shares.

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(C) Release of Security Interests

The Security Interests over the Collateral granted under the Security Documents may be released in certain circumstances, including:

(i) the date of final and irrevocable discharge and performance of the Secured Obligations in full; or

(ii) as provided in each respective Security Document; or

(iii) upon approval by a resolution of the Majority Bondholders.

(D) Negative Pledge

So long as any Bond remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, create or have outstanding any further Security Interest (excluding Security Interests created pursuant to Condition 4(A) and/or any Permitted Security) upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Financial Indebtedness, or any guarantee or indemnity in respect of any Financial Indebtedness, without the prior approval by resolution of the Majority Bondholders.

(E) Financial Covenants

The Issuer undertakes that from the Issue Date and for so long as any Bonds are outstanding, it shall ensure:

(i) Consolidated Tangible Net Worth shall not be less than HK$1,253,000,000;

(ii) Consolidated EBIT shall not at any time be less than 2.50 times Consolidated Finance Charges; and

(iii) Consolidated Total Borrowings shall not at any time exceed 0.85 times Consolidated Tangible Net Worth.

The financial covenants set out in this Condition 4(E) shall be: (i) calculated and interpreted on a consolidated basis in accordance with IFRS and expressed in Hong Kong dollars; and (ii) tested by reference to the latest publicly available financial statements of the Group for each Relevant Period.

If any doubt shall arise as to the calculation of any of the financial covenants set out in this Condition 4(E) and following consultation between the Issuer, the Bondholders and an Independent Investment Bank, a written opinion of such Independent Investment Bank in respect thereof shall be conclusive and binding on the Issuer and the Bondholders, save in the case of manifest error.

The Issuer shall, promptly, and in any event no later than seven business days (at the place of the registered office of the Issuer), after the publication of such financial statements, deliver to the Bondholders in accordance with Condition 15 a certificate signed by two directors or other duly authorised officers of the Issuer on behalf of the Issuer which shall set out (in reasonable detail) computations as to compliance with the financial covenants in this Condition 4(E).

(F) Disposals

So long as any Bond remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any asset, unless such sale, lease, transfer or other disposal is:

(i) made in the ordinary and usual course of business of the Group;

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(ii) of assets in exchange for or to be replaced by other assets comparable or superior as to type, value and quality;

(iii) involving any Permitted Security;

(iv) to another member of the Group as part of an amalgamation, demerger, merger or corporate reconstruction not prohibited by Condition 4(K);

(v) involving the making of any dividend or any distribution which is permitted by Condition 4(G); or

(vi) where the higher of the Fair Market Value or consideration receivable (when aggregated with the higher of the Fair Market Value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (v) above of this definition) does not exceed RMB10,000,000 or its Equivalent Amount in aggregate for the Group in any financial year,

and provided that neither the Issuer nor any of its Subsidiaries enters into any sale, lease, transfer or other disposal of the Capital Stock of any of the Subsidiary Guarantors without the approval by resolution passed by the Majority Bondholders.

(G) Restricted Payments

So long as any Bond remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, directly or indirectly, without the approval by resolution passed by the Majority Bondholders:

(i) declare or pay any dividend or make any distribution on or with respect to any of the Issuer’s Subsidiaries’ Capital Stock held by Persons other than the Issuer or any of its wholly-owned Subsidiaries;

(ii) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of the Issuer or any of the Issuer’s Subsidiaries (including options, warrants or other rights to acquire such shares of Capital Stock but excluding these Bonds) held by any Persons other than the Issuer or any of its wholly-owned Subsidiaries; or

(iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Financial Indebtedness that is subordinated in right of payment to the Bonds (excluding any intercompany Financial Indebtedness between or among the Issuer and any of its wholly-owned Subsidiaries),

the payments or any other actions described in Conditions (4)(G)(i) to (4)(G)(iii) (both inclusive) above being collectively referred to as “Restricted Payments”.

The foregoing provision shall not be violated by reason of:

(a) the payment of any dividend or redemption of any Capital Stock within 60 days after the related date of declaration or call for redemption if, at said date of declaration or call for redemption, such payment or redemption has been approved by a resolution of the Majority Bondholders;

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(b) the redemption, repurchase, defeasance or other acquisition or retirement for value of Financial Indebtedness of the Issuer with the net proceeds of, or in exchange for, a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(c) the redemption, repurchase or other acquisition of Capital Stock of the Issuer (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the net proceeds of a substantially concurrent capital contribution or a substantially concurrent sale (other than to a member of the Group) of, shares of Capital Stock of the Issuer (or options, warrants or other rights to acquire such Capital Stock); or

(d) (in respect of any non-wholly-owned Subsidiary of the Issuer) the payment of any dividends or distribution declared, paid or made by such non-wholly-owned Subsidiary payable, on a pro rata basis or on a basis more favourable to any other member of the Group than to all other holders of any class of Capital Stock of such non-wholly-owned Subsidiary,

provided that, in the case of clause (b) or (c) of the preceding paragraph, no Event of Default shall have occurred or would occur as a consequence of the actions or payments set forth therein.

(H) Financial Indebtedness

So long as any Bond remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, incur or allow to remain outstanding any Financial Indebtedness, unless such Financial Indebtedness (i) the incurrence of which would not result in a breach of the financial covenants under Condition 4(E) or (ii) has otherwise been approved by resolution passed by the Majority Bondholders.

(I) Acquisitions

So long as any Bond remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, acquire a company or any Capital Stock or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company unless (i) where the higher of the Fair Market Value of, or consideration payable for, such acquisition or incorporation (when aggregated with the higher of the Fair Market Value of, or consideration payable for, any other such acquisition or incorporation) does not exceed RMB10,000,000 or its Equivalent Amount in aggregate for the Group in any financial year; (ii) the acquisition of property holding companies or formation of special purpose vehicles for the purpose of acquiring property interests in the ordinary and usual course of business of the Group or (iii) as otherwise approved by a resolution of the Majority Bondholders.

(J) Affiliate Transactions

So long as any Bond remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, enter into any transaction or series of related transactions, whether or not in the ordinary course of trading, with any Affiliate of the Group, other than (i) on terms and conditions substantially as favourable to the Issuer or such Subsidiary, as the case may be, as could be obtainable by the Issuer or such Subsidiary, as the case may be, at the time in a comparable arm’s-length transaction with a person other than an Affiliate of the Group, (ii) where the higher of the Fair Market Value of, or consideration payable for, or receivable in respect of, such transaction (when aggregated with the higher of the Fair Market Value or consideration payable or receivable for any other transactions) does not exceed RMB10,000,000 or its Equivalent Amount in aggregate for the Group in any financial year, (iii) transactions between members of the Group, (iv) transactions which have been publicly disclosed prior to the Issue Date, (v) in connection with the Transaction Documents, or (vi) as otherwise approved by a resolution of the Majority Bondholders.

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(K) Merger

So long as any Bond remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, enter into any amalgamation, demerger, merger or corporate reconstruction except (i) with one or more members of the Group (other than the Issuer) on a solvent basis or on terms as otherwise approved by a resolution of the Majority Bondholders, or (ii) where the higher of the fair market value of the assets which are the subject of, or consideration payable in respect of, such amalgamation, demerger, merger or corporate reconstruction does not exceed RMB10,000,000 or its Equivalent Amount in aggregate for the Group in any financial year.

(L) Business Activities

So long as any Bond remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, directly or indirectly engage in any business other than (i) its Ordinary Course of Business or (ii) as otherwise approved by a resolution of the Majority Bondholders.

(M) Reorganisation

Notwithstanding any other provision herein, in the case of a voluntary delisting of the Issuer from the NYSE MKT and/or proposed listing of the Issuer or any Affiliate on any Relevant Stock Exchange, the Issuer shall be permitted to undertake and effect any transfer, reorganisation or disposal of, or any other change to, the holding structure, assets or undertakings of the business which is necessary or required for the purposes of an initial public offering of the Issuer including without limitation use of an entity other than the Issuer as a listing vehicle, provided that if any listing vehicle other than the Issuer is used in respect of any initial public offering of all or a substantial part of the Issuer’s business, the Issuer shall ensure that the Bonds are, at the cost of the Issuer, substituted for, or replaced with, equivalent securities issued by such other listing vehicle with equivalent securities and guarantees, on substantially the same terms such that the economic and/or investment rights and benefits of the Bondholders under the Bonds shall be substantially preserved.

(N) Information Rights

So long as any Bond remains outstanding, the Issuer will deliver (at the Issuer’s expense) to the Bondholders in accordance with Condition 15:

(i) as soon as practicable after being so issued, any information issued to shareholders of the Issuer pursuant to the listing rules of the Relevant Stock Exchange, including, without limitation, every statement of income, balance sheet and cash flow statement;

(ii) within 14 days after the audited or unaudited financial statements of the Issuer are made available to the Issuer’s shareholders and also within 14 days after any request by any Bondholder, it will send to the Bondholders a certificate signed by two directors of the Issuer confirming (a) no Event of Default had occurred since the date of the last such certificate (or, if none, the Issue Date) or, if a Event of Default had occurred, giving details of it and (b) those Subsidiaries of the Issuer which as at the last day of the immediately preceding financial year of the Issuer, or as at the date specified in such request, were its Subsidiary Guarantors, and such certificate shall, in the absence of manifest error, be conclusive and binding on the Issuer and the Bondholders;

(iii) promptly, any notice, statement or circular issued to the members or creditors (or any class of them) of the Issuer generally in their capacity as such;

(iv) subject to applicable law (including US securities law) grant the Majority Bondholders and their representatives and agents full access to the directors, auditors, senior management personnel and the employees of the Issuer and all other Group Companies for discussions of all such information in connection with the Issuer or any other Group Company;

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(v) subject to applicable law (including US securities law) provide, and shall procure each other Group Company to provide, by such dates as may be required by the Bondholders or their representatives or agents, with any information requested by the Bondholders, or their representatives or agents from time to time to enable the Bondholders to prepare accounts and to satisfy any Taxation or accounting requirements; and

(vi) subject to applicable law (including US securities law), such other information in relation to the Issuer or the Group as any Bondholder should reasonably request.

(O) Use of Proceeds

The Issuer shall use the net proceeds from the issue of the Bonds for general working capital purposes of the Issuer, provided that neither the Issuer nor any other Group Company shall knowingly use, directly or indirectly, the proceeds of the Bonds hereunder, or knowingly lend, contribute or otherwise make available such proceeds to any other Group Company, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or any Sanctions.

(P) Approvals and Filing

Subject to the Registration Rights Agreement, the Issuer shall use its best endeavours to obtain all approvals and consents and shall promptly make all notifications, registrations and filings as may from time to time be required on the part of the Issuer in relation to the Bonds and the Conversion Shares.

(Q) Compliance with Laws

The Issuer shall, and shall procure its employees and agents (in the course of discharging their respective duties) to, comply with all applicable laws and regulations, including applicable anti-corruption laws and anti-money laundering and anti-terrorism laws and regulations.

(R) Conduct of Business

The Issuer shall at all times conduct its business (and shall procure that its employees and agents conduct their business) in a manner that complies with all laws, rules and regulations applicable to it and, without limitation will:

(i) refrain from taking any action that would result in a violation of any economic sanction imposed by any rule, regulation or statute of the United States, including without limitation, those administered by OFAC, including any action with respect to any “Specially Designated Nationals and Blocked Persons”, the list of which can be found at: http://www.treasury.gov/ofac/downloads/t11sdn.pdf;

(ii) refrain from offering, promising to pay, or authorising the payment of any money, or offering, giving, promising to give or authorising the giving of anything of value to any officer, employee or any other person acting in an official capacity for any government or any department, agency or instrumentality thereof, including any entity or enterprise owned or controlled by a government, or for any public international organisation, to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any person knowing or being aware of a high probability that all or a portion of such money or thing of value will be unlawfully offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

(a) influencing any act or decision of such Government Official in his official capacity;

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(b) inducing such Government Official to do or omit to do any act in violation of his lawful duty;

(c) securing any improper advantage;

(d) inducing such Government Official to influence or affect any act or decisions of any entity or enterprise owned or controlled by a government; or

(e) assisting the Issuer or any other Group Company in obtaining or retaining business for or with, or directing business to the Issuer or any of its subsidiaries.

(S) Form D and Blue Sky Laws

The Issuer shall file a Form D as required under the applicable requirements Regulation D with respect to the Bonds and the Conversion Shares and shall provide a copy thereof to the Bondholders promptly after such filing. The Issuer shall make all filings and reports relating to the offer and sale of the Bonds and the Conversion Shares required under applicable securities or blue sky laws of the states of the United States following the date of issue of the Bonds.

(T) Form F-3 Eligibility and Reporting Status

Until the date on which the Bondholders shall have sold all the Conversion Shares and none of the Bonds is outstanding:

(i) for so long as the Shares are listed on NYSE MKT and except in the circumstances referred to in Condition 6(F)(1)(vii), the Issuer shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and shall take all actions necessary to maintain its eligibility to register the Conversion Shares for resale by the Investor on Form F-3 of the Securities Act, which are contemplated in the Registration Rights Agreement); and

(ii) for so long as the Shares are listed on a Relevant Stock Exchange, the Issuer shall timely comply with all filing and reporting requirements and take all actions necessary to maintain its eligibility to register the Shares issuable under the Bonds and the Warrants, for resale under relevant regulations.

(U) No Underwritten Sale of Shares

Each Bondholder undertakes with the Issuer that it will not sell or otherwise dispose of interests in the Shares issued upon conversion of the Bonds by way of an underwritten offering or similar arrangement (within the meaning of the Securities Act) and shall procure that (a) any transferee of the Bonds or Shares will provide undertakings of the same to the Issuer, and (b) each subsequent transferor of those Bonds or Shares will procure that each transferee to which it transfers Bonds or Shares will provide undertakings of the same to the Issuer.

5 INTEREST AND PIK PAYMENTS

(A) Interest

The Bonds bear interest from and including the Issue Date at the rate of 14 per cent. per annum of the principal amount of the Bonds. Interest is payable semi-annually in arrear on [•] and [•] in each year (each an “Interest Payment Date”) commencing on [•] 2012.

Notwithstanding the above, any accrued but unpaid interest up to the Conversion Date in relation to any Bonds being converted will be payable in arrear on the Conversion Date.

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Each Bond will cease to bear interest where such Bond is converted pursuant to Condition 6, redeemed or repaid pursuant to Condition 8 or Condition 10, from the due date for conversion (being the Conversion Date), redemption or repayment thereof unless, upon due presentation thereof, payment of the full amount due is improperly withheld or refused or default is otherwise made in respect of any such payment.

If interest is required to be calculated for a period of less than one year, it will be calculated on the basis of a 360-day year consisting of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

Interest payable under this Condition 5 will be paid in accordance with Condition 7.

(B) PIK Payments

On the Option Put Date, the Maturity Date or any other date of repayment or redemption of the Bonds, the Issuer shall pay a premium on the principal amount of the Bonds so redeemed equal to the aggregate of the following amounts (collectively, the “PIK Payment”):

(a) an amount representing interest accrued, from [•] of each year to [•] of the immediately following year or, if earlier, the relevant date of redemption or repayment, at the rate of 7 per cent. per annum of the principal amount of the Bonds outstanding. Such amount shall be deemed to be incurred (and cease to accrue interest at the aforesaid rate under this Condition 5(B)(a)) on an annual basis on each anniversary of the Issue Date (each a “PIK Principal Portion”); and

(b) each PIK Principal Portion shall bear interest from the relevant anniversary of the Issue Date on which the relevant PIK Principal Portion is incurred to the relevant date of redemption or repayment of the Bonds at the rate of 21 per cent. per annum compounding on an annual basis.

Any accrued but unpaid PIK Payment will be forgone where the Bonds are converted pursuant to Condition 6.

If premium is required to be calculated for a period of less than one year, it will be calculated on the basis of a 360-day year consisting of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

For the avoidance of doubt, the PIK Payment or any component thereof shall be treated hereunder as a premium on the principal amount of the Bonds, and not interest.

(C) Default

Subject always to Condition 7(F), in such event, interest will continue to accrue on any unpaid sum (including any PIK Payment) in respect of which payment is improperly withheld or default otherwise occurs, at the rate of 3.0 per cent. above the aggregate effective rate of interest set out in Conditions 5(A) and 5(B)(a) (such aggregate effective rate of interest, being 21% per annum) (both before and after judgment) and compounding on a monthly basis, up to but excluding the date on which all sums due in respect of any Bond are received by or on behalf of the relevant holder.

6 CONVERSION

(A) Conversion Right

(i) Conversion Period: Subject as provided in these Conditions, each Bond shall entitle the holder to convert such Bond into Shares credited as fully paid at any time during the Conversion Period referred to below (the “Conversion Right”), provided that, notwithstanding any other provision to the contrary, the Conversion Rights may only be exercised by all of the holders in one single exercise in respect of all the Bonds then outstanding on the same Conversion Date.

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Subject to and upon compliance with these Conditions, the Conversion Right in respect of a Bond may be exercised, at the option of the holder thereof, at any time after the first anniversary of the Issue Date up to the close of business (at the specified office of the Issuer) on the seventh day prior to the Maturity Date (but, except as provided in Condition 6(A)(iv) and Condition 10(B), in no event thereafter) or, if such Bond shall have been called for redemption by the Issuer prior to the Maturity Date, then up to the close of business (at the place aforesaid) on a date no less than seven days (at the place aforesaid) prior to the date fixed for redemption thereof (the “Conversion Period”).

A Conversion Right may not be exercised in respect of the Bonds where (a) a holder shall have exercised its right to require the Issuer to redeem or repurchase such Bond pursuant to Condition 8(B) or (b) except as provided in Condition 6(A)(iv) and Condition 10(B), in each case following the giving of notice by the Majority Bondholders pursuant to Condition 10.

The number of Shares to be issued on exercise of a Conversion Right will be determined by dividing the principal amount of the Bonds to be converted by the Conversion Price in effect on the relevant Conversion Date. A Conversion Right may only be exercised in respect of one or more Bonds. If more than one Bond held by the same holder is converted at any one time by the same holder, the number of Shares to be issued upon such conversion will be calculated on the basis of the aggregate principal amount of the Bonds to be converted.

(ii) Fractions of Shares: Fractions of Shares will not be issued on exercise of a Conversion Right and no cash payment or other adjustment will be made in lieu thereof. However, if the Conversion Right in respect of more than one Bond is exercised at any one time such that Shares to be issued on conversion are to be registered in the same name, the number of such Shares to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Bonds being so converted and rounded down to the nearest whole number of Shares. Notwithstanding the foregoing, in the event of a consolidation or re-classification of Shares by operation of law or otherwise occurring after [SIGNING DATE] 2012 which reduces the number of Shares outstanding and results in an adjustment to the Conversion Price pursuant to these Conditions, the Issuer will upon conversion of Bonds pay in cash in US dollars a sum equal to such portion of the principal amount of the Bond or Bonds evidenced by the Certificate deposited in connection with the exercise of Conversion Rights, aggregated as provided in Condition 6(A)(i), as corresponds to any fraction of a Share not issued as a result of such consolidation or re-classification aforesaid if such sum exceeds US$10. Any such sum shall be paid not later than five Stock Exchange Business Days after the relevant Conversion Date by transfer to a US dollar account maintained by the payee with, a bank in Hong Kong or New York City, in accordance with instructions given by the relevant Bondholder in the Conversion Notice.

(iii) Conversion Price: The price at which Shares will be issued upon conversion, as adjusted from time to time (the “Conversion Price”) will initially be US$1.0811 per Share, but will be subject to adjustment in the manner provided in Conditions 6(C) and 6(D).

(iv) Revival and/or survival after Event of Default: Notwithstanding the provisions of Condition 6(A)(i), if (a) the Issuer shall default in making payment in full in respect of any Bond which shall have been called for redemption on the date fixed for redemption thereof, (b) any Bond has become due and payable prior to the Maturity Date by reason of the occurrence of any of

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the Events of Default under Condition 10 (save for any order made or effective resolution passed for the winding-up or dissolution of the Issuer as set out in Condition 10(A)(vii)), or (c) any Bond is not redeemed on the Maturity Date in accordance with Condition 8(A), the Conversion Right attaching to such Bond will revive and/or will continue to be exercisable up to, and including, the close of business (at the place where the Certificate evidencing such Bond is deposited for conversion) on the date upon which the full amount of the moneys payable in respect of such Bond has been duly received by the Bondholders and notwithstanding the provisions of Condition 6(A)(i), any Bond in respect of which the Certificate and Conversion Notice are deposited for conversion prior to such date shall be converted on the relevant Conversion Date (as defined below) notwithstanding that the full amount of the moneys payable in respect of such Bond shall have been received by the Bondholder before such Conversion Date or that the Conversion Period may have expired before such Conversion Date but provided that arrangements satisfactory to the Issuer and the relevant Bondholder shall be reached concerning repayment of such funds.

(v) Meaning of “Shares”: As used in these Conditions, the expression “Shares” means ordinary shares of a par value as at the Issue Date of US$0.001 each of the Issuer or shares of any class or classes resulting from any subdivision, consolidation or re-classification of those shares, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Issuer.

(B) Conversion Procedure

(i) Conversion Notice: To exercise the Conversion Rights attaching to the Bonds, the holders thereof must complete, execute and deliver at their own expense between 9:00 a.m. and 3:00 p.m. (local time in the specified office of the Issuer) on any business day (in the place of the specified office of the Issuer) during the Conversion Period at the specified office of the Issuer a duly completed and signed notice of conversion (a “Conversion Notice”) in the form scheduled to this Certificate as Exhibit B, together with the relevant Certificates. Conversion Rights shall be exercised subject in each case to any applicable fiscal or other laws or regulations applicable in the jurisdiction in which the specified office of the Issuer is located.

If such delivery is made after 3:00 p.m. (local time in the specified office of the Issuer) on any business day (at the place of the specified office of the Issuer) during the Conversion Period, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such business day.

Conversion Rights may only be exercised in respect of an Authorised Denomination and no Conversion Right in respect of a Bond shall be deemed to have been exercised unless the Conversion Rights in respect of all other Bonds have been exercised together as well. The conversion date in respect of the Bonds (the “Conversion Date”) must fall at a time when the Conversion Rights attaching to the Bonds is expressed in these Conditions to be exercisable (subject to the provisions of Condition 6(A)(iv)) and will be deemed to be the Stock Exchange Business Day immediately following the date on which the Certificates in respect of all the Bonds then outstanding have been surrendered and the Conversion Notices in respect thereof have been delivered to the Issuer and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Rights.

A Conversion Notice once delivered shall be irrevocable and may not be withdrawn unless the Issuer consents in writing to such withdrawal, in which case the Conversion Right attaching to such Bond will revive and the Bond will remain outstanding.

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For the purpose of these Conditions:

“Stock Exchange Business Day” means any day (other than a Saturday or Sunday) on which the Relevant Stock Exchange, is open for business of dealing in securities,

“Relevant Stock Exchange” means at any time, in respect of the Shares, the NYSE MKT or if they are not at that time listed and traded on the NYSE MKT, such other internationally recognised stock exchange as agreed in writing by the Majority Bondholders.

(ii) Taxes etc.: A Bondholder exercising Conversion Rights must pay directly to the relevant authorities any Taxes arising on such exercise and conversion (other than any Taxes payable in the British Virgin Islands, Hong Kong and in the place of the Relevant Stock Exchange in respect of the deposit of Certificates for the conversion of Bonds, the allotment and issue and delivery of Shares following such deposit and the listing and admission to trading of such Shares on the Relevant Stock Exchange on conversion, which, in each case, shall be payable by the Issuer) and such Bondholder must pay all, if any, taxes arising by reference to the disposal or deemed disposal of a Bond in connection with such exercise and conversion (“Conversion Taxes”). The Issuer will pay all other expenses arising on the issue of Shares on conversion of Bonds (including all expenses in respect of the listing and admission to trading of such Shares on the Relevant Stock Exchange) and all charges of the share transfer agent for the Shares. The Bondholder (and, if applicable, the person other than the Bondholder to whom the Shares are to be issued) must provide the Issuer with written confirmation in the Conversion Notice of payment of the foregoing to the relevant tax authorities in settlement of Taxes and the Conversion Taxes payable by it pursuant to this Condition 6(B)(ii) as a condition precedent to conversion of the Bonds.

(iii) Registration: Upon exercise by a Bondholder of its Conversion Right, the Issuer will, as soon as practicable, and in any event not later than seven Stock Exchange Business Days after the Conversion Date and upon the Bondholder’s compliance with Conditions 6(B)(i) and 6(B)(ii) provided that such conversion occurs on or after the commencement of the Exercise Period, register the person or persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Shares in the Issuer’s share register and will, (x) provided that the transfer agent of the Issuer (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided at such time that the Shares are eligible for such program, credit such aggregate number of Shares to which the Bondholder shall be entitled to the Bondholder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, will cause its branch share registrar in New York to mail (at the risk, and if sent at the request of such person otherwise than by ordinary mail, at the expense, of the person to whom such certificate or certificates are sent) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Bondholder or its designee, for the number of Shares to which the Bondholder or its designee shall be entitled, together (in either case) with any other securities, property or cash required to be delivered upon conversion and such assignments and other documents (if any) as may be required by law to effect the transfer thereof, in which case a single share certificate will be issued in respect of all Shares issued on conversion of Bonds subject to the same Conversion Notice and which are to be registered in the same name. Unless the converting Bondholder certifies that (i) it is not an affiliate (as defined in Rule 144 under the Securities Act) and has not been an affiliate of the Issuer in the last three months preceding the conversion and (ii) it has been holding the Bond to be converted for at least one year, the following legend will be added on the face of the share certificate delivered to the Bondholder:

“The Shares represented by this certificate are restricted securities which may not be sold or transferred absent registration under the US Securities Act or an exemption from registration”

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If the Conversion Date in relation to the conversion of any Bond shall be after the record date for any issue, distribution, grant, offer or other event as gives rise to the adjustment of the Conversion Price pursuant to Conditions 6(C) or 6(D) but before the relevant adjustment becomes effective under the relevant Condition (a “Retroactive Adjustment”), then upon the relevant adjustment becoming effective, the Issuer shall allot and issue to the converting Bondholder (or in accordance with the instructions contained in the Conversion Notice (subject to applicable exchange control or other laws or other regulations)) such additional number of Shares (“Additional Shares”) as is, together with Shares to be issued on conversion of the Bond(s), equal to the number of Shares which would have been required to be issued on conversion of such Bond if the relevant adjustment to the Conversion Price had been made and become effective on or immediately after the relevant record date and in such event and in respect of such Additional Shares references in this Condition 6(B)(iii) to the Conversion Date shall be deemed to refer to the date upon which the Retroactive Adjustment becomes effective (notwithstanding that the date upon which it becomes effective falls after the end of the Conversion Period).

The person or persons specified for that purpose in the Conversion Notice will become the holder of record of the number of Shares issuable upon conversion with effect from the date he is or they are registered as such in the Issuer’s register of members (the “Registration Date”). The Shares issued upon exercise of Conversion Rights will be fully-paid and in all respects rank pari passu with the fully-paid Shares in issue on the relevant Registration Date and except that such Shares will not rank for (or, as the case may be, the relevant holder shall not be entitled to receive) any rights, distributions or payments the record or other due date for the establishment of entitlement for which falls prior to the relevant Registration Date. The delivery, and completion of registration, of the required number of Shares in accordance with this Condition 6(B)(iii) will be deemed to satisfy (and shall extinguish) the Issuer’s obligation to pay the principal and premium (if any) on such converted Bonds.

If the record date for the payment of any dividend or other distribution in respect of the Shares is on or after the Conversion Date in respect of any Bond, but before the Registration Date (disregarding any Retroactive Adjustment of the Conversion Price referred to in this sub-paragraph (iii) prior to the time such Retroactive Adjustment shall have become effective), the Issuer will calculate and pay to the converting Bondholder or his designee an amount in US dollars equal to the Fair Market Value of such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than five Stock Exchange Business Days thereafter. Any such amount shall be paid by transfer to a US dollar account maintained by the payee with a bank in Hong Kong or New York City, in accordance with the instructions given by the relevant Bondholder in the relevant Conversion Notice.

(iv) No issue of Shares in breach of the listing rules or laws: The Issuer is not obliged to issue Shares in satisfaction of the Conversion Rights in breach of its obligations under the listing rules of the Relevant Stock Exchange or if contrary to applicable laws, provided that in such

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circumstances, the Issuer shall take all necessary steps, to the extent practicable, to ensure that the Issuer shall issue such Shares in satisfaction of the Conversion Rights under alternative arrangements which are not contrary to such rules or laws to the satisfaction of the Majority Bondholders.

(C) Adjustments to Conversion Price

The Conversion Price will be subject to adjustment as follows:

(1) Consolidation, Reclassification or Subdivision:

Adjustment: If and whenever there shall be a consolidation, reclassification or subdivision in relation to the Shares, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such consolidation, reclassification or subdivision by the following fraction:

 A 

B

where:

A is the aggregate number of Shares in issue immediately before such consolidation, reclassification or subdivision, as the case may be; and

B is the aggregate number of Shares in issue immediately after such consolidation, reclassification or subdivision, as the case may be.

Effective Date of Adjustment: Such adjustment shall become effective on the date the consolidation, reclassification or subdivision, as the case may be, takes effect.

(2) Capitalisation of Profits or Reserves:

(i) Adjustment: If and whenever the Issuer shall issue any Shares credited as fully paid to the holders of Shares (the “Shareholders”) by way of capitalisation of profits or reserves including, Shares paid out of distributable profits or reserves and/or share premium account or capital redemption reserve (except any Scrip Dividend) and which would not have constituted a Capital Distribution (as defined in Condition 6(G)), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

 A 

B

where:

A is the aggregate number of Shares in issue immediately before such issue; and

B is the aggregate number of Shares in issue immediately after such issue.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such Shares, or if a record date is fixed therefor, immediately after such record date.

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(ii) Adjustment: In the case of an issue of Shares by way of a Scrip Dividend where the Current Market Price (as defined in Condition 6(G)) on the date of announcement of the terms of the issue of such Shares multiplied by the number of such Shares issued exceeds the amount of the Relevant Cash Dividend (as defined in Condition 6(G)) or the relevant part thereof and which would not have constituted a Capital Distribution, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the issue of such Shares by the following fraction:

 A + B 

A + C

where:

A is the aggregate number of Shares in issue immediately before such Scrip Dividend;

B is the aggregate number of Shares which the Relevant Cash Dividend would purchase at such Current Market Price; and

C is the aggregate number of Shares issued pursuant to such Scrip Dividend;

or by making such other adjustment to the Conversion Price to give effect to the foregoing as an Independent Investment Bank shall certify to the Bondholders is fair and reasonable.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such Shares or if a record date is fixed therefor, immediately after such record date.

(3) Capital Distributions:

Adjustment: If and whenever the Issuer shall pay or make any Capital Distribution to the Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such Capital Distribution by the following fraction:

 A – B 

A

where:

A is the Current Market Price of one Share on the date that the Capital Distribution is publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of the Capital Distribution attributable to one Share.

Effective Date of Adjustment: Such adjustment shall become effective on the date that such Capital Distribution is actually made or if a record date is fixed therefor, immediately after such record date.

For the avoidance of doubt, when the Capital Distribution is by means of a distribution of a cash dividend or cash distribution, only such portion of the cash dividend or cash distribution which exceeds the Reference Amount (the “excess portion”) shall be regarded as a Capital Distribution and only the excess portion shall be taken into account in determining the Fair Market Value of the portion of the Capital Distribution attributable to one Share.

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In making any calculations for the purposes of this Condition 6(C)(3), such adjustments (if any) shall be made as an Independent Investment Bank may determine in good faith to be appropriate to reflect (i) any consolidation or sub-division of any Shares or the issue of Shares by way of capitalisation of profits or reserves (or any like or similar event) or any increase in the number of Shares in issue in relation to the fiscal year of the Issuer in question, or (ii) any change in the fiscal year of the Issuer, or (iii) any adjustment to the Conversion Price made in the fiscal year of the Issuer in question.

(4) Rights Issues of Shares or Options over Shares:

Adjustment: If and whenever the Issuer shall issue Shares to all or substantially all Shareholders as a class by way of rights, or shall issue or grant to all or substantially all Shareholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares or any securities which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, any Shares (or shall grant any such rights in respect of existing securities so issued), in each case at a price per Share which is less than 95% of the Current Market Price per Share on the date of the first public announcement of the terms of the issue or grant of such Shares, options, warrants or other rights (and notwithstanding that the relevant issue may be or be expressed to be subject to Shareholder or other approvals or consents or other contingency or event occurring or not occurring), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue or grant by the following fraction:

 A + B 

A + C

where:

A is the aggregate number of Shares in issue immediately before such announcement;

B is the number of Shares which the aggregate consideration (if any) receivable for the Shares issued by way of rights, or for the securities issued by way of rights, or for the options or warrants or other rights issued by way of rights and for the total number of Shares deliverable on the exercise thereof would purchase at such Current Market Price per Share; and

C is the aggregate number of Shares issued or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights or upon conversion or exchange or exercise of rights of subscription or purchase in respect thereof at the initial conversion, exchange, subscription or purchase price or rate.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such Shares or issue or grant of such options, warrants or other rights (as the case may be).

(5) Rights Issues of Other Securities:

Adjustment: If and whenever the Issuer shall issue securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares) to all or substantially all Shareholders as a class by way of rights, or shall issue or grant to all or substantially all Shareholders as a class by way of rights, options, warrants or other rights to subscribe for, purchase or otherwise acquire any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

 A – B 

A

where:

A is the Current Market Price of one Share on the date on which such issue or grant is publicly announced; and

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B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Share.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of the securities, or issue or grant of such rights, options or warrants (as the case may be).

(6) Issues at less than Current Market Price:

Adjustment: If and whenever the Issuer shall issue (otherwise than as mentioned in Condition 6(C)(4)) any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, or purchase of Shares) or issue or grant (otherwise than as mentioned in Condition 6(C)(4)) any options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares (other than the Bonds), in each case at a price per Share which is less than 95% of the Current Market Price per Share on the date of the first public announcement of the terms of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

 A + B 

A + C

where:

A is the aggregate number of Shares in issue immediately before the issue of such additional Shares or the issue or grant of such options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares;

B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares or, as the case may be, for the Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and

C is the number of Shares issued pursuant to such issue of such Shares or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights.

(7) Other Issues at less than Current Market Price:

Adjustment: Save in the case of an issue of Shares or securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within this Condition 6(C)(7), if and whenever the Issuer or any of its Subsidiaries (otherwise than as mentioned in Conditions 6(C)(4), 6(C)(5) or 6(C)(6)), or (at the direction or request of or pursuant to any arrangements with the Issuer or any of its Subsidiaries), any other company, person or entity shall issue any securities (other than the

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Bonds) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, Shares to be issued by the Issuer on conversion, exchange, subscription, purchase or acquisition (or shall grant any such rights in respect of existing securities so issued) or securities which by their terms shall be redesignated as Shares, and the consideration per Share receivable upon conversion, exchange, subscription, purchase, acquisition or redesignation is less than 95% of the Current Market Price per Share on the date of the first public announcement of the terms of issue of such securities (or the terms of such grant), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or grant by the following fraction:

 A + B 

A + C

where:

A is the aggregate number of Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into or rights of exchange or subscription for Shares which have been issued, purchased or acquired by the Issuer or any of its Subsidiaries (or at the direction or request or pursuant to any arrangements with the Issuer or any of its Subsidiaries) for the purposes of or in connection with such issue, less the number of such Shares so issued, purchased or acquired);

B is the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to such securities or, as the case may be, for the Shares to be issued or to arise from any such redesignation would purchase at such Current Market Price per Share; and

C is the maximum number of Shares to be issued or otherwise made available on conversion or exchange of such securities or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Shares which may be issued or arise from any such redesignation;

provided that if at the time of issue of the relevant securities or date of grant of such rights (as used in this Condition 6(C)(7), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event (in each case without condition) at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription are exercised or, as the case may be, such securities are redesignated or at such other time as may be provided), then for the purposes of this Condition 6(C)(7), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, redesignation had taken place on the Specified Date.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such securities or, as the case may be, the grant of such rights.

(8) Modification of Rights of Conversion etc.:

Adjustment: If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any such securities (other than the Bonds) as are mentioned in Condition 6(C)(7) (other than in accordance with the terms

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(including terms as to adjustment) applicable to such securities upon issue) so that following such modification the consideration per Share (for the number of Shares available on conversion, exchange, subscription, purchase or acquisition following the modification) receivable has been reduced and is less than 95% of the Current Market Price per Share on the date of the first public announcement of the proposals for such modification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by the following fraction:

 A + B 

A + C

where:

A is the aggregate number of Shares in issue immediately before such modification (but where the relevant securities carry rights of conversion into or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued, purchased or acquired by the Issuer or any of its Subsidiaries (or at the direction or request or pursuant to any arrangements with the Issuer or any of its Subsidiaries) for the purposes of or in connection with such securities, less the number of such Shares so issued, purchased or acquired);

B is the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached to the securities so modified would purchase at such Current Market Price per Share or, if lower, the existing conversion, exchange, subscription, purchase or acquisition price or rate of such securities; and

C is the maximum number of Shares which may be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such rights of subscription, purchase or acquisition attached thereto at the modified conversion, exchange, subscription, purchase or acquisition price or rate but giving credit in such manner as an Independent Investment Bank shall consider appropriate (if at all) for any previous adjustment under this Condition 6(C)(8) or Condition 6(C)(7).

provided that if at the time of such modification (as used in this Condition 6(C)(8), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event (in each case without condition) at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription, purchase or acquisition are exercised or at such other time as may be provided), then for the purposes of this Condition 6(C)(8), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Specified Date.

Effective Date of Adjustment: Such adjustment shall become effective on the date of modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to such securities.

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(9) Other Offers to Shareholders:

Adjustment: If and whenever the Issuer or any of its Subsidiaries or (at the direction or request of or pursuant to any arrangements with the Issuer or any of its Subsidiaries) any other company, person or entity issues or sells any securities in connection with which Shareholders as a class are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price is to be adjusted under Conditions 6(C)(2), 6(C)(3), 6(C)(4), 6(C)(5), 6(C)(6), 6(C)(7) (or, where applicable, would fall to be so adjusted if the relevant issue or grant was at less than the Current Market Price per Share on the relevant Trading Day)), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue or sale by the following fraction:

 A – B 

A

where:

A is the Current Market Price of one Share on the date on which such issue is first publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of rights attributable to one Share.

Effective Date of Adjustment: Such adjustment shall become effective on the first date of issue of the securities.

(10) Other Events:

Adjustment: If the Issuer reasonably determines that an adjustment should be made to the Conversion Price as a result of one or more circumstances not referred to in this Condition 6(C) (even if the relevant circumstance is specifically excluded from the operation of Conditions 6(C)(1) to (9)), the Issuer shall, at its own expense, request an Independent Investment Bank to determine as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof, and the date on which such adjustment (if any) should take effect and upon such determination by the Independent Investment Bank such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that where the events or circumstances giving rise to any adjustment pursuant to this Condition 6 have already resulted or will result in an adjustment to the Conversion Price or where the circumstances giving rise to any adjustment arise by virtue of events or circumstances which have already given rise or will give rise to an adjustment to the Conversion Price, such modification (if any) shall be made to the operation of the provisions of this Condition 6 as may be advised by the Independent Investment Bank to be in its opinion appropriate to give the intended result.

(D) Adjustment upon Discounted New Issue

(i) If the Issuer shall at any time or from time to time prior to conversion of the Bonds issue or sell any Shares or any options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares or any other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, any Shares (each referred to as “Equity Securities”) at a price per Share (“New Issue Price”) that is less than 95% of the Conversion Price then in effect as of the record date or issue date of such Equity Securities, as the case may be (treating the price per Share, in the case of the issuance of any Equity Securities (other than Shares), as equal to (x) the sum of the price for such Equity Securities plus any additional consideration receivable (without regard to any anti-dilution adjustments) upon the subscription, conversion, exchange or exercise of such Equity Securities divided by (y) the number of Shares initially underlying such Equity Securities), the Conversion Price then in effect shall be adjusted to be at least equal to the New Issue Price.

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In the case of any overlap between (i) Conditions 6(C)(4), 6(C)(6) and 6(C)(7) and (ii) this Condition 6(D), the provisions of this Condition 6(D) will take precedence.

Such adjustment shall be made whenever such Equity Securities are issued, and shall become effective (x) in the case of an issuance to Shareholders, as such, on the first day immediately following the record date for the determination of Shareholders entitled to receive such Equity Securities and (y) in all other cases, on the date of such issuance; provided, however, that the determination as to whether an adjustment is required to be made pursuant to this Condition 6(D) shall be made upon the issuance of Equity Securities, and not upon the issuance of any security into which the Equity Securities convert, exchange or may be exercised.

If at any time any Equity Securities or any rights or options to purchase any Equity Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Issuer therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Issuer in connection therewith. If Equity Securities or any rights or options to purchase any Equity Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Issuer shall be deemed to be the Fair Market Value of such consideration, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Issuer in connection therewith.

(ii) Without prejudice to Condition 6, if, at any time or from time to time prior to full conversion of the Bonds, there shall be any modification or change of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any such Equity Securities (whether or not it is in accordance with the terms (including terms as to adjustment) applicable to such Equity Securities upon issue or otherwise) so that following such modification or change the consideration per Share receivable (the “Modified Price”) has been reduced and is less than the Conversion Price then in effect on the date of such modification or change, the Conversion Price in effect shall be adjusted to be at least equal to the Modified Price.

(E) Provisions Relating to Changes in Conversion Price

(i) Minor adjustments: On any adjustment, the resultant Conversion Price, if not an integral multiple of one United States cent, shall be rounded down to the nearest United States cent. No adjustment shall be made to the Conversion Price if such adjustment (rounded down if applicable) would be less than one per cent. of the Conversion Price then in effect. Any adjustment not required to be made, and/or any amount by which the Conversion Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made. Notice of any adjustment shall be given by the Issuer to Bondholders in accordance with Condition 15 promptly after the determination thereof.

(ii) Decision of an Independent Investment Bank: If any doubt shall arise as to whether an adjustment is to be made to the Conversion Price or as to the appropriate adjustment to the Conversion Price, and following consultation between the Issuer and an Independent Investment Bank, a written opinion of such Independent Investment Bank in respect thereof shall be conclusive and binding on the Issuer and the Bondholders, save in the case of manifest error.

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(iii) Minimum Conversion Price: The Conversion Price shall not in any event be reduced to below the par value of the Shares as a result of any adjustment hereunder unless under applicable law then in effect the Bonds may be converted at such reduced Conversion Price into legally issued, fully paid and non-assessable Shares. The Issuer undertakes that it shall not take any action, and shall procure that no action is taken, that would otherwise result in an adjustment to the Conversion Price to below such par value or any minimum level permitted by applicable laws or regulations.

(iv) Reference to “fixed”: Any references herein to the date on which a consideration is “fixed” shall, where the consideration is originally expressed by reference to a formula which cannot be expressed as an actual cash amount until a later date, be construed as a reference to the first day on which such actual cash amount can be ascertained.

(v) Concurrent adjustments: Where more than one event which gives or may give rise to an adjustment to the Conversion Price occurs within such a short period of time that in the opinion of an Independent Investment Bank, the foregoing provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by such Independent Investment Bank to be in its opinion appropriate in order to give such intended result.

(vi) Employee share schemes and existing warrants: No adjustment will be made to the Conversion Price:

(a) when Shares or other securities (including rights, warrants or options) are issued, offered or granted to employees (including directors) of the Issuer or any Subsidiary of the Issuer or any other eligible persons pursuant to any present or future share option scheme or incentive scheme of the Issuer or any Subsidiary provided that the scheme is in compliance with the listing rules of the Relevant Stock Exchange and up to a maximum amount of 10% of the total outstanding issued share capital of the Issuer, or

(b) with respect to the warrant to purchase ordinary shares issued by the Issuer on 11 May 2011 and the warrant issued by the Issuer on 16 August 2011.

(vii) Upward adjustment: No adjustment involving an increase in the Conversion Price will be made, except in the case of a consolidation or re-classification of the Shares as referred to in Condition 6(C)(1) above, or where there has been an error in the calculation of the Conversion Price.

(viii) Unilateral adjustment: The Issuer may at any time and from time to time make any unilateral and unconditional reduction in the Conversion Price without the consent of the Bondholders.

(ix) Compliance: The Issuer shall not take any corporate or other action (including, without limitation, the issue of any Shares or other Equity Securities) that would cause the Conversion Price of the Bonds to be adjusted in a manner that contravenes the law of the British Virgin Islands, the applicable laws of the place of the Relevant Stock Exchange or the applicable listing rules of the Relevant Stock Exchange (which as at the Issue Date shall include the rules of the Relevant Stock Exchange). For the avoidance of doubt, a breach of this paragraph shall entitle the Bondholders to remedies expressly set out in these Conditions only.

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(x) Calculation of Consideration Receivable: For the purpose of any calculation of the consideration receivable pursuant to Conditions 6(C)(4), 6(C)(6), 6(C)(7), 6(C)(8) and 6(D):

(a) Issue of Shares for Cash: the aggregate consideration receivable for Shares issued for cash shall be the amount of such cash provided that in no case shall any deduction be made for any commission or any expenses paid or incurred by the Issuer for any underwriting of the issue or otherwise in connection therewith;

(b) Issue of Shares on Conversion or Exercise of Securities: (1) the aggregate consideration receivable for the Shares to be issued on the conversion or exchange of any securities shall be deemed to be the consideration received or receivable by the Issuer for any such securities and (2) the aggregate consideration receivable for the Shares to be issued on the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Issuer for such securities which is attributed by the Issuer to such rights of subscription or, if no part of such consideration is so attributed the Fair Market Value of such rights of subscription as at the date of the announcement of the terms of issue of such securities, or, if any such matter being referred to the Independent Investment Bank under Condition 6(E)(ii), as determined in good faith by an Independent Investment Bank, plus in the case of each of (1) and (2) above, the additional minimum consideration (if any) to be received by the Issuer on the conversion or exchange of such securities, or on the exercise of such rights of subscription (the consideration in all such cases to be determined subject to the proviso in Condition 6(E)(x)(a)) and (3) the consideration per Share receivable by the Issuer on the conversion or exchange of, or on the exercise of such rights of subscription attached to, such securities shall be the aggregate consideration referred to in (1) or (2) above (as the case may be) converted into US dollars if such consideration is expressed in a currency other than US dollars at such rate of exchange as may be determined in good faith by an Independent Investment Bank to be the spot rate ruling at the close of business on the date of announcement of the terms of issue of such securities, divided by the number of Shares to be issued on such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate;

(c) Issue of Shares for non-cash assets: the aggregate consideration for Shares issued for non cash assets shall be the aggregate Fair Market Value of such assets as determined by the Independent Investment Bank; and

(xi) Excluded events: No adjustment shall be made to the Conversion Price solely as a result of any issue of Shares upon the conversion of the Bonds, the issue of the Warrants and/or any allotment and issue of Shares upon exercise or cancellation of the Warrants.

(xii) No double counting: Save as provided for Scrip Dividends, more than one of the provisions of Conditions 6(C)(1)-(9) apply to any single event which would result in more than one adjustment to the Conversion Price being made in respect of the same event, then only the relevant sub-Condition which would result in the largest change being made to the Conversion Price in respect of that event shall apply to the exclusion of the other applicable sub-Conditions.

(xiii) Conditional issues, etc: If any issue, grant or offer of any Shares, securities, options warrants or any other rights referred to in Conditions 6(C)(1)-(9) is subject to the fulfilment of any conditions and/or rights of termination, the effective date of the relevant adjustment shall be deemed to be the date on which all such conditions have been fulfilled (and/or waived) and/or such termination rights have expired or ceased to be exercisable (as the case may be).

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(F) General Undertakings

(1) The Issuer undertakes that so long as any Bond remains outstanding, save with the approval of a resolution of the Majority Bondholders:

(i) Listing: (a) use its best endeavours to obtain and maintain a listing and admission to trading for all the Shares issued on the exercise of the Conversion Rights on the Relevant Stock Exchange, (b) use its best endeavours to secure approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such Shares may be validly issued or delivered upon conversion, and (c) will forthwith give notice to the Bondholders in accordance with Condition 15 of the listing or delisting of the Shares (as a class) by the Relevant Stock Exchange;

(ii) Reduction of share capital: it will not make any reduction of its issued ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund except, in each case, where the reduction is permitted by applicable law and provided always that the Issuer shall not be prohibited from purchasing its Shares to the extent permitted by law;

(iii) Limited Modification of Rights: it will not modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other class of ordinary share capital carrying any rights which are more favourable than the corresponding rights attaching to Shares except that nothing in this Condition 6(F)(1)(iii) shall prevent (a) a consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa, (b) a modification to the rights attaching to the Shares which is not, in the opinion of an Independent Investment Bank, materially prejudicial to the interests of the Bondholders, (c) the conversion of Shares into, or the issue of any Shares in, uncertificated form (or the conversion of Shares in uncertificated form to certificated form) or the amendment of the articles of association of the Issuer to enable title to securities of the Issuer (including Shares) to be evidenced and transferred without a written instrument or any other alteration to the articles of association of the Issuer made in connection with the matters described in this Condition 6(F) or which are supplemental or incidental to any of the foregoing (including amendments made to enable or facilitate procedures relating to such matters and amendments dealing with the rights and obligations of holders of securities (including Shares) dealt with under such procedures) or (d) any issue of equity share capital which results (or would, if the adjustment would be one per cent. or more of the Conversion Price then in effect, otherwise result) in an adjustment of the Conversion Price;

(iv) Notice: if, while any Conversion Right is or is capable of being or becoming exercisable, there shall be any adjustment to the Conversion Price, it shall promptly after the adjustment takes effect, give notice to the Bondholders stating that the Conversion Price has been adjusted and setting out the event giving rise to the adjustment, the Conversion Price in effect before the adjustment, the adjusted Conversion Price and the effective date of the adjustment;

(v) Closing of register of Shareholders: unless so required by applicable law or regulation, the listing rules of the Relevant Stock Exchange, or the articles of association of the Issuer or in order to establish a dividend or other rights attaching to the Shares, it will not close its register of Shareholders or take any other action which prevents the transfer of its Shares generally and subject to registration of Form 3, ensure that the Bonds may be converted legally and the Shares

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issued on conversion may (subject to any limitation imposed by law) be transferred (as between transferor and transferee although not as against the Issuer) at all times while the register is open, nor will the Issuer take any action which prevents the conversion of the Bonds or the issue of Shares in respect of them otherwise than in accordance with these Conditions;

(vi) Extend Offer: if an offer is made to all (or as nearly as may be practicable all) Shareholders, or all (or as nearly as may be practicable all) the Shareholders other than the offeror and/or any associate or associates of the offeror to acquire all or a majority of the issued equity share capital of the Issuer, or if any person proposes a scheme with regard to such acquisition, give notice of such offer or scheme to the Bondholders at the same time as any notice thereof is sent by the Issuer to its Shareholders (or as soon as practicable thereafter) stating the details concerning such offer or scheme and, where such an offer or scheme has been recommended by the board of directors of the Issuer or where such an offer has become or been declared unconditional in all respects, use its reasonable endeavours to procure that a like offer or scheme is extended to the Bondholders and the holders of any Shares issued during the period of the offer or scheme arising out of Conversion Rights; and

(vii) Voluntary delisting from the NYSE MKT:

(A) promptly notify the Bondholders if any steps are taken to voluntarily delist from the NYSE MKT; and

(B) to use all reasonable endeavours to agree and implement such amendments to the Transaction Documents as the Majority Bondholders may reasonably require in the case of a voluntary delisting from the NYSE MKT for the purpose of giving to the Bondholders the full benefit of the Bonds.

(2) For the above purposes, “equity share capital” means the share capital of a company excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution. The Issuer undertakes to the Bondholders that so long as any Bond is outstanding:

(i) it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital the full number of Shares liable to be issued on conversion of the Bonds from time to time remaining outstanding and shall ensure that all Shares delivered on conversion of the Bonds will be duly and validly issued as fully-paid and non-assessable; and

(ii) it will not make any offer, issue, grant, or distribute or take any action the effect of which would be to reduce the Conversion Price below the par value of the Shares of the Issuer.

(3) The Issuer will pay any Taxes, including interest and penalties, payable in the British Virgin Islands and Hong Kong in respect of the creation, issue and offering of the Bonds and the execution or delivery of Certificates.

(4) The Issuer undertakes to the Bondholders that upon conversion of any Bond it will use its best endeavours to ensure that the Shares issued on conversion of that Bond are admitted to list on the Relevant Stock Exchange (as the case may be) and, subject to any restrictions on transfer prior to the registration of the shares contemplated by the registration rights can at all times be offered, transferred and sold on the Relevant Stock Exchange. Notwithstanding the above, the registration rights of any holder of a Bond shall not be exercisable within the 12-month period after the Issue Date.

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(G) Definitions

“Capital Distribution” means:

(i) any distribution of assets in specie by the Issuer for any financial period whenever paid or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of Shares or other securities credited as fully or partly paid (other than Shares credited as fully paid to the extent that an adjustment to the Conversion Price is made in respect thereof under Condition 6(C)(2)(i)) by way of capitalisation of reserves, but excludes a Scrip Dividend adjusted for under Condition 6(C)(2)(ii)); and

(ii) any cash dividend or distribution (including, without limitation, the Relevant Cash Dividend of a Scrip Dividend and a distribution or payment to holders upon or in connection with a reduction of capital) of any kind by the Issuer for any financial period whenever paid and however described, unless (and only to the extent that) (a) it comprises a purchase or redemption of Shares by or on behalf of the Issuer, where the Volume Weighted Average Price (before expenses) on any one day in respect of such purchases does not exceed the Current Market Price of the Shares by more than 5%, or (b) it does not, when taken together with any other cash dividend or distribution previously made or paid in respect of the same fiscal year, exceed the Reference Amount;

“Current Market Price” means, in respect of a Share on a particular date, the average of the Volume Weighted Average Prices for one Share (being a Share carrying a full entitlement to dividends) for the 30 consecutive Trading Days ending on and including the Trading Day immediately preceding such date; provided that if at any time during the said 30 Trading Day period the Shares shall have been quoted ex-dividend and during some other part of that period the Shares shall have been quoted cum-dividend then:

(i) if the Shares to be issued in such circumstances do not rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted cum-dividend shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to that dividend per Share as recorded in the books of the Issuer; or

(ii) if the Shares to be issued in such circumstances rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by that dividend per Share as recorded in the books of the Issuer;

and provided further that if the Shares on each of the said 30 Trading Days have been quoted cum-dividend in respect of a dividend which has been declared or announced but the Shares to be issued do not rank for that dividend, the quotations on each of such dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend per Share;

“Reference Amount” means the lower of:

(i) on a per Share basis, an amount equal to 25% of the Issuer’s consolidated net profits attributable to the equity holders of the Issuer (after deducting minority interests and tax) as shown in the audited consolidated accounts of the Group for the immediately preceding fiscal year; or

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(ii) 6% of the average of the Volume Weighted Average Prices on each Trading Day in the period of 30 Trading Days ending on the Trading Day immediately preceding the date of the first public announcement of the Relevant Dividend provided that if on any such Trading Day the Volume Weighted Average Price shall have been based on a price cum-dividend or cum-any other entitlement, the Volume Weighted Average Price on such Trading Day shall be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such dividend or other entitlement per Share as at the date of the first public announcement of such dividend or entitlement;

“Relevant Cash Dividend” means the aggregate cash dividend or distribution declared by the Issuer including any cash dividend in respect of which there is any Scrip Dividend;

“Scrip Dividend” means any Shares issued in lieu of the whole or any part of any Relevant Cash Dividend being a dividend which the Shareholders concerned would or could otherwise have received (and for the avoidance of doubt to the extent that an adjustment is made under Condition 6(C)(3) in respect of the Relevant Cash Dividend an adjustment may also be made for the amount by which the Current Market Price of the Shares exceeds the Relevant Cash Dividend or part thereof under Condition 6(C)(2)(ii));

“Taxes” means any taxes or capital, stamp, issue and registration and transfer duties; and

“Trading Day” means a day when the Relevant Stock Exchange or relevant market is open for dealing business and on which Shares or other securities may be dealt in (other than a day on which the Relevant Stock Exchange or relevant market is scheduled to or does close prior to its regular weekday closing time).

7 PAYMENTS

(A) Principal, interest and premium

Payment of principal, premium (including the PIK Payment) and interest and any other amount due in respect of the Bonds will be made by transfer to the registered account of the Bondholder or by United States dollar cheque drawn on a bank in Hong Kong or New York City mailed to the registered address of the Bondholder if it does not provide a registered account. Payment of principal and premium will only be made after surrender of the relevant Certificate at the specified office of the Issuer.

Save as provided herein, references in these Conditions to principal in respect of any Bond shall, where the context so permits, be deemed to include a reference to any premium payable thereon.

If an amount which is due on the Bonds is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) in fact paid.

(B) Registered Accounts

For the purposes of this Condition 7 and Condition 3(A), a Bondholder’s registered account means the US dollar account maintained by or on behalf of it with a bank in Hong Kong or New York City, details of which appear on the Register at the close of business on the second Payment Business Day (as defined below) before the due date for payment, and a Bondholder’s registered address means its address appearing on the Register at that time.

(C) Fiscal Laws

All payments are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment (which for the purpose of these Conditions shall at all times be deemed to be New York City), but without prejudice to the provisions of Condition 9. No commissions or expenses shall be charged to the Bondholders in respect of such payments.

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(D) Payment Initiation

Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that is not a Payment Business Day, for value on the first following day which is a Payment Business Day) will be initiated, and where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of the holder), on the due date for payment (or, if it is not a Payment Business Day, the immediately following Payment Business Day) or, in the case of payment of principal, if later, on the Payment Business Day on which the relevant Certificate is surrendered at the specified office of the Issuer.

(E) Payment Business Day

In this Condition 7, “Payment Business Day” means a day other than a Saturday or Sunday on which commercial banks are open for business in New York City and the city in which the specified office of the Issuer is located.

(F) Delay In Payment

Bondholders will not be entitled to any interest or other payment (including the PIK Payment) for any delay after the due date in receiving the amount due if the due date is not a Payment Business Day, or if the Bondholder is late in surrendering its Certificate (if required to do so), or if a cheque is mailed in accordance with this Condition.

8 REDEMPTION, PURCHASE AND CANCELLATION

(A) Maturity

Unless previously redeemed, converted or purchased and cancelled as provided herein, the Issuer will redeem each Bond on [•] 2017 (the “Maturity Date”) at an amount equal to the sum of (i) 100 per cent. of the principal amount outstanding of the Bond, (ii) interest accrued but unpaid to the Maturity Date and (iii) any PIK Payment accrued to the Maturity Date.

The Issuer may not redeem the Bonds at its option prior to the Maturity Date.

(B) Redemption at the Option of Bondholders

The holder of each Bond will have the right at such holder’s option, to require the Issuer to redeem all and not some only of such holder’s Bonds on [•] 2015 (the “Option Put Date”) at an amount equal to the sum of (i) 100 per cent. of the principal amount outstanding of the Bonds to be repaid, (ii) interest accrued but unpaid to the Option Put Date and (iii) any PIK Payment accrued to the Option Put Date. To exercise such right, the holder of the relevant Bond must deliver the Certificate representing such Bond to the specified office of the Issuer together with a duly completed and signed notice of redemption, in the form set out in Exhibit C to these Conditions (a “Put Exercise Notice”), not earlier than 60 days, but not less than 45 days prior to the Option Put Date. A Put Exercise Notice, once delivered, shall be irrevocable and may not be withdrawn without the Issuer’s consent. The Issuer shall redeem the Bonds the subject of the Put Exercise Notice (subject to delivery of the relevant Certificate as aforesaid) on the Option Put Date.

(C) Purchase

The Issuer, the Subsidiary Guarantors or any of their Subsidiaries may at any time and from time to time purchase Bonds at any price in the open market or otherwise.

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(D) Cancellation

All Bonds which are redeemed, converted or purchased by the Issuer, the Subsidiary Guarantors or any of their respective Subsidiaries will forthwith be cancelled. Certificates in respect of all Bonds cancelled will be forwarded to or to the order of the Registrar for destruction and such Bonds may not be reissued or resold.

(E) Multiple Notices

If more than one notice of redemption is given pursuant to this Condition, the first in time shall prevail.

9 TAXATION

All payments made by or on behalf of the Issuer or the Subsidiary Guarantors under or in respect of principal, premium or interest under the Bonds or on behalf of the Guarantee shall be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, withheld or assessed by or on behalf of the British Virgin Islands, Hong Kong, the United States or any authority thereof or therein having power to tax (each a “Relevant Jurisdiction”), unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law. In such event, the Issuer or the relevant Subsidiary Guarantor, as the case may be, will pay such additional amounts (the “Additional Tax Amounts”) as will result in the receipt by the Bondholders of such amounts as would have been received by them had no such deduction or withholding been required, except that no Additional Tax Amounts shall be payable in respect of any Bond:

(i) to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of his having some connection with the Relevant Jurisdiction otherwise than merely by holding the Bond or by the receipt of amounts in respect of the Bond; or

(ii) (in the case of a payment of principal) if the Certificate in respect of such Bond is surrendered more than 30 days after the relevant date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of 30 days.

For the purposes of this Condition 9, “relevant date” means whichever is the later of (a) the date on which such payment first becomes due and (b) if the full amount payable has not been received by the Bondholders on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Bondholders and cheques despatched or payment made.

References in these Conditions to principal, premium (if any) and interest (if any) shall be deemed also to refer to any additional amounts which may be payable under this Condition.

If the Issuer or any of the Subsidiary Guarantors becomes subject generally to the taxing jurisdiction of a territory or a taxing authority of or in that territory with power to tax other than or in addition to the British Virgin Islands, Hong Kong, the United States or any such authority of or in such territory then the Issuer will (unless the Majority Bondholders otherwise agree) give the Bondholders an undertaking satisfactory to the Majority Bondholders (acting reasonably) in terms corresponding to the terms of this Condition 9 with the substitution for, or (as the case may require) the addition to, the references in this Condition 9 to the British Virgin Islands, Hong Kong, the United States or of references to that other or additional territory or authority to whose taxing jurisdiction the Issuer or the Subsidiary Guarantors have become so subject. In such event this Condition 9 and the Bonds will be read accordingly.

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10 EVENTS OF DEFAULT

(A) Events of Default

If any of the following events (each an “Event of Default”) occurs, the Majority Bondholders at their discretion may give notice to the Issuer that the Bonds are, and they shall immediately become, due and repayable at an amount equal to the sum of (i) 100 per cent. of the principal amount outstanding of the Bonds to be repaid, (ii) interest accrued but unpaid to the date of repayment and (iii) any PIK Payment accrued to the date of repayment (subject as provided below and without prejudice to the right of Bondholders to exercise the Conversion Right in respect of their Bonds in accordance with Condition 6) if:

(i) Non-Payment: a default is made in the payment of any principal, interest or premium (including any PIK Payment) due in respect of the Bonds which amount is not remedied within 5 days; or

(ii) Failure to deliver Shares: the Issuer fails to deliver any Shares as and when the Shares are required to be delivered following conversion of any Bond, which is not remedied within 5 days; or

(iii) Breach of Other Obligations: the Issuer, any Subsidiary Guarantor or any of their respective Subsidiaries does not perform or comply, in a material respect, with any one or more of its other representations, warranties, undertakings and agreements contained in the Bonds (including, without limitation, Condition 4) or the other Transaction Documents, which is not remedied within 5 days; or

(iv) Cross-Default: (a) any other present or future indebtedness (whether actual or contingent) of the Issuer, any Subsidiary Guarantor or any of their respective Subsidiaries for or in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (b) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (c) the Issuer, any Subsidiary Guarantor or any of their respective Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 10(iv) have occurred and are continuing which equals or exceeds RMB30,000,000 or its Equivalent Amount on the day on which such indebtedness becomes due and payable or is not paid or any such amount becomes due and payable or is not paid under any such guarantee or indemnity; or

(v) Enforcement Proceedings and Security Enforced: (a) a distress, attachment, execution, seizure before judgment or other legal process is levied, enforced or sued out on or against any material part of the property, assets or revenues of the Issuer, any Subsidiary Guarantor or any of their respective Subsidiaries; or (b) any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer, any Subsidiary Guarantor or any of their respective Subsidiaries becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person) and in each case which results in a Material Adverse Change; or

(vi) Winding-up: an order is made or an effective resolution passed for the winding-up or judicial management or dissolution or administration of the Issuer, any Subsidiary Guarantor or any of the Issuer’s Principal Subsidiaries (except for a member’s voluntary solvent winding up of a Subsidiary), or the Issuer, any Subsidiary Guarantor or any of the Issuer’s Principal Subsidiaries ceases or threatens to cease to carry on all or a material part of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (a) on terms approved by a resolution of the Majority Bondholders, or (b) in the case of a Subsidiary Guarantor or any of the Issuer’s Principal Subsidiaries, whereby the undertaking and assets of such company are transferred or otherwise vested in the Issuer or another of its Subsidiaries; or

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(vii) Insolvency: the Issuer, any Subsidiary Guarantor or any of the Issuer’s Principal Subsidiaries is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any substantial part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, any Subsidiary Guarantor or any of the Issuer’s Principal Subsidiaries; or if an administrator or liquidator of the Issuer, any Subsidiary Guarantor or any of the Issuer’s Principal Subsidiaries or the whole or any material part of the assets and revenues of the Issuer, any Subsidiary Guarantor or any of the Issuer’s Principal Subsidiaries is appointed (or application for any such appointment is made); or

(viii) Nationalisation or Compulsory Acquisition: any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Issuer, any Subsidiary Guarantor or any of their respective Subsidiaries and which results in a Material Adverse Change; or

(ix) Authorisation and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (a) to enable the Issuer, any Subsidiary Guarantor or any of their respective Subsidiaries lawfully to enter into, exercise their respective rights and perform and comply with their respective obligations under the Bonds, the Guarantee or the other Transaction Documents and (b) to ensure that those obligations are legally binding and enforceable, is not taken, fulfilled or done, and in each case which results in a Material Adverse Change; or

(x) Delisting or Suspension: (a) the Shares cease to be listed or admitted to trading on a Relevant Stock Exchange (excluding a voluntary delisting at the option of the Issuer) and such delisting is not withdrawn or rescinded within 30 days; or (b) the Shares are suspended (excluding a suspension at the request of the Issuer) for a period equal to or greater than 14 consecutive Stock Exchange Business Days; or

(xi) Illegality: it is or will become unlawful for the Issuer, any Subsidiary Guarantor or any of their respective Principal Subsidiaries to perform or comply with any one or more of its obligations under any of the Bonds, the Guarantee or the Transaction Documents and which results in a Material Adverse Change; or

(xii) Guarantee and Security: any Subsidiary Guarantor denies or disaffirms its obligations under the Guarantee or any Security Document or, other than in accordance with the Guarantee or Security Documents, the Guarantee or any Security Document ceases to be or is not in full force and effect or the Bondholders cease to have a first priority security interest in the Collateral.

For the purposes of these Conditions, Principal Subsidiary means at any time any Subsidiary of the Issuer:

(a) whose profit before taxation and exceptional items (pre-tax profit) attributable to the Issuer (consolidated in the case of a Subsidiary which itself has subsidiaries), as shown by its latest audited profit and loss account, is at least 10% of the consolidated pre-tax profit as shown by the latest published audited consolidated profit and loss account of the Issuer and its Subsidiaries including, for the avoidance of doubt, the Issuer and its consolidated Subsidiaries’ share of profits of Subsidiaries not consolidated and of associated companies and after adjustments for minority interests; or

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(b) whose total revenue or (in the case of a Subsidiary which has subsidiaries) consolidated total revenue attributable to the Issuer, as shown by its latest audited profit and loss account is at least 10% of the consolidated total revenue as shown by the latest published audited consolidated profit and loss account of the Issuer and its Subsidiaries; or

(c) whose total assets or (in the case of a Subsidiary which has subsidiaries) total consolidated assets attributable to the Issuer, in each case excluding interests in any entity which is not a Subsidiary of the Issuer, as shown by its latest audited balance sheet, are at least 10% of the consolidated total assets of the Issuer as shown in the latest published audited consolidated balance sheet of the Issuer; or

(d) to which is transferred the whole, or substantially the whole, of the assets and undertaking of a Subsidiary which immediately prior to such transfer is a Principal Subsidiary of the Issuer;

provided that, in relation to paragraphs (a) to (c) above:

(1) in the case of a corporation or other business entity becoming a Subsidiary after the end of the financial period to which the latest consolidated audited accounts of the Issuer relate, the reference to the then latest consolidated audited accounts of the Issuer for the purposes of the calculation above shall, until consolidated audited accounts of the Issuer for the financial period in which the relevant corporation or other business entity becomes a Subsidiary are published, be deemed to be a reference to the then latest consolidated audited accounts of the Issuer adjusted to consolidate the latest audited accounts (consolidated in the case of a Subsidiary which itself has Subsidiaries) of such Subsidiary in such accounts;

(2) if at any relevant time in relation to the Issuer or any Subsidiary which itself has Subsidiaries, no consolidated accounts are prepared and audited, total assets, revenues or profits, as the case may be, of the Issuer and/or any such Subsidiary shall be determined on the basis of pro forma consolidated accounts prepared for this purpose by the Issuer or the relevant Subsidiary and reviewed by the auditors of the Issuer from time to time for the purposes of preparing a certificate thereon;

(3) if at any relevant time in relation to any Subsidiary, no accounts are audited, its total assets, revenues or profits, as the case may be, (consolidated, if appropriate) shall be determined on the basis of pro forma accounts (consolidated, if appropriate) of the relevant Subsidiary prepared for this purpose by the Issuer or the relevant Subsidiary and reviewed by the auditors of the Issuer from time to time for the purposes of preparing a certificate thereon; and

(4) if the accounts of any Subsidiary (not being a Subsidiary referred to in proviso (1) above) are not consolidated with those of the Issuer, then the determination of whether or not such subsidiary is a Principal Subsidiary of the Issuer shall be based on a pro forma consolidation of its accounts (consolidated, if appropriate) with the consolidated accounts (determined on the basis of the foregoing) of the Issuer; and

in relation to (d) above, provided that the Principal Subsidiary of the Issuer which so transfers its assets shall forthwith upon such transfer cease to be a Principal Subsidiary of the Issuer and the Subsidiary to which the assets are so transferred shall become a Principal Subsidiary of the Issuer at the date on which the first published audited accounts (consolidated, if appropriate) of the Issuer prepared after such transfer are issued, unless such Subsidiary would continue to be a Principal Subsidiary of the Issuer on the basis of such accounts by virtue of the provisions of paragraph (a), (b) or (c) above.

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A report or a certificate by the auditors of the Issuer for the time being, or failing which by one director of the Issuer, that, in their opinion, a Subsidiary is or is not, or was or was not, or is to be treated as or not treated as, a Principal Subsidiary of the Issuer shall, in the absence of manifest error, be conclusive and binding on all parties.

The foregoing list of events of default in Condition 10(A)(i) – (xii) is exclusive. If a Default occurs, the Issuer shall notify the Bondholders as soon as reasonably practicable in accordance with Condition 15.

Notwithstanding the foregoing, if the Issuer shall fail to issue Shares as and when the Shares are required to be delivered following conversion of any Bond, the relevant Bondholders shall be entitled to bring an action against the Issuer for specific performance and the Issuer shall irrevocably waive any right to object to such remedy of specific performance.

(B) Default Cure Amount

If the Bonds have become due and payable pursuant to Condition 10(A), notwithstanding Condition 6(A) and receipt of any payment after the acceleration of the Bonds and provided that no Conversion Notice has been delivered pursuant to Condition 6(A), a Bondholder may exercise its Conversion Right in accordance with this Condition 10(B) by depositing a Conversion Notice (unless with respect to Condition 10(A)(ii) a Conversion Notice has already been deposited in which case further deposit will not be required) at the specified office of the Issuer during the period from and including the date of an acceleration notice with respect to an event specified in Condition 10(A) (at which time the Issuer will notify the Bondholders of the number of Shares per Bond to be delivered upon conversion, assuming all the then outstanding Bonds are converted) to and including the 30th Business Day in the place of the specified office of the Issuer after such payment.

If an Event of Default has occurred pursuant to Condition 10(A)(ii), the Issuer shall at the option of the converting Bondholder in lieu of delivery of the relevant Shares pay to such Bondholder an amount in United States dollars (the “Default Cure Amount”), equal to the product of (x) (i) the number of Shares that are required to be delivered by the Issuer to satisfy the Conversion Right in relation to such converting Bondholder minus (ii) the number of Shares that are actually delivered by the Issuer pursuant to such Bondholders’ Conversion Notice and (y) the Volume Weighted Average Price of the Shares on the Conversion Date; provided that if such Bondholder has received any payment under the Bonds pursuant to this Condition 10(B), the amount of such payment shall be deducted from the Default Cure Amount. Payment of the Default Cure Amount shall be paid to the converting Bondholder on the third business day in the place of the specified office of the Issuer following the date on which notice of exercise of the option to receive the Default Cure Amount is delivered.

11 PRESCRIPTION

Claims in respect of amounts due in respect of the Bonds will become prescribed unless made within 10 years (in the case of principal and premium (if any)) and five years (in the case of interest) from the Relevant Date. “Relevant Date” in respect of any Bond means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is received by or on behalf of the relevant holder.

12 ENFORCEMENT

At any time after the Bonds have become due and repayable, Majority Bondholders may, at their sole discretion and without further notice, take such actions or proceedings against the Issuer as they may think fit to enforce repayment of the Bonds and to enforce the provisions of the Bonds, the Transaction Documents and the Security Documents. The Majority Bondholders shall not be required to have regard to the interests of the Bondholders as a class and shall not have regard to the consequences of such exercise for individual Bondholders. No individual Bondholder may proceed directly against the Issuer unless they have received the prior written consent of the Majority Bondholders.

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13 BONDHOLDERS’ RESOLUTIONS AND MODIFICATION

(A) Bondholder Actions

The Issuer may at any time and shall at the request in writing of persons holding not less than 20 per cent. of the principal amount of the Bonds outstanding at any time convene a meeting of the Bondholders by giving not less than fourteen (14) days’ notice (exclusive of the day on which the notice is given and the day on which the meeting is held) thereof to Bondholders which notice shall specify the date, time and place of the meeting and shall specify the nature of the resolutions to be proposed. Such meeting shall have power by a resolution passed by the Majority Bondholders to, among other things, sanction any modification or compromise or agreement or any arrangement in respect of the rights of the Bondholders against the Issuer, the exchange of the Bonds for or the conversion of the Bonds into obligations or securities of any other company, to do anything required to be done by resolution or to assent to any modification or abrogation of the provisions of the Bonds or to modify or cancel the Guarantee.

A written resolution signed by the Majority Bondholders shall be as valid and effective as if it had been passed at a meeting of the Bondholders duly convened and held.

All resolutions passed at any meeting or resolutions by way of written resolutions or any actions taken by the Majority Bondholders shall be binding on all Bondholders, whether or not they are present or represented at the meeting.

The provisions governing the conduct of meetings are as set out in Exhibit E hereto.

(B) Amendment

Subject to, and in compliance with, these Conditions, any modification or amendment to the Bonds, or any waiver or authorisation of any breach by the Issuer of the Bonds may only be effected after being sanctioned by a resolution of the Majority Bondholders (by way of meeting or in writing).

(C) Notice

In the event of the passing of a resolution in accordance with Condition 13(A) or a modification, waiver or authorisation in accordance with Condition 13(B), the Issuer will procure that the Bondholders be notified of the same in accordance with Condition 15, as soon as practicable thereafter.

14 REPLACEMENT OF CERTIFICATES

If any Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Registrar and made available for collection at the specified office of the Issuer, subject to all applicable laws, upon payment by the claimant of the expenses as may be incurred in connection with such replacement and on such terms as to evidence and indemnity as the Issuer and the Registrar may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

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15 NOTICES

(A) To Bondholders

All notices to Bondholders shall be validly given if mailed or faxed to them at their respective addresses in the Register. Any such notice shall be deemed to have been given on the seventh day after being mailed or, in the case of a facsimile, upon receipt of a successful transmission report.

(B) To the Issuer and/or the Subsidiary Guarantors

Any notice to be given to the Issuer and/or the Subsidiary Guarantors shall be given by post or courier or fax to:

China Metro-Rural Holdings Limited

Suite 2204, 22/F Sun Life Tower

The Gateway

15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Attention: (852) 2111 1890

Fax: Ms. Chris Fan

and shall be deemed delivered, in the case of a notice sent by post, on the seventh day in Hong Kong after posting, in the case of a notice sent by courier, at the time of deliver, in the case of a notice sent by fax, upon receipt of a successful transmission report.

16 MISCELLANEOUS

(A) Agents

The initial Registrar is Butterfield Fulcrum Group (Cayman) Limited at its current specified office at Butterfield House, 68 Fort Street, PO Box 609, Grand Cayman KY1-1107, Cayman Islands. The Issuer reserves the right at any time, with the prior written approval of the Majority Bondholders, to vary or terminate the appointment of any Registrar and appoint a replacement Registrar provided that it will maintain a Registrar with a specified office outside of Hong Kong and the United Kingdom. Notice of any change in the Registrar or its specified office will promptly be given to the Bondholders.

(B) No waiver of Bondholder’s rights

No omission or delay by the Bondholders in exercising any rights under the Bonds shall operate as a waiver, and the single or partial exercise of any such right or rights shall not preclude any other further exercise of such right or rights.

(C) Headings and Condition References and Schedules

Condition headings in these Conditions are included for convenience of reference only and shall not constitute a part of the Bonds for any other purpose. The Exhibits to this Certificate form part of this Certificate and shall be read accordingly.

(D) Time of the Essence

Time shall be of the essence of these Bonds both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the Parties.

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(E) Construction of Certain References

References to:

(i) costs, charges or expenses include any withholding, value added, turnover or similar tax charged in respect thereof;

(ii) a contract or document is to that contract or document as amended, novated, supplemented, restated or replaced from time to time;

(iii) any person shall include its successors in title, permitted assigns and permitted transferees;

(iv) any statute or statutory provision or stock exchange listing rules include: (a) that statute or provision or listing rules as from time to time modified, re-enacted or consolidated whether before or after the Issue Date; (b) any past statute or statutory provision or listing rules (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and (c) any subordinate legislation made from time to time under that statute or statutory provision; and

(v) an action, remedy or method of judicial proceedings for the enforcement of rights of creditors include references to the action, remedy or method of judicial proceedings in jurisdictions other than England as shall most nearly approximate thereto.

(F) Currency of Account and Payment

US dollars is the sole currency of account and payment for all sums payable by the Issuer and/or the Subsidiary Guarantors under or in connection with the Bonds or the Guarantees including damages.

17 GOVERNING LAW AND JURISDICTION

(A) Governing Law

The Bonds and the Guarantees are governed by and shall be construed in accordance with Hong Kong law.

(B) Jurisdiction

The courts of Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Bonds or the Guarantee and accordingly any legal action or proceedings arising out of or in connection with this Certificate or the Guarantee (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits, and each of the Subsidiary Guarantors has irrevocably submitted, to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of the Bondholders and shall not limit the right of the Bondholders to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

(C) Process

The Issuer agrees, and each of the Subsidiary Guarantors has agreed, that the process by which any legal proceedings in Hong Kong are begun may be served on it by being delivered to it at its principal place of business in Hong Kong, currently at Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Hong Kong. If the Issuer or any of the Subsidiary Guarantors ceases to have an agent to accept service of process in Hong Kong, it shall forthwith appoint a further agent in

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Hong Kong to accept service of process on its behalf in Hong Kong and notify the Bondholders of such appointment, and, failing such appointment within fifteen days, any Bondholder shall be entitled to appoint such a person by notice to the Issuer or the relevant Guarantor (as the case may be) and the other Bondholders (at the Issuer’s or the relevant Guarantor’s expense, as the case may be). Nothing in this Condition 17(C) shall affect the right to serve process in any other manner permitted by law.

18 DEFINITIONS

For the purposes of these Conditions:

“Affiliate” means with respect to any party, any company which is a subsidiary, or a holding company of that party, or any subsidiary of any such holding company, or which it directly or indirectly Controls, is Controlled by or under direct or indirect Control with such party or company;

“Authorised Denomination” has the meaning given to that term in Condition 2(A);

“Average Life” means, at any date of determination with respect to any Financial Indebtedness, the quotient obtained by dividing (i) the sum of the products of (a) the number of years from such date of determination to the dates of each successive scheduled principal payment of such Financial Indebtedness and (b) the amount of such principal payment by (ii) the sum of all such principal payments;

“Bondholder” has the meaning given to that term in Condition 2(B);

“Bonds” has the meaning given to that term in the recitals to these Conditions;

“Borrowings” means, at any time, the outstanding principal, capital or nominal amount and any fixed or minimum premium payable on prepayment or redemption of any indebtedness for or in respect of Financial Indebtedness excluding (a) any outstanding principal, premium and interest payable in relation to the Bonds and (b) any Financial Indebtedness in the form of interest-free shareholder loans incurred by non-wholly-owned Subsidiaries to finance the ownership, acquisition, construction, development or operation of a particular asset;

“business day” means, in relation to each relevant place, a day other than a Saturday or Sunday on which commercial banks are open for business in such place;

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all classes of partnership interests in a partnership, any and all membership interests in a limited liability company, any and all other equivalent ownership interests and any and all warrants, rights or options to purchase any of the foregoing;

“Cash” means, at any time, cash at bank credited to an account in the name of any member of the Group with a reputable financial institution and to which such member of the Group is alone beneficially entitled and for so long as (a) that cash is repayable on demand; (b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Borrower or of any other person whatsoever or on the satisfaction of any other condition; and (c) there is no Security Interest over that cash;

“Cash Equivalent Investments” means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

“Certificates” has the meaning given to that term in Condition 2(A);

“Chargors” means, collectively, the Issuer and the Subsidiary Guarantor Chargors;

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“Collateral” means all collateral securing, or purported to be securing, directly or indirectly, the Bonds, the or the Guarantee pursuant to the Security Documents, and shall initially consist of all of the Capital Stock of each of M.S. Electronic Emporium Limited, China Metro-Rural Limited, China Metro-Rural Exchange Limited and China Focus City (H.K.) Holdings Limited and 85 per cent. of the Capital Stock of China Metro-Rural Development Limited;

“Commodity Hedging Agreement” means any spot, forward or option commodity price protection agreements or other similar agreement or arrangement designed to protect against fluctuations in commodity prices;

“Consolidated EBIT” means, for any Relevant Period, the consolidated operating profits of the Group for that Relevant Period prepared in accordance with IFRS and derived from the consolidated income statement, before taking into account of:

(i) any financing incomes and finance costs;

(ii) any income taxation credits and income taxation expenses (and other taxes);

(iii) share of results of associates;

(iv) profit and loss attributable to non-controlling interests;

(v) any increase or decrease in fair values of investment properties and investment properties under construction; and

(vi) any increase or decrease in fair values of derivative financial liabilities;

“Consolidated Finance Charges” means, for any Relevant Period, the aggregate amount of interest expenses, commission, fees, discounts, prepayment penalties or premiums and other finance payments in respect of Borrowings whether accrued, paid or payable and whether or not capitalised by any member of the Group in respect of that Relevant Period:

(i) excluding any such obligations owed to any other member of the Group;

(ii) including the interest element of leasing and hire purchase payments;

(iii) including any amounts paid, payable or accrued by any member of the Group to counterparties under any interest rate hedging instrument;

(iv) deducting any amounts paid, payable or accrued by counterparties to any member of the Group under any interest rate hedging instrument;

(v) deducting any interest paid, payable to or accrued to the benefit of the Group on any deposit or bank account; and

(vi) excluding any interest expenses of the Bonds;

“Consolidated Tangible Net Worth” means at any time the aggregate of the amounts paid up or credited as paid up on the issued share capital of the Issuer and the amount standing to the credit of the reserves of the Group, which include but are not limited to any amount credited to the share premium account and retained earnings, but deducting:

(i) (to the extent included) any amount shown in respect of goodwill (including goodwill arising only on consolidation) or other intangible assets of the Group;

(ii) any amount in respect of non-controlling interests under the heading “Equity” derived from the consolidated statement of financial position of the Group; and

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(iii) any amount in respect of any dividend or distribution declared, recommended or made by any member of the Group to the extent payable to a person who is not a member of the Group and to the extent such distribution is not provided for in the most recent financial statements;

and so that no amount shall be included or excluded more than once;

“Consolidated Total Borrowings” means at any time the aggregate amount of all obligations of the Group for or in respect of Borrowings but excluding any such obligations to any other member of the Group and deducting the aggregate amount of freely available Cash and Cash Equivalent Investments held by the Group at such time, and so that no amount shall be included or excluded more than once;

“Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of share capital, possession of voting rights, by contract or otherwise, and “Controller”, “Controlled”, “Controlling” and “Controls” shall be construed accordingly;

“Conversion Date” has the meaning given to that term in Condition 6(B);

“Conversion Notice” has the meaning given to that term in Condition 6(B);

“Conversion Period” has the meaning given in Condition 6(A);

“Conversion Price” has the meaning given in Condition 6(A);

“Conversion Right” has the meaning given to that term in Condition 6(A);

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect against fluctuations in foreign exchange rates;

“Default” means an Event of Default or an event or circumstance which could with the giving of notice, lapse of time and/or issue of a certificate become an Event of Default;

“Equivalent Amount” means in an amount in any other currency as reasonably determined by the Issuer (and failing which the Majority Bondholders) on the basis of the middle spot rate for Renminbi against the relevant currency as quoted by any leading bank at or around 11:00 a.m. (New York City time) on the Stock Exchange Business Day (as defined in Condition 6(B)(i)) immediately prior to the relevant time for determination;

“Event of Default” has the meaning given to that term in Condition 10(A);

“Exchange Act” means the U.S. Securities Exchange Act of 1934;

“Fair Market Value” means, with respect to any assets, distribution, security, option, warrant or other right on any date, the fair market value of that asset, security, option, warrant or other right as determined by an Independent Investment Bank provided that (i) where non US dollars cash is distributed, the fair market value of cash amount should be the US dollar amount as determined by an Independent Investment Banker; (ii) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by such Independent Investment Bank) the fair market value of such options, warrants or other rights shall equal the volume-weighted average price of such options, warrants or other rights during the period of five trading days on the relevant stock exchange commencing on the first such trading day on which such options, warrants or other rights are publicly traded; (ii) the fair market value of a non-cash dividend paid or to be paid per share shall be the amount of such non-cash dividend per share determined as at the date of announcement of such dividend and (iii) the fair market value of any other non-cash amount shall be equal to such non-cash amount;

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“Financial Indebtedness” means any indebtedness for or in respect of:

(i) moneys borrowed;

(ii) any amount raised by acceptance under any acceptance credit facility;

(iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(iv) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;

(v) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(vi) any amount raised under any other financing transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(vii) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution other than guarantees given in respect of mortgage applications by customers of the Group provided in the usual and ordinary course of business; and

(viii) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above of this definition.

and when calculating Financial Indebtedness, no liability shall be taken into account more than once;

“Group” means the Issuer and its Subsidiaries from time to time;

“Guarantee” has the meaning given to that term in the recitals to these Conditions;

“Hedging Obligation” of any person means the obligations of such person pursuant to any Commodity Hedging Agreement, Currency Agreement or Interest Rate Agreement;

“HK$” or “Hong Kong dollars” means Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;

“IFRS” means the International Financial Reporting Standards, as amended from time to time;

“Independent Investment Bank” means an independent investment bank of international repute (acting as an expert) selected by the Issuer (at its own expense) and approved by the Majority Bondholders, which must not unreasonably delay or withhold approval. If the Issuer fails to select an Independent Investment Bank when required by these Conditions (save for any failure by the Majority Bondholders to provide approval), the Majority Bondholders may select the Independent Investment Bank (at the expense of the Issuer);

“Interest Payment Date” has the meaning given to that term in Condition 5(A);

“Interest Period” means the period beginning on and including the Issue Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date;

“Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement designed to protect against fluctuations in interest rates;

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“Issue Date” has the meaning given to that term in the recitals to these Conditions;

“Issuer” has the meaning given to that term in the recitals to these Conditions;

“Majority Bondholders” means, at any time, any one or more holders holding Bonds or being proxies or representatives in respect of Bonds and representing, in the aggregate, more than 50 per cent. of the aggregate principal amount of all Bonds then outstanding;

“Material Adverse Change” means any material adverse change which occurs in relation to the Issuer or any Subsidiary which has or, is likely to have, a material adverse effect on the condition (financial or otherwise), prospects, results of operations, general affairs or assets of any Principal Subsidiary or the Group (taken as a whole), or which materially and adversely affects the ability of the Issuer or any Subsidiary Guarantor to perform any of its material obligations under the Transaction Documents;

“Maturity Date” has the meaning given to that term in Condition 8(A);

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury;

“Option Put Date” has the meaning given to that term in Condition 8(B);

“Ordinary Course of Business” means any of the businesses of the Issuer and its Subsidiaries on the Issue Date (as described in the Issuer’s most recent annual report filed on Form 20-F with the SEC), and any business which is related, ancillary or complementary to any of those businesses;

“Permitted Hedging Obligations” means Hedging Obligations entered into in the ordinary course of business and designed solely to protect the Guarantor or any of its Subsidiaries from fluctuations in interest rates, currencies or the price of commodities and not for speculation;

“Permitted Refinancing Indebtedness” means Financial Indebtedness of any member of the Group issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Financial Indebtedness and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (i) Financial Indebtedness the proceeds of which are used to refinance or refund Financial Indebtedness that is subordinated in right of payment to, the Bonds shall only be permitted if such new Financial Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Financial Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Bonds at least to the extent that the Financial Indebtedness to be refinanced is subordinated to the Bonds, (ii) such new Financial Indebtedness, determined as of the time of incurrence of such new Financial Indebtedness, does not mature prior to the stated maturity of the Financial Indebtedness to be refinanced or refunded, and the Average Life of such new Financial Indebtedness is at least equal to the remaining Average Life of the Financial Indebtedness to be refinanced or refunded and (iii) in no event may Financial Indebtedness of the Issuer be refinanced by means of any Financial Indebtedness of any member of the Group;

“Permitted Security” means:

(i) security for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with current accounting practice shall have been made;

(ii) statutory and common law Security Interests of landlords and carriers, warehousemen, mechanics, suppliers, repairmen or other similar Security Interests arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal or administrative proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with current accounting practice shall have been made;

47

(iii) Security Interests incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);

(iv) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Guarantor and its Subsidiaries, taken as a whole;

(v) Security Interests encumbering property or assets under construction arising from progress or partial payments by a customer of the Guarantor or its Subsidiaries relating to such property or assets;

(vi) any interest or title of a lessor in the property subject to any operating lease;

(vii) Security Interests in favour of the Guarantor or any Subsidiary;

(viii) Security Interests arising from the rendering of a final judgment or order against the Issuer or any Subsidiary that does not give rise to an Event of Default;

(ix) Security Interests securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(x) Security Interests in favour of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(xi) Security Interests encumbering customary initial deposits and margin deposits, and other Security Interests that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Financial Indebtedness under Permitted Hedging Obligations;

(xii) Security Interests existing on the Issue Date;

(xiii) easements, rights-of-way, municipal and zoning ordinances or other restrictions as to the use of properties in favour of governmental agencies or utility companies that do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Guarantor or any Subsidiary;

(xiv) Security Interests on deposits made in order to comply with statutory obligations to maintain deposits for workers compensation claims, unemployment insurance laws and other purposes specified by statute made in the ordinary course of business;

“person” or “Person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity);

“PIK Payment” has the meaning given to it in Condition 5;

“PIK Principal Portion” has the meaning given to it in Condition 5;

“PRC” means the People’s Republic of China excluding the Hong Kong Special Administrative Region of the People’s Republic of China, the Macao Special Administrative Region of the People’s Republic of China and Taiwan;

“Put Exercise Notice” has the meaning given to that term in Condition 8(B);

48

“Register” has the meaning given to it in Condition 2(A);

“Registrar” has the meaning given to it in Condition 3(A);

“Registration Rights Agreement” means the registration rights agreement dated [•] entered into by the Issuer and Willis Plus Limited in respect of, amongst other matters, the registration of the Shares;

“Relevant Period” means each period of twelve months ending on the last day of the Guarantor’s financial year and each period of twelve months ending on the last day of the first half of the Guarantor’s financial year;

“Sanctions” U.S. sanctions administered by the Office of Foreign Assets Control of OFAC or any sanctions administered by the European Union or the United Nations;

“SEC” means the U.S. Securities and Exchange Commission;

“Secured Obligations” means the payment and other obligations of the Issuer in connection with the Transaction Documents and the Subsidiary Guarantors’ obligations in connection with the Guarantee;

“Securities Act” means the U.S. Securities Act of 1933;

“Security Documents” means, collectively, the security documents and any other agreements or instruments from time to time that may evidence or create any security in favour of the Bondholders in any or all of the Collateral;

“Security Interest” means any mortgage, charge, lien, pledge, encumbrance, or other security interest of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to create any mortgage, charge, lien, pledge, security interest, easement or encumbrance of any kind);

“Shares” has the meaning given to that term in Condition 6(A);

“Stock Exchange Business Day” has the meaning given to it in Condition 6(B)(i);

“Subscription Agreement” means the subscription agreement dated [•] 2012 entered into by the Issuer and the investor named therein;

“Subsidiary” of any person means (a) any company or other business entity of which that person owns and controls (either directly or through one or more other Subsidiaries) more than 50 per cent. of the issued share capital or other ownership interest having ordinary voting power to elect directors, managers or trustees of such company or other business entity, or (b) any company or other business entity which at any time has its accounts consolidated with those of that person or which, under the law, regulations or generally accepted accounting principles of the jurisdiction of incorporation of such person from time to time, should have its accounts consolidated with those of that person;

“Subsidiary Deed of Guarantee” means the deed of guarantee dated [•] executed by the Subsidiary Guarantors, as amended or supplemented from time to time;

“Subsidiary Guarantor” means any initial Subsidiary Guarantor named herein and any Future Subsidiary Guarantor which guarantees the payment of the Bonds; provided that a Subsidiary Guarantor will not include any person or entity whose Subsidiary Guarantee has been released in accordance with the Subsidiary Guarantee;

“Subsidiary Guarantor Chargor” means any initial Subsidiary Guarantor Chargor named herein and any Future Subsidiary Guarantor Chargor as described in Condition 4(A);

49

“Taxation” includes all present and future tax, levy, impost, duty or other charge, fee, deduction or withholding of a similar nature (including any penalty or interest payable in connection with the failure to pay, or delay in paying, any of those);

“Transaction Documents” means the Bonds, these Conditions, the Subsidiary Deed of Guarantee, the Subscription Agreement, the Registration Rights Agreement, the Warrants, the Warrant Instrument and the Security Documents;

“US$” or “US dollars” means United States dollars, the lawful currency of the United States of America;

“Volume Weighted Average Price” means, in respect of a Share on any Trading Day, the order book volume-weighted average price of a Share published by or derived from Bloomberg (or any successor service) page US Equity VAP or, in the case of securities other than Shares, the principal stock exchange or securities market on which such securities are then listed or quoted or dealt in or, in any other case, such other source as shall be determined to be appropriate by an Independent Investment Bank on such Trading Day, provided that on any such Trading Day where such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of a Share in respect of such Trading Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding Trading Day on which the same can be so determined;

“Warrant Instrument” means the instrument relating to the Warrants dated [•] 2012 entered into by the Issuer; and

“Warrants” means the 6,000,000 warrants issued by the Issuer pursuant to the Warrant Instrument exercisable into 6,000,000 Shares.

50

EXHIBIT A

FORM OF TRANSFER

TRANSFER NOTICE

China Metro-Rural Holdings Limited

US$60,000,000 14 per cent. Guaranteed Secured Convertible Bonds due 2017

1. FOR VALUE RECEIVED the undersigned hereby transfers to

___________________________________________

___________________________________________

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE AND THE OTHER DETAILS REQUIRED UNDER CONDITION 3(A))

US$[•] ([•]United States dollars) principal amount of the 14 per cent. Guaranteed Secured Convertible Bonds due 2017 in respect of which this Certificate (Certificate No.: [•]) is issued, and all rights in respect thereof.

2. All payments in respect of the Bonds hereby transferred are to be made (unless otherwise instructed by the transferee) to the following account:

Name of bank :

US$ account number :

For the account of :

3. The transferor hereby requests that a Certificate evidencing the Bonds not so transferred be issued in its name and be made available for collection at the specified office of the Issuer/ despatched (at its risk) to the person whose name and address is given below and in the manner specified below in accordance with Condition 3(A).

Name: ____________________________________________

Address: __________________________________________

__________________________________________________

__________________________________________________

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4. The transferor and the transferee confirm that this transfer is not made pursuant to an underwritten offering or similar arrangement (within the meaning of the Securities Act).

5. The transferee hereby undertakes in favour of the Issuer that it will not sell or otherwise transfer the bonds or the Shares issued under the Bonds pursuant to an underwritten offering or similar arrangement (within the meaning of the Securities Act).

Dated:

Certifying Signature of transferor	Certifying Signature of transferee
Name:	Name:

Notes:

(a) A representative of the holder of the Bonds should state the capacity in which he signs, e.g. executor.

(b) The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a notary public or in such other manner as the Issuer may require.

(c) This form of transfer should be dated as of the date it is deposited with the Issuer.

(d) Transfers of the Bonds are subject to the restrictions set out in Condition 3 and Exhibit D.

52

EXHIBIT B

FORM OF CONVERSION NOTICE

CONVERSION NOTICE

China Metro-Rural Holdings Limited

US$60,000,000 14 per cent. Guaranteed Secured Convertible Bonds due 2017

[Date]

To: China Metro-Rural Holdings Limited (the “Issuer”)

Re: Conversion Notice in relation to the US$60,000,000 14 per cent. Guaranteed Secured Convertible Bonds due 2017 (the “Bonds”), constituted by the Certificate issued in respect of the Bonds.

Dear Sirs,

We, being the holder of Bonds in the aggregate principal amount of US$[•] of the Bonds, hereby deliver this Conversion Notice pursuant to Condition 6(B) of the Bonds and notify the Issuer of the exercise of the conversion rights set forth in Condition [6(A)(i)]/[6(A)(iv)] of the Bonds to convert [all of the outstanding principal amount of the Bonds] [such principal amount of the Bonds set out below] at the prevailing Conversion Price set out below. Capitalised terms used herein shall, unless otherwise defined, have the same meanings as given to them in the Certificate and the Conditions.

1. Total principal amount and certificate numbers of Bonds to be converted:

Total principal amount:

Total number of Bonds:

Certificate numbers of Bonds:

N.B. The certificate numbers of Bonds attached need not be in consecutive serial numbers.

2. Conversion Price on Conversion Date:

3. Total number of Shares to be issued:

4. Name(s), address(es) and signature(s) of person(s) in whose name(s) the Shares required to be delivered on conversion are to be registered:

Name: _______________________________________

Address: _____________________________________

_____________________________________________

_____________________________________________

Telephone Number: ____________________________

Fax Number: _________________________________

53

5. I/We hereby request that the Shares be in [dematerialised/physical certificate]* form and that any certificates together with any other securities, property or cash required to be delivered upon conversion be despatched (at my/our risk) to the person whose name and address is given below and in the manner specified below:

a. Name of Addressee:

Name: __________________________________________

Address: ________________________________________

________________________________________________

________________________________________________

Manner of dispatch (if other

than by ordinary mail): _____________________________

b. DTC Account Number (if Shares in dematerialised form)

Transaction Code Number: _________________________

_______________________________________________

c. Bank Details (if payment of cash by wire transfer):

Bank: __________________________________________

Address: ________________________________________

Bank Code (SWIFT/ABAN/etc.): ____________________

Account no: _____________________________________

Accountholder: __________________________________

6. I/We hereby request that a Certificate evidencing the Bonds not so converted be issued in our name and be made available for collection at the specified office of the Issuer/ despatched (at my/our risk) to the person whose name and address is given below and in the manner specified below in accordance with Condition 6(B)(iii).

Name of Addressee: ______________________________

Address: _______________________________________

_______________________________________________

_______________________________________________

Manner of dispatch (if other

than by ordinary mail): ____________________________

54

7. The Certificates representing the Bonds converted hereby accompany this Conversion Notice.

8. I/We hereby confirm and undertake that I/we will make all payments as required under Condition 6(B)(ii).

* (Delete as appropriate)

Name:	Date:
Address:
Signature:

Notes:

(i) This Conversion Notice will be void unless the introductory details, Sections 1, 2, 3, 4, 5 and (if applicable) 6 are completed.

(ii) Despatch of share certificates or other securities or property will be made at the risk of the converting Bondholder.

(iii) If an adjustment contemplated by the terms and conditions of the Bonds is required in respect of a conversion of Bonds where additional Shares are to be issued, certificates for the additional Shares deliverable pursuant to such adjustment (together with any other securities, property or cash) will be delivered or despatched in the same manner as for the Shares, other securities, property and cash pursuant to this Conversion Notice.

(iv) The Conversion Date falls on the Stock Exchange Business Day immediately following the delivery of this Conversion Notice and the surrender of the Certificate of the Bonds, and if applicable, any payment to be made or indemnity given under the Conditions.

(v) Share certificates may carry a legend indicating that the Shares are restricted securities which may not be sold or transferred absent registration under the US Securities Act or an exemption from registration.

55

EXHIBIT C

FORM OF PUT NOTICE

PUT EXERCISE NOTICE

China Metro-Rural Holdings Limited

US$60,000,000 14 per cent. Guaranteed Secured Convertible Bonds due 2017

By depositing this duly completed Put Exercise Notice at the specified office of China Metro-Rural Holdings Limited (the “Issuer”) for the Bonds described above (the “Bonds”) the undersigned holder of such of the Bonds as are represented by the Certificate that is surrendered with this Put Exercise Notice and referred to below irrevocably exercises its option to have such Bonds, or the principal amount of Bonds specified below redeemed on [Specify Optional Put Date] under Condition 8(B) of the Bonds.

This Put Exercise Notice relates to Bonds in the aggregate principal amount of US$[•], bearing the following certificate numbers:

Payment Instructions

Please make payment in respect of the above Bonds as follows:

*(a) by transfer to the registered account of the holder appearing in the Register.

*(b) by transfer to the following US dollar account in Hong Kong or New York City:

Bank: _______________________________________________

Address: _____________________________________________

Bank Code (SWIFT/ABAN/etc.): _________________________

Account no: __________________________________________

Accountholder: _______________________________________

*Delete as appropriate

Name:	Date:
Address:
Signature:

56

EXHIBIT D

REGULATIONS CONCERNING THE TRANSFER AND REGISTRATION OF THE

BONDS

1 Each Bond shall be in the denomination of US$100,000. Certificates, each evidencing entitlement to one or more Bonds, shall be issued in accordance with the Conditions.

2 The Bonds are transferable by execution of the Form of Transfer on each Certificate endorsed under (a) the hand of the transferor or, where the transferor is a corporation, under its common seal or under the hand of a director or a duly authorised officer in writing, and (b) the hand of the transferee or, where the transferee is a corporation, under its common seal or under the hand of a director or a duly authorised officer in writing. In this Exhibit “transferor” shall where the context permits or requires include joint transferors and be construed accordingly.

3 The Certificate issued in respect of the Bond to be transferred must be delivered for registration to the office of the Issuer accompanied by such other evidence (including certificates and/or legal opinions) as the Issuer or the Registrar may reasonably require to prove the title of the transferor or his right to transfer the Bond and his identity and, if the Form of Transfer is executed by some other person on his behalf or in the case of the execution of a Form of Transfer on behalf of a corporation by its officers, the authority of that person or those persons to do so. The signature of the person effecting a transfer of a Bond shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Issuer or the Registrar may reasonably require.

4 The executors or administrators of a deceased holder of Bonds (not being one of several joint holders) and, in the case of the death of one or more of joint holders, the survivor or survivors of such joint holders, shall be the only persons recognised by the Issuer and the Registrar as having any title to such Bonds.

5 Any person becoming entitled to Bonds in consequence of the death or bankruptcy of the holder of such Bonds may, upon producing such evidence that he holds the position in respect of which he proposes to act under this paragraph or of his title as the Issuer or the Registrar shall reasonably require (including certificates and/or legal opinions), be registered himself as the holder of such Bonds or, subject to the preceding paragraphs as to transfer, may transfer such Bonds. The Issuer or the Registrar may retain any amount payable upon the Bonds to which any person is so entitled until such person shall be so registered or shall duly transfer the Bonds.

6 Unless otherwise requested by him and agreed by the Issuer, a holder of Bonds shall be entitled to receive only one Certificate in respect of his holding.

7 The joint holders of a Bond shall be entitled to one Certificate only in respect of their joint holding which shall, except where they otherwise direct, be delivered to the joint holder whose name appears first in the Register in respect of the joint holding.

8 The Issuer and the Registrar shall make no charge to the holders for the registration of any holding of Bonds or any transfer of Bonds or for the issue of any Certificates or for the delivery of Certificates at the specified office of the Issuer or by uninsured post to the address specified by the holder. If any holder entitled to receive a Certificate wishes to have it delivered to him otherwise than at the specified office of the Issuer, such delivery shall be made upon his written request to the Issuer, at his risk and (except where sent by uninsured post to the address specified by the holder) at his expense.

57

9 The Registrar will within three Business Days of receipt by the Issuer of the original certificate and the Form of Transfer duly completed and signed effect a transfer of the relevant Bonds and (a) make available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, despatch by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder and at the Issuer’s expense) to such address specified in the Form of Transfer, a new Certificate to the transferee in respect of the Bond or Bonds transferred and (b) in the case of a transfer or exercise of fewer than all the Bonds in respect of which a Certificate is issued, a new Certificate in respect of the Bonds not transferred or exercised will be made available for collection at the specified office of the Issuer or despatch by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder and at the Issuer’s expense) to the address of such holder appearing on the Register.

10 Notwithstanding any other provisions of this Certificate, the Issuer shall register the transfer of any Bond only upon presentation of an executed and duly completed Form of Transfer substantially in the form set forth in Exhibit A together with any other documents thereby required pursuant to Condition 3.

11 The Issuer may promulgate any other regulations (including amending these regulations) that it may deem reasonably necessary for the registration and transfer of the Bonds.

58

EXHIBIT E

PROVISIONS GOVERNING BONDHOLDER MEETINGS

(A) Poll

On a poll each Bondholder, proxy or representative will have a vote in respect of each Bond held or for which it is a proxy or representative. All votes will be conducted by poll.

(B) Conduct and Quorum

Any meeting of the Bondholders shall (subject to the provisions of this Exhibit and Condition 13) be convened, conducted and held in all respects as near as possible in the same way as shall be provided by the bye-laws for the time being of the Issuer with regard to general meetings of the Issuer provided that no member of the Issuer not being a director or officer of the Issuer shall be entitled to notice thereof or to attend thereat unless he is also a Bondholder and that the quorum at any such meeting shall be persons holding or representing by proxy or representative more than 50 per cent. of the principal amount of the Bonds for the time being outstanding. In the event of any conflict between the bye-laws of the Issuer for the time being and Condition 13 and this Exhibit, the Conditions and this Exhibit shall prevail.

(C) Proxies

Any Bondholder shall be permitted to appoint a proxy to represent him at any Bondholders’ meeting held in accordance with this Instrument. A proxy need not be a Bondholder and need not be a member of the Issuer. Any Bondholder wishing to appoint a proxy must deliver to the specified office of the Issuer a notice in writing signed by the Bondholder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation stating that the Bondholder desires to appoint a proxy to represent the Bondholder at the meeting. The notice shall state the name of the proxy and the notice will only be valid if delivered to the specified office of the Issuer at least 48 hours prior to the time appointed for the commencement of the meeting. A validly appointed proxy shall have the right to vote on a resolution or act on his or its behalf in connection with any meeting or proposed meeting. A holder of a Bond which is a corporation may by delivering to the specified office of the Issuer not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body in English authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of Bondholders.

A proxy or representative so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with any meeting or proposed meeting of Bondholders specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bond shall be deemed for such purposes not to be the holder.

(D) Adjournments

If within a quarter of an hour after the time appointed for any meeting of Bondholders a quorum as set out in paragraph (B) above is not present the meeting shall stand adjourned to such day (not being less than fourteen (14) or more than twenty-eight (28) days after the date of the meeting from which such adjournment takes place) and time and place as the chairman of the meeting may determine and at the adjourned meeting the Bondholders present (whatever the amount held or represented by them) shall form a quorum. Notice of an adjourned meeting shall be given in like manner as for the original meeting and such notice shall state that the Bondholders present at such meeting whatever their number or the Bonds held or represented by them will constitute a quorum for all purposes.

59

The chairman of the meeting may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting which may not lawfully have been transacted at the meeting from which the adjournment took place.

The chairman shall be selected by the Issuer, failing whom the Majority Bondholders (on behalf of all Bondholders) shall be entitled to elect a chairman (who need not be a Bondholder).

The following shall be entitled to attend and vote at any meeting of Bondholders

(a) Bondholders, proxies and representatives.

The following shall be entitled to attend any meeting of the Bondholders

(a) Representatives of the Issuer and the Guarantor;

(b) The Issuer’s and the Guarantor’s legal and financial advisers.

(E) Written Resolutions

A resolution in writing signed by or on behalf of the Majority Bondholders who for the time being are entitled to receive notice of a meeting in accordance with these provisions shall for all purposes be as valid as a resolution passed at a meeting of Bondholders convened and held in accordance with these provisions. Such resolution in writing may be in one document or several documents in like form each signed by or on behalf of one or more of the Bondholders.

60

EX-99.4

Exhibit 99.4

[•] 2012

CHINA METRO-RURAL HOLDINGS LIMITED

WARRANT INSTRUMENT

relating to

Registered Warrants to subscribe for

Shares

of

China Metro-Rural Holdings Limited

Linklaters

10th Floor, Alexandra House

Chater Road

Hong Kong

Telephone (852) 2842 4888

Facsimile (852) 2810 8133/2810 1695

Ref: L-202213

TABLE OF CONTENTS

Contents	Page
1       Interpretation		1
2       Form of the Warrants; Issue of the Warrants		4
3       Taxes		5
4       Adjustments		6
5       General Covenants		6
6       Original Document		9
7       Suit by Warrantholders		9
8       Warrantholders’ Resolutions and Modification		10
9       Communications		10
10     Governing Law and Jurisdiction		11
SCHEDULE 1 Form of Definitive Warrant		12
SCHEDULE 2 Terms and Conditions of the Warrants		18
SCHEDULE 3 Exercise Notice		49
SCHEDULE 4 Regulations Concerning the Transfer and Registration of the Warrants		53

- i -

This Instrument by way of deed poll is made on [•] 2012 by:

CHINA METRO-RURAL HOLDINGS LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands, with headquarters located at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong (the “Issuer”).

Whereas:

(A) The Issuer proposes to issue 6,000,000 Warrants to the Warrantholders, which will be exercisable, on the terms and subject to the conditions set forth herein, for 6,000,000 ordinary shares of the Issuer, par value US$0.001 per share (the “Shares”).

(B) The Warrants are to be in registered form and will be issued to each Warrantholder in definitive form.

Now this Instrument WITNESSES as follows:

1 Interpretation

1.1 Definitions:

Unless the context otherwise requires, capitalised terms used in this Instrument shall have the meanings given to them in the terms and conditions of the Warrants set out in Schedule 2 (and any reference to a particularly numbered Condition shall be construed accordingly) (the “Conditions”) and the provisions in Clause 1.2 shall apply. Notwithstanding the foregoing, the following expressions shall have the following meanings:

“Affiliate” means with respect to any party, any company which is a subsidiary, or a holding company of that party, or any subsidiary of any such holding company, or which it directly or indirectly Controls, is Controlled by or under direct or indirect Control with such party or company.

“Board of Directors” means the board of directors of the Issuer.

“business day” means (other than in Condition 3 and Schedule 4) a day (other than a Saturday or Sunday) on which commercial banks in Hong Kong are open for business.

“Certificates” means a definitive certificate issued in respect of the Warrants in the form set out in Schedule 1.

“Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of share capital, possession of voting rights, by contract or otherwise, and “Controller”, “Controlled”, “Controlling” and “Controls” shall be construed accordingly.

1

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Instrument” means this Instrument (as from time to time modified in accordance with this Instrument) and any other document executed in accordance with this Instrument (as from time to time so modified) and expressed to be supplemental to this Instrument.

“Initial Warrantholders” means Willis Plus Limited.

“Issue Date” means the issue date of the Warrants as set out and defined in the Conditions.

“Listing Rules” means the applicable rules and regulations of the NYSE.

“Majority Warrantholders” means, at any time, any one or more holders holding Warrants or being proxies or representatives in respect of Warrants and representing, in the aggregate, more than 50 per cent. of the aggregate number of all Warrants then unexercised.

“NYSE MKT” means NYSE MKT LLC (formerly known as NYSE Amex LLC).

“person” or “Person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity).

“Registrar” means Butterfield Fulcrum Group (Cayman) Limited at its specified office outside Hong Kong and the United Kingdom (currently at Butterfield House, 68 Fort Street, PO Box 609, Grand Cayman KY1-1107, Cayman Islands, and, upon any change to such specified office, the Issuer shall promptly give notice in writing to the Warrantholders in accordance with Condition 13 and the term “specified office” in respect of the Registrar shall be construed accordingly).

“Subsidiary” of any person means (a) any company or other business entity of which that person owns or controls (either directly or through one or more other Subsidiaries) more than 50 per cent. of the issued share capital or other ownership interest having ordinary voting power to elect directors, managers or trustees of such company or other business entity, or (b) any company or other business entity which at any time has its accounts consolidated with those of that person or which, under the law, regulations or generally accepted accounting principles of the jurisdiction of incorporation of such person from time to time, should have its accounts consolidated with those of that person.

2

“Shareholder” means a person in whose name a Share is registered.

“Taxes” means any taxes or capital, stamp, issue and registration and transfer duties.

“unexercised” means, in relation to the Warrants, all the Warrants issued except (a) those in which the Exercise Right has been duly exercised and discharged in accordance with the Conditions (and, for the avoidance of doubt, a Warrant in respect of which an Exercise Right has occurred shall be deemed to remain unexecuted until the Exercise Right has been satisfied and discharged even if the holder is removed from the Register during the exercise process), (b) those which have been purchased and cancelled as provided in the Conditions, and (c) those mutilated, destroyed or defaced Warrants which have been surrendered and cancelled and in respect of which replacement Warrants have been issued pursuant to the Conditions; provided that for the purposes of determining how many Warrants are unexercised for the purposes of the Conditions, those Warrants which are beneficially held by or on behalf of the Issuer or any of its Subsidiaries and not yet cancelled shall be deemed not to remain unexercised.

“United States” means the United States of America.

“Warrantholder” or, in respect of a Warrant, “holder” means a person or persons who is or are for the time being registered as the holder of a Warrant.

“Warrants” comprises of the 6,000,000 warrants exercisable, on the terms and subject to the Conditions, for subscription of an aggregate of 6,000,000 Shares at the initial exercise price of US$ 1.2973 per Share, subject to adjustment and which are in registered form and will be issued hereunder in or substantially in the form set out in Schedule 1 and for the time being remaining unexercised or, as the context may require, a specific number thereof and includes any replacement Warrant or Warrants issued pursuant to Condition 3.

1.2 Construction of Certain References

References to:

1.2.1 costs, charges or expenses include any withholding, value added, turnover or similar tax charged in respect thereof;

1.2.2 a contract or document is to that contract or document as amended, novated, supplemented, restated or replaced from time to time;

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1.2.3 any person shall include its successors in title, permitted assigns and permitted transferees;

1.2.4 any statute or statutory provision or stock exchange listing rules include: (a) that statute or provision or listing rules as from time to time modified, re-enacted or consolidated whether before or after the Issue Date; (b) any past statute or statutory provision or listing rules (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and (c) any subordinate legislation made from time to time under that statute or statutory provision;

1.2.5 an action, remedy or method of judicial proceedings for the enforcement of rights of creditors include references to the action, remedy or method of judicial proceedings in jurisdictions other than Hong Kong as shall most nearly approximate thereto; and

1.2.6 “US$”, “US dollar” or “US dollars” means US dollars, the lawful currency of the United States.

1.3 Headings

Headings and subheadings shall be ignored in construing this Instrument.

1.4 Schedules

The Schedules are part of this Instrument and have effect accordingly.

2 Form of the Warrants; Issue of the Warrants

2.1 Warrants

The Issuer hereby irrevocably and unconditionally grants to the Initial Warrantholders 6,000,000 Warrants exercisable into 6,000,000 Shares in accordance with, and subject to, the terms of this Instrument. The Warrants will be issued by the Issuer in registered form with the full benefit of this Instrument and the Conditions. The Issuer shall deliver Certificates in respect of the Warrants to or to the order of each Initial Warrantholder and procure the Registrar to make such entries of Warrants in the register of Warrantholders as appropriate.

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2.2 Signature

The Certificates will be signed and sealed or signed manually, by a director of the Issuer and the Certificates will be authenticated by or on behalf of the Registrar. The Issuer may use the signature of a person who at the time of issue of any Certificates is such a director of the Issuer even if at the time of delivery of such Certificates he no longer holds that office. Certificates so executed and authenticated will be binding and valid obligations of the Issuer.

2.3 Issue

Issue and delivery of the Warrants shall be complete on the issue and delivery of the Certificates to or to the order of each Warrantholders and completion of the register of Warrantholders by or on behalf of the Registrar.

2.4 Entitlement to treat holder as owner

A Warrantholder will (except as otherwise required by law or so ordered by a court of competent jurisdiction) be treated as the absolute owner of a Warrant registered in his name for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any equitable or other interest in it or any writing on or the theft or loss of the Certificate issued in respect of it) and no person (including the Issuer) will be liable for so treating the holder.

3 Taxes

The Issuer will pay any Taxes, including interest and penalties, payable in the British Virgin Islands, Hong Kong and the place of the Relevant Stock Exchange in respect of the creation, issue and offering of the Warrants and the execution or delivery of this Instrument or any Certificates.

A Warrantholder exercising Exercise Rights must pay directly to the relevant authorities any Taxes arising on such exercise (other than any Taxes payable in the British Virgin Islands, Hong Kong and in the place of the Relevant Stock Exchange in respect of the deposit of Certificates for the exercise of the Warrants, the allotment and issue and delivery of Shares following such deposit and the listing and admission to trading of such Shares on the Relevant Stock Exchange on exercise, which, in each case, shall be payable by the Issuer) and such Warrantholder must pay all, if any, taxes arising by reference to the disposal or deemed disposal of a Warrant in connection with such exercise (“Exercise Taxes”). The Issuer will pay all other expenses arising on the issue of Shares on exercise of Warrants

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(including all expenses in respect of the listing and admission to trading of such Shares on the Relevant Stock Exchange) and all charges of the share transfer agent for the Shares. The Warrantholder (and, if applicable, the person other than the Warrantholder to whom the Shares are to be issued) must provide the Issuer with written confirmation of payment in the Exercise Notice of payment of the foregoing to the relevant tax authorities in settlement of Taxes and the Exercise Taxes payable by it pursuant to this Clause 3 as a condition precedent to exercise of the Warrants.

4 Adjustments

The Exercise Price and the number of Shares deliverable on exercise of each Warrant and any other variable relevant to the exercise, settlement, payment or other terms of the Warrant shall be subject to adjustment in accordance with Condition 6.

5 General Covenants

5.1 The Issuer undertakes that so long as any Exercise Right is, or is capable of being or becoming, exercisable, save with the approval of the Majority Warrantholders:

(a) Reorganisation: Notwithstanding any other provision herein, in the case of a voluntary delisting of the Issuer from the NYSE MKT and/or proposed listing of the Issuer or any Affiliate on any Relevant Stock Exchange, the Issuer shall be permitted to undertake and effect any transfer, reorganisation or disposal of, or any other change to, the holding structure, assets or undertakings of the business which is necessary or required for the purposes of an initial public offering of the Issuer including without limitation use of an entity other than the Issuer as a listing vehicle, provided that if any listing vehicle other than the Issuer is used in respect of any initial public offering of all or a substantial part of the Issuer’s business, the Issuer shall ensure that the Warrants are, at the cost of the Issuer, substituted for, or replaced with, equivalent securities issued by such other listing vehicle with equivalent securities and guarantees, on substantially the same terms such that the economic and/or investment rights and benefits of the Warrantholders under the Warrants shall be preserved to the fullest extent;

(b) Information to Warrantholders: the Issuer will deliver (at the Issuer’s expense) to the Warrantholders in accordance with Condition 13:

(i) as soon as practicable after being so issued, any information issued to shareholders of the Issuer pursuant to the listing rules of the Relevant Stock Exchange, including, without limitation, every statement of income, balance sheet and cash flow statement;

(ii) within 14 days after the audited or unaudited financial statements of the Issuer are made available to the Issuer’s shareholders and also within 14 days after any request by any Warrantholder, it will send to each Warrantholder a certificate signed by two directors of the Issuer confirming those Subsidiaries of the Issuer which as at the last day of the immediately preceding financial year of the Issuer, or as at the date specified in such request, were its Subsidiary Guarantors, and such certificate shall, in the absence of manifest error, be conclusive and binding on the Issuer and the Warrantholders;

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(iii) promptly, any notice, statement or circular issued to the members or creditors (or any class of them) of the Issuer generally in their capacity as such; and

(iv) subject to applicable law (including US securities law), such other information in relation to the Issuer or the Group as any Warrantholder should reasonably request;

(c) Listing: (a) use its best endeavours to obtain and maintain a listing and admission to trading for all the Shares issued on the exercise of the Exercise Rights on the Relevant Stock Exchange, (b) use its best endeavours to secure approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such Shares may be validly issued or delivered upon conversion, and (c) will forthwith give notice to the Warrantholders in accordance with Condition 13 of the listing or delisting of the Shares (as a class) by the Relevant Stock Exchange;

(d) Reduction of Issued Share Capital: it will not make any reduction of its issued ordinary share capital or any uncalled liability in respect thereof or of any share premium account or capital redemption reserve fund except, in each case, where the reduction is permitted by applicable law and provided always that the Issuer shall not be prohibited from purchasing its Shares to the extent permitted by law;

(e) Limited Modification of Rights: it will not modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other class of ordinary share capital carrying any rights which are more favourable than the corresponding rights attaching to Shares but so that nothing in this Clause 5.1(e) shall prevent (i) a consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa, (ii) a modification to the rights attaching to the Shares which is not, in the opinion of an Independent Investment Bank, materially prejudicial to the interests of the Warrantholders, (iii) the conversion of Shares into, or the issue of any Shares in, uncertificated form (or the conversion of Shares in uncertificated form to certificated form) or the amendment of the articles of association of the Issuer to enable title to securities of the Issuer (including Shares) to be evidenced and transferred without a written instrument or any other alteration to the articles of association of the Issuer made in connection with the matters described in this Clause 5.1 or which are supplemental or incidental to any of the foregoing (including amendments made to enable or facilitate procedures relating to such matters and amendments dealing with the rights and obligations of holders of securities (including Shares) dealt with under such procedures) or (iv) any issue of equity share capital which results (or would, if the adjustment would be one per cent. or more of the Exercise Price then in effect, otherwise result) in an adjustment of the Exercise Price;

(f) Notice: if, while any Exercise Right is or is capable of being or becoming exercisable, there shall be any adjustment to the Exercise Price, it shall promptly after the adjustment takes effect, give notice to the Registrar and the Warrantholders stating that the Exercise Price has been adjusted and setting out the event giving rise to the adjustment, the Exercise Price in effect before the adjustment, the adjusted Exercise Price and the effective date of the adjustment;

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(g) Closing of Register: unless so required by any applicable law or regulation, the listing rules of the Relevant Stock Exchange, or the articles of association of the Issuer or in order to establish a dividend or other right attaching to the Shares, it will not close its register of Shareholders or take any other action which prevents the transfer of its Shares generally and subject to registration of Form 3, ensure that the Warrants may be exercised legally and the Shares issued on exercise may (subject to any limitation imposed by law) be transferred (as between transferor and transferee although not as against the Issuer) at all times while the register is open, nor will the Issuer take any action which prevents the exercise of the Warrants or the issue of Shares in respect of them otherwise than in accordance with the Conditions;

(h) Extend Offer: if an offer is made to all (or as nearly as may be practicable all) Shareholders, or all (or as nearly as may be practicable all) the Shareholders other than the offeror and/or any associate or associates of the offeror to acquire all or a majority of the issued equity share capital of the Issuer, or if any person proposes a scheme with regard to such acquisition, give notice of such offer or scheme to the Warrantholders at the same time as any notice thereof is sent by the Issuer to its Shareholders (or as soon as practicable thereafter) stating the details concerning such offer or scheme and, where such an offer or scheme has been recommended by the board of directors of the Issuer or where such an offer has become or been declared unconditional in all respects, use its reasonable endeavours to procure that a like offer or scheme is extended to the Warrantholders and the holders of any Shares issued during the period of the offer or scheme arising out of Exercise Rights;

(i) Voluntary delisting from the NYSE MKT:

(A) promptly notify the Warrantholders if any steps are taken to voluntarily delist from the NYSE MKT; and

(B) consult with the Majority Warrantholders on such amendments to Condition 6 as they may reasonably require in the case of a voluntary delisting from the NYSE MKT for the purpose of giving to the Warrantholders the full benefit of the Warrants and the Conditions; and

(j) Further Acts: so far as permitted by applicable law and regulations, do such further acts or things as may be necessary to give effect to this Instrument and the Warrants and to give the Warrantholders the full benefit of the Instrument and the Warrants.

For the above purposes, “equity share capital” means the share capital of a company excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

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5.2 The Issuer undertakes to the Warrantholders that so long as any Exercise Right is, or is capable of being or becoming, exercisable:

(a) it will reserve, free from any other pre-emptive or other similar rights, out of its authorised but unissued ordinary share capital the full number of Shares liable to be issued on exercise of the Warrants from time to time remaining unexercised and shall ensure that all Shares delivered on exercise of the Warrants will be duly and validly issued as fully-paid and non-assessable; and

(b) it will not make any offer, issue, grant or distribution or take any action the effect of which would be to reduce the Exercise Price below the par value of the Shares of the Issuer.

(c) the Issuer undertakes to the Warrantholders that upon the exercise of any Warrant it will take all steps which are necessary to ensure that the Shares issued on exercise of that Warrant are admitted to list on the Relevant Stock Exchange (as the case may be) and, subject to any restrictions on transfer prior to the registration of the shares contemplated by the registration rights can at all times be offered, transferred and sold on the Relevant Stock Exchange. Notwithstanding the above, the registration rights of any holder of a Warrant shall not be exercisable within the 12-month period after the Issue Date.

6 Original Document

6.1 Deposit

This Instrument shall be deposited with and held by or to the order of each Initial Warrantholder for so long as any Warrant remains unexercised and for so long thereafter as any claim made against the Issuer by any Warrantholder in relation to the Warrants or this Instrument shall not have been finally adjudicated, settled or discharged.

6.2 Production of Instrument

The Issuer hereby acknowledges the right of every Warrantholder to the production of this Instrument.

7 Suit by Warrantholders

7.1 Benefit of Obligations

The Issuer hereby acknowledges and covenants that the benefit of the covenants, obligations and conditions on its part or binding upon it contained in this Instrument shall enure to each and every Warrantholder.

7.2 Enforcement

At any time after the Issuer has not performed or complied with the terms of the Warrants or this Instrument, the Majority Warrantholders may, at their sole discretion and without further notice, take such actions or proceedings against the Issuer as they may think fit to enforce the provisions of the Warrants, the Transaction Documents and the Security Documents. The

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Majority Warrantholders shall not be required to have regard to the interests of the Warrantholders as a class and shall not have regard to the consequences of such exercise for individual Warrantholders. No Warrantholder may proceed directly against the Issuer unless with the prior written consent of the Majority Warrantholders.

8 Warrantholders’ Resolutions and Modification

8.1 Warrantholder Actions

Any modification or amendment to this Instrument, the Warrants, or any waiver or authorisation of any breach by the Issuer of the Warrants may only be effected after being approved by the Majority Warrantholders in writing, provided that if such modification, amendment, waiver or authorisation is in connection with the Exercise Rights, Exercise Price, Condition 10.2 or this proviso, approval by all Warrantholders in writing shall be required.

8.2 Notice

In the event of any modification, amendment, waiver or authorisation in accordance with Clause 8(a), the Issuer will procure that the Warrantholders be notified of the same in accordance with Condition 13, as soon as practicable thereafter.

9 Communications

Any notice to the Issuer shall be by letter sent by post or courier or by fax to:

China Metro-Rural Holdings Limited

Suite 2204, 22/F Sun Life Tower

The Gateway

15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Fax no.: (852) 2111 1890

Attention: Ms. Chris Fan

Notices will be deemed delivered, in the case of a notice sent by post, on the seventh business day in Hong Kong after posting; in the case of a notice sent by courier, at the time of delivery; or in the case of a notice sent by fax, upon receipt of a successful transmission receipt.

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10 Governing Law and Jurisdiction

10.1 This Instrument, the Warrants and the Subsidiary Guarantee shall be governed by and construed in accordance with the laws of Hong Kong.

10.2 The Issuer irrevocably agrees that the courts of Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Instrument, the Subsidiary Guarantee or the Warrants and that accordingly any legal action or proceedings arising out of or in connection with this Instrument, the Subsidiary Guarantee or the Warrants (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits, and each of the Subsidiary Guarantors has irrevocably submitted, to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is for the benefit of each of the Warrantholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

10.3 The Issuer agrees, and each of the Subsidiary Guarantors has agreed, that the process by which any legal proceedings in Hong Kong are begun may be served on it by being delivered to it at its principal place of business in Hong Kong, currently at Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Hong Kong. If the Issuer or any of the Subsidiary Guarantors ceases to have an agent to accept service of process in Hong Kong, it shall forthwith appoint a further agent in Hong Kong to accept service of process on its behalf in Hong Kong and notify the Warrantholders of such appointment, and, failing such appointment within fifteen days, any Warrantholder shall be entitled to appoint such a person by notice to the Issuer or the relevant Subsidiary Guarantor (as the case may be) and the other Warrantholders (at the Issuer’s or relevant Subsidiary Guarantor’s expense, as the case may be). Nothing in this Clause 10.3 shall affect the right to serve process in any other manner permitted by law.

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SCHEDULE 1

Form of Definitive Warrant

[On the face of the Warrant:]

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES TO BE ISSUED UPON THEIR EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Certificate Number: [•]

6,000,000 Registered Warrants to Subscribe for

6,000,000 Shares of US$0.001 each in the share capital of

CHINA METRO-RURAL HOLDINGS LIMITED

(incorporated in the British Virgin Islands with limited liability)

China Metro-Rural Holdings Limited (the “Issuer”) HEREBY CERTIFIES that WILLIS PLUS LIMITED of Quastisky Building, PO Box 4389, Road Town, Tortola, British Virgin Islands is/are, at the date hereof, entered in the register of Warrantholders as the holder of 6,000,000 Warrants and is entitled, upon and subject to the conditions set out below and on the face and reverse of this certificate, at any time during the Exercise Period (as defined in Condition 4(c)), to subscribe for one fully paid and non-assessable ordinary shares of par value US$0.001 each (the “Shares”) of the Issuer per Warrant (as such entitlement to delivery of Shares per Warrant may be adjusted in accordance with Condition 6(a)) at the Exercise Price in effect on the Exercise Date.

This Warrant is issued subject to and with the benefit of an Instrument (the “Instrument”) by way of deed poll dated [•] 2012 and executed by the Issuer which is enforceable severally by each Warrantholder (as defined in the Instrument) against the Issuer insofar as each such Warrantholder’s Warrants are concerned. The Instrument is and will be held by or to the order of the Initial

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Warrantholders and copies thereof are and will be available for inspection, and copies thereof may be obtained, by Warrantholders at the principal place of business in Hong Kong for the time being of the Issuer and at the specified office of the Registrar, in each case for so long as any Warrant remains unexercised and for so long thereafter as any claim made against the Issuer by any Warrantholder in relation to the Warrants or the Instrument shall not have been finally adjudicated, settled or discharged. The Issuer hereby acknowledges the right of every Warrantholder to the production of the Instrument. Warrantholders will be deemed to have notice of all the provisions contained in the Instrument.

Any reference to the “Conditions” is to the terms and conditions of the Warrants set out in the reverse of this certificate and any reference herein to a particular numbered Condition shall be construed accordingly.

Unless otherwise defined herein or the context otherwise requires, words and expressions defined in the Conditions shall bear the same meaning when used in this Warrant and the interpretation provisions in clause 1.2 of the Instrument shall apply to this Warrant and the Conditions mutatis and mutandis.

This Warrant is evidence of entitlement only. Title to the Warrants passes only on due registration on the register of Warrantholders.

This Warrant shall not be valid for any purpose until this Warrant has been executed by the Issuer and authenticated for and on behalf of the Registrar.

This Warrant is governed by, and shall be construed in accordance with, the laws of Hong Kong.

In witness whereof, whereof the Issuer has caused this Warrant to be executed as a deed.

This deed is delivered the day and year set out below.

Dated [•] 2012

The COMMON SEAL of	)
CHINA METRO-RURAL HOLDINGS LIMITED	)
was affixed in the presence of:	)

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Certificate of Authentication

Certified that the above-named holder(s) is/are at the date hereof entered in the register of Warrantholders as holder(s) of the above-mentioned number of Warrants with identifying numbers:

_________________________

_________________________

_________________________

_________________________

Butterfield Fulcrum Group (Cayman) Limited as Registrar

(without warranty, recourse or liability)

By:

Authorised Signatory

Dated:

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On the reverse of the Certificate:

TERMS AND CONDITIONS

[As set out in Schedule 2]

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Form of Transfer

FOR VALUE RECEIVED the undersigned hereby transfers to

(Please Print or Typewrite Name, Address, Telephone and Facsimile Numbers and Email Address of Transferee)

___________ of the Warrants in respect of which this certificate is issued, and all rights in respect thereof.

The undersigned hereby confirms that the transfer is not made pursuant to underwritten offering of arrangement similar arrangement (within the meaning of the Securities Act).

The undersigned hereby requests that a Certificate evidencing the Warrants not so transferred be issued in our name and be made available for collection at the specified office of the Issuer / despatched (at my/our risk) to the person whose name and address is given below and in the manner specified below in accordance with Condition 3(c).

Name:

Address:

Dated:
Signed by:
	Certifying Signature

Name (Printed Form):

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The undersigned hereby confirm to take the transfer of ____________ of the Warrants and undertake in favour of the Issuer that no transfer of the Warrants or shares which may be issued upon exercise of subscription rights attached to the Warrants will be made by way of underwritten offering or arrangement similar arrangement (within the meaning of the Securities Act).

Name:

Address:

Dated:
Signed by:
	Certifying Signature

Name (Printed Form):

Notes:

(i) A representative of the Warrantholder should state the capacity in which he signs, e.g. executor.

(ii) The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner the Issuer may reasonably require.

(iii) This form of transfer should be dated as of the date it is deposited with the Issuer.

(iv) Transfers of the Warrants are subject to the restrictions set out in Condition 3 and Schedule 4.

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SCHEDULE 2

Terms and Conditions of the Warrants

China Metro-Rural Holdings Limited (the “Issuer”) has authorised the issuance of 6,000,000 warrants (the “Warrants”) to subscribe for 6,000,000 Shares of the Issuer pursuant to the terms of an Instrument (the “Instrument”) made by way of deed poll by the Issuer. The issue of the Warrants was authorised by resolutions of the board of directors of the Issuer on 17 July 2012. The Warrants are issued on [•] 2012 (the “Issue Date”). The Warrants are jointly and severally guaranteed initially by M.S. Electronic Emporium Limited, China Metro-Rural Limited, China Metro-Rural Exchange Limited, China Metro-Rural Development Limited and China Focus City (H.K.) Holdings Limited (collectively, the “Subsidiary Guarantors”). The giving of the Subsidiary Guarantee (as defined in Condition 1(B)) was authorised by a resolution of the board of directors of each Subsidiary Guarantor passed on [•] 2012. Copies of the Instrument (including the form of the Warrants) are available for inspection at the principal place of business in Hong Kong of the Issuer and at the specified office of the Registrar (referred to in the Instrument).

1 Status and Guarantee

(A) Status

The Warrants shall at all times rank pari passu and without any preference or priority among themselves and save for such exceptions as may be provided by mandatory provisions of applicable law shall at all times rank at least equally with all of its other options or warrants exercisable into Shares that are in issue.

The Secured Obligations are secured on a pari passu basis in accordance with, and subject to, the terms of the Security Documents.

(B) Guarantee

The Subsidiary Guarantors have on a joint and several basis, unconditionally and irrevocably guaranteed the performance of the Issuer’s obligations under the Warrants and the punctual performance of all obligations of the Issuer under the Transaction Documents. Each Subsidiary Guarantor’s obligations in this respect (the “Subsidiary Guarantee” ) are contained in the Subsidiary Deed of Guarantee. The obligations of the Subsidiary Guarantors under the Guarantee shall, rank at least pari passu in priority of payment, with all their other respective present and future direct, unconditional, unsubordinated and unsecured obligations, except any obligation preferred by mandatory provisions of law.

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(C) Definitions

For the purposes of these Conditions:

“Bonds” means the US$60,000,000 14 per cent. convertible bonds due 2017 issued by the Issuer;

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all classes of partnership interests in a partnership, any and all membership interests in a limited liability company, any and all other equivalent ownership interests and any and all warrants, rights or options to purchase any of the foregoing;

“Collateral” means all collateral securing, or purported to be securing, directly or indirectly, the Warrants, the Bonds or the Subsidiary Guarantee pursuant to the Security Documents, and shall initially consist of all of the Capital Stock of each of M.S. Electronic Emporium Limited, China Metro-Rural Limited, China Metro-Rural Exchange Limited and China Focus City (H.K.) Holdings Limited and 85 per cent. of the Capital Stock of China Metro-Rural Development Limited;;

“Group” means the Issuer and its Subsidiaries from time to time and “Group Company” means any one of them.

“Registration Rights Agreement” means the registration rights agreement dated [•] 2012 entered into between the Issuer and Willis Plus Limited;

“Security” means mortgages, charges, pledges, liens or other security interests securing any obligation of any person or any other agreement or arrangement having a similar economic effect;

“Secured Obligations” means the payment and other obligations of the Issuer in connection with the Transaction Documents and the Subsidiary Guarantors’ obligations in connection with the Subsidiary Guarantee;

“Security Documents” means, collectively, the security documents and any other agreements or instruments from time to time that may evidence or create any Security in favour of the Warrantholders in any or all of the Collateral;

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“Subscription Agreement” means the subscription agreement dated 24 July 2012 entered into by the Issuer and the investor named therein; and

“Subsidiary Deed of Guarantee” means the deed of guarantee dated [•] 2012 executed by the Subsidiary Guarantors, as amended or supplemented from time to time; and

“Transaction Documents” means the Warrants, the Warrant Instrument, the Subsidiary Deed of Guarantee, the Subscription Agreement, Registration Rights Agreement, the Bonds, the Bond Conditions and the Security Documents.

2 Form and Title

(a) Form

The Warrants are issued in registered form. A warrant certificate (each a “Certificate”) will be issued to each Warrantholder in respect of its registered holding of Warrants. Each Warrant and each Certificate will be numbered serially with a certificate which will be recorded on the relevant Certificate and in the register of Warrantholders (the “Register”) which the Issuer will procure to be kept by the Registrar in accordance with Condition 3(a).

(b) Title

Title to the Warrants passes only by transfer and registration in the Register as described in Condition 3. The holder of any Warrant will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, “Warrantholder” and (in relation to a Warrant) “holder” means the person in whose name a Warrant is registered.

3 Transfers of Warrants; Issue of Certificates

(a) Register

The Issuer will cause the Register to be kept at the specified office of the Registrar outside Hong Kong and the United Kingdom (currently at Butterfield House, 68 Fort Street, PO Box 609, Grand Cayman KY1-1107, Cayman Islands, and, upon any change to such Registrar or its specified office, the Issuer shall promptly give notice in writing

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to the Warrantholders in accordance with Condition 13 and the term “Registrar” and the “specified office” in respect of the Registrar shall be construed accordingly) on which shall be entered in respect of each Warrantholder (a) its name and address; (b) the telephone and facsimile numbers of the relevant contact persons for such Warrantholder; (c) the names of its authorised signatories, and (d) the particulars of the Warrants held by it and the details of all transfers of the Warrants. A Warrantholder may change such details by notice to the Issuer. Each Warrantholder shall be entitled to receive only one Certificate in respect of its entire holding of Warrants.

(b) Transfer

Subject to Conditions 3(e) and 3(f), the Warrants are freely transferable and any transfer of a Warrant may be effected by delivery of the Certificate issued in respect of that Warrant with the form of transfer on the back (“Form of Transfer”) duly completed and signed by the holder or his attorney duly authorised in writing, to the specified office of the Issuer (currently at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon) and, upon any change to such specified office, the Issuer shall promptly give notice in writing to the Warrantholders in accordance with Condition 13 and the term “specified office” in respect of the Issuer shall be construed accordingly). The Registrar shall promptly register such transfer outside of Hong Kong and the United Kingdom upon compliance with the foregoing provision. No transfer of a Warrant will be valid unless and until entered on the Register. A Warrant may be registered only in the name of, and transferred only to, a named person (or persons not exceeding two in number)

(c) Delivery of New Certificates

Each new Certificate to be issued upon a transfer or exercise of Warrants will, within ten business days of receipt by the Issuer of the original Certificate and the Form of Transfer duly completed and signed, be issued and made available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, be mailed by uninsured mail at the risk of the holder entitled to the Warrants (but free of charge to the holder and at the Issuer’s expense) to the address specified in the Form of Transfer.

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Where only some of the Warrants in respect of which a Certificate is issued are to be transferred or exercised, a new Certificate in respect of the Warrants not so transferred or exercised will, within ten business days of delivery of the original Certificate to the Registrar, be made available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, be mailed by uninsured mail at the risk of the holder of the Warrants not so transferred or exercised (but free of charge to the holder and at the Issuer’s expense) to the address of such holder appearing on the Register.

(d) Formalities Free of Charge

Registration of a transfer of Warrants and issuance of new Certificates will be effected without charge by the Registrar, but subject to (a) payment (or the giving of such indemnity as the Registrar may require) in respect of any tax, duties or other governmental charges which may be imposed in relation to such transfer, (b) the Registrar being satisfied with the documents of title and/or identity of the person making the application and (c) such regulations as the Issuer may from time to time agree with the Registrar concerning transfers of Warrants have been complied with.

(e) Closed Period

No Warrantholder may require the transfer of a Warrant to be registered after an Exercise Notice (as defined in Condition 5(a)(i)) has been delivered with respect to such Warrant pursuant to Condition 5(a)(i).

(f) Regulations

All transfers of Warrants and entries on the Register will be made subject to the detailed regulations concerning transfer of Warrants scheduled to the Instrument. The regulations may be changed by the Issuer, with the prior written approval of the Majority Warrantholders and the Registrar. A copy of the current regulations will be mailed (free of charge and at the expense of the Issuer) by the Registrar to any Warrantholder upon request.

(g) Definitions

For the purposes of this Condition 3, a “business day” shall mean a day (other than a Saturday or Sunday) on which commercial banks are open for business in the cities in which the specified office of the Registrar and the Issuer, with whom a Certificate is deposited in connection with a transfer or exercise, is located.

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4 Exercise Right

(a) Exercise Right

Each Warrant entitles the holder thereof to subscribe, at the option of the holder by way of exercise of the Warrant at any time during the Exercise Period, at the Exercise Price (as adjusted in accordance with Condition 6), in the manner set forth in Condition 5 and otherwise on the terms and subject to this Condition 4, for one fully-paid and non-assessable Share only.

(b) Exercise Price

The holder for the time being of each Warrant will have the right, by way of exercise of the Exercise Right attaching to such Warrant, at any time during the Exercise Period, to subscribe for one Share at an initial price of US$ 1.2973 per Share (the “Exercise Price”) or such adjusted US dollar amount as, in accordance with Condition 6, is applicable (disregarding any retroactive adjustment not then reflected in the Exercise Price, but without prejudice to the Issuer’s obligations in respect thereof) on the Exercise Date (as defined in Condition 5(d)).

An Exercise Right may only be exercised in respect of one or more Warrants. If more than one Warrant held by the same holder is exercised at any one time by the same holder, the number of Shares to be issued upon such exercise will be calculated on the basis of the aggregate number of the Warrants to be exercised.

(c) Exercise Period

Subject to and upon compliance with the provisions of these Conditions, the Exercise Right attaching to any Warrant may be exercised, at the option of the holder thereof, at any time on and after the first anniversary of the Issue Date and up to the close of business (at the place where the Certificate evidencing such Warrant is deposited for exercise) on the seventh day prior to the fifth anniversary after the Issue Date (but in no event thereafter) (the “Exercise Period”).

(d) Meaning of “Shares”

As used in these Conditions, the expression “Shares” means ordinary shares of par value US$0.001 each of the Issuer or shares of any class or classes resulting from any subdivision, consolidation or re-classification of those shares, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution of the Issuer.

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5 Procedure for Exercise of Warrants

(a) Exercise Procedure

To exercise the Exercise Right attaching to a Warrant, the Warrantholder must complete, execute and deliver at his own expense between 9:00 a.m. and 3:00 p.m. (local time in the specified office of the Issuer) on any business day (in the place of the specified office of the Issuer) during the Exercise Period at the specified office of the Issuer a duly completed and signed notice of exercise, the initial form of which is set out in Schedule 3 of the Instrument (the “Exercise Notice”), together with the relevant Certificate. All payments following an exercise of the Exercise Rights shall subject in each case to any applicable fiscal or other laws or regulations applicable in the place of payment (which for the purpose of these Conditions shall at all times be deemed to be New York City).

If such delivery is made after 3:00 p.m. (local time in the specified office of the Issuer) on any business day (in the place of the specified office of the Issuer) during the Exercise Period, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such business day.

An Exercise Notice, once given, will unless otherwise provided for in these Conditions be irrevocable and shall not be withdrawn unless the Issuer consents in writing to such withdrawal, in which case the Exercise Right attaching to such Warrant shall revive.

The exercise date in respect of an Warrant (the “Exercise Date”) must fall at a time when the Exercise Right attaching to that Warrant is expressed in these Conditions to be exercisable and will be deemed to be the Stock Exchange Business Day immediately following the date of the surrender of the Certificate in respect of such Warrant and delivery of such Exercise Notice to the Issuer in accordance with Condition 5(a)(i) together, if applicable, with any indemnity given under the terms of these Conditions in connection with the exercise of such Exercise Right.

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(b) Cashless Exercise

Notwithstanding anything to the contrary, if a Registration Statement (as defined in the Registration Rights Agreement) covering the resale of the Shares that are the subject of the Exercise Notice is not available or effective for the resale of such Shares, the Warrantholder may, in its sole discretion, exercise the Exercise Right in respect of one or more Warrants and, in lieu of making the cash payment otherwise contemplated to be made to the Issuer upon such exercise in payment of the Exercise Price, elect in the Exercise Notice to instead receive upon such exercise the “Net Number” of Shares determined according to the following formula (a “Cashless Exercise”):

Net Number =	(A x B) - (A x C)
	B

For the purposes of the foregoing formula:

A is the relevant aggregate number of Shares issuable upon exercise of the Exercise Right in respect of one or more Warrants;

B the Current Market Price per Share on the date of the Exercise Notice; and

C the Exercise Price then in effect at the time of such exercise of the Exercise Right.

provided that no fractional shares shall be required to be issued by the Issuer.

Notwithstanding the above, the Issuer may elect to pay cash instead of allotment and issue of the Net Number of Shares to the Warrantholder who has exercised Cashless Exercise. If the Issuer so elect to pay cash in lieu of Next Number of Shares, the payment shall be determined according to the following formula.

Cash payment = A x (B – C)

If any doubt shall arise as to determination of the Net Number or the Cash Payment, and following consultation between the Issuer and an Independent Investment Bank, a written opinion of such Independent Investment Bank in respect thereof shall be conclusive and binding on the Issuer, the Warrantholders and the Registrar, save in the case of manifest error.

(c) Expenses

The Issuer will pay all Taxes and expenses arising from the issue of Shares upon any exercise of the Exercise Rights as required under Clause 3 of the Instrument.

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(d) Issue of Shares

(i) Following a valid exercise of any Exercise Right by a Warrantholder:

(a) the Issuer shall as soon as practicable, and in any event not later than seven Stock Exchange Business Days after the Exercise Date and upon the Warrantholder’s compliance with Conditions 5(a) and Clause 3 of the Instrument provided that such exercise occurs on or after the commencement of the Exercise Period, register the person or persons designated for the purpose in the Exercise Notice as holder(s) of the relevant number of Shares in the Issuer’s share register and will, (x) provided that the transfer agent of the Issuer (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided at such time that the Share are eligible for such program, credit such aggregate number of Shares to which the Warrantholder shall be entitled to the Warrantholder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, will cause its branch share registrar in New York to mail (at the risk, and if sent at the request of such person otherwise than by ordinary mail, at the expense, of the person to whom such certificate or certificates are sent) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Warrantholder or its designee, for the number of Shares to which the Warrantholder or its designee shall be entitled, together (in either case) with any other securities, property or cash required to be delivered upon exercise and such assignments and other documents (if any) as may be required by law to effect the transfer thereof, in which case a single share certificate will be issued in respect of all Shares issued on exercise of Warrants subject to the same Exercise Notice and which are to be registered in the same name. Unless the exercising Warrantholder certifies that (i) it is not an affiliate (as defined in Rule 144 under the Securities Act) and has not been an affiliate of the Issuer in the last three months preceding the conversion and (ii) it has been holding the Warrant to be converted for at least one year, the following legend will be added on the face of the share certificate delivered to the Warrantholder:

“The Shares represented by this certificate are restricted securities which may not be sold or transferred absent registration under the US Securities Act or an exemption from registration”; and

(b) (only in the case of an exercise which is not a Cashless Exercise) against such credit or delivery by the Issuer, such Warrantholder shall pay or cause to be paid to the Issuer the aggregate Exercise Price in respect of the Warrants exercised (rounded to the nearest US$0.01, if necessary, with half a cent being rounded upwards) by transfer to an United States dollar account maintained by the Issuer with a bank in Hong Kong or New York City (currently HSBC at 1

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Queen’s Road Central Hong Kong (SWIFT Code: HSBCHKHHHKH) and with an account name CHINA METRO-RURAL HOLDINGS LIMITED and an account number of 580-287555-274 and, upon any change to such account, the Issuer shall promptly give notice in writing to the Warrantholders in accordance with Condition 13) and evidence of such payment shall be satisfied by providing the Issuer with a copy of the relevant irrevocable payment instruction in respect of such payment.

The exercise of the Exercise Right shall be deemed to be completed only upon completion of all required actions of the Issuer and the Warrantholder in accordance with this Condition 5.

(ii) The obligations of the Issuer and such Warrantholder under this Condition 5(d) in respect of any exercise of Exercise Rights by such Warrantholder by shall be fulfilled on or before 5.00 p.m. (New York City time) on the third Stock Exchange Business Day after the Exercise Date, or such later as the Issuer and such Warrantholder may agree (the “Registration Date”).

(iii) For the purpose of these Conditions, “Stock Exchange Business Day” means any day (other than a Saturday or Sunday) on which the Relevant Stock Exchange (the “NYSE MKT”) is open for the business of dealing in securities and “Relevant Stock Exchange” means at any time, in respect of the Shares, the NYSE MKT or, if they are not at that time listed and traded on the NYSE MKT, such other internationally recognised stock exchange as agreed in writing by the Majority Warrantholders.

(iv) The Issuer shall ensure that, with effect from the Registration Date, the person or persons specified for that purpose in the Exercise Notice will become the holder of record of the number of Shares issuable upon exercise and are registered as such in the Issuer’s register of members. The Shares issued upon exercise of Exercise Rights will be fully-paid and in all respects rank pari passu with the fully-paid Shares in issue on the relevant Registration Date and except that such Shares will not rank for (or, as the case may be, the relevant holder shall not be entitled to receive) any rights, distributions or payments the record or other due date for the establishment of entitlement for which falls prior to the relevant Registration Date. The crediting of the required number of Shares to the relevant securities account of the exercising Warrantholder will be deemed to satisfy all of the Issuer’s obligations under the Warrants.

(v) If the record date for the payment of any dividend or other distribution in respect of the Shares is on or after the Exercise Date in respect of any Warrant, but before the Registration Date (disregarding any retroactive adjustment of the Exercise Price referred to in this Condition 5(d) prior to the time such retroactive adjustment shall have become effective), the Issuer will calculate and pay to the exercising Warrantholder or his designee the amount in US dollars (the “Equivalent Amount”) equal to such dividend or the Fair Market Value (as defined below) of such other distribution to which he would have been entitled had he on that record date been such a shareholder of record and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than three Stock Exchange Business Days thereafter. The Equivalent Amount shall be paid by means of a US dollar cheque drawn on, or by a transfer to a US dollar account maintained by the payee with, a bank in Hong Kong or New York City, in accordance with the instructions given by the relevant Warrantholder in the Exercise Notice provided that if the Equivalent Amount for any Warrantholder is less than US$10, such Equivalent Amount is not required to be given to the Warrantholder but shall be retained for the benefit of the Issuer.

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(vi) If the Exercise Date in relation to any Warrant shall be on or after a date with effect from which an adjustment to the Exercise Price takes retroactive effect pursuant to any of the provisions referred to in Condition 6 and the relevant Exercise Date falls on a date when the relevant adjustment has not yet been reflected in the then current Exercise Price, the Issuer will pay to the exercising Warrantholder or his designee the amount in US dollars equal to the difference between the current Exercise Price and the adjusted Exercise Price (disregarding the fact that it becomes effective retroactively) and will make the payment as soon as practicable and in any event not later than three Stock Exchange Business Days after the relevant adjustment has been reflected in the Exercise Price.

6 Adjustments to Exercise Price

(a) The Exercise Price will be subject to adjustment as follows:

(1) Consolidation, Reclassification or Subdivision:

Adjustment: If and whenever there shall be a consolidation, reclassification or subdivision in relation to the Shares, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such consolidation, reclassification or subdivision by the following fraction:

A

B

where:

A is the aggregate number of Shares in issue immediately before such consolidation, reclassification or subdivision, as the case may be; and

B is the aggregate number of Shares in issue immediately after such consolidation, reclassification or subdivision, as the case may be.

Effective Date of Adjustment: Such adjustment shall become effective on the date the consolidation, reclassification or subdivision, as the case may be, takes effect.

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(2) Capitalisation of Profits or Reserves:

(i) Adjustment: If and whenever the Issuer shall issue any Shares credited as fully paid to the holders of Shares (the “Shareholders”) by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) including, Shares paid out of distributable profits or reserves and/or share premium account or capital redemption reserve (except any Scrip Dividend) and which would not have constituted a Capital Distribution (as defined in Condition 6(b), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue by the following fraction:

A

B

where:

A is the aggregate number of Shares in issue immediately before such issue; and

B is the aggregate number of Shares in issue immediately after such issue.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such Shares, or if a record date is fixed therefor, immediately after such record date.

(ii) Adjustment: In the case of an issue of Shares by way of a Scrip Dividend where the aggregate Current Market Price (as defined in Condition 6(b)) on the date of announcement of the terms of the issue of such Shares multiplied by the number of such Shares issued exceeds the amount of the Relevant Cash Dividend (as defined in Condition 6(b)) or the relevant part thereof and which could not have constituted a Capital Distribution, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before the issue of such Shares by the following fraction:

A + B

A + C

where:

A is the aggregate number of Shares in issue immediately before such Scrip Dividend;

B is the aggregate number of Shares which the Relevant Cash Dividend would purchase at such Current Market Price; and

C is the aggregate number of Shares issued pursuant to such Scrip Dividend;

or by making such other adjustment to the Exercise Price to give effect to the foregoing, as an Independent Investment Bank shall certify to the Warrantholders is fair and reasonable.

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Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such Shares or if a record date is fixed therefor, immediately after such record date.

(3) Capital Distributions:

Adjustment: If and whenever the Issuer shall pay or make any Capital Distribution to the Shareholders (except to the extent that the Exercise Price falls to be adjusted under Condition 6(a)(2) above), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such Capital Distribution by the following fraction::

A – B

   A

where:

A is the Current Market Price (as defined in Condition 6(b)) of one Share on the date that the Capital Distribution is publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of the Capital Distribution attributable to one Share.

Effective Date of Adjustment: Such adjustment shall become effective on the date that such Capital Distribution is actually made or if a record date is fixed therefor, immediately after such record date.

For the avoidance of doubt, when the Capital Distribution is by means of a distribution of a cash dividend, only such portion of the cash dividend which exceeds the Reference Amount (the “excess portion”) shall be regarded as a Capital Distribution and only the excess portion shall be taken into account in determining the Fair Market Value of the portion of the Capital Distribution attributable to one Share.

In making any calculations for the purposes of this Condition 6(a)(3), such adjustments (if any) shall be made as an Independent Investment Bank may determine in good faith to be appropriate to reflect (i) any consolidation or sub-division of any Shares or the issue of Shares by way of capitalisation of

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profits or reserves (or any like or similar event) or any increase in the number of Shares in issue in relation to the fiscal year of the Issuer in question, or (ii) any change in the fiscal year of the Issuer, or (iii) any adjustment to the Exercise Price made in the fiscal year of the Issuer in question.

(4) Rights Issues of Shares or Warrants over Shares:

Adjustment: If and whenever the Issuer shall issue Shares to all or substantially all Shareholders as a class by way of rights, or shall issue or grant to all or substantially all Shareholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase or otherwise acquire any Shares or any securities which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, any Shares (or shall grant any such rights in respect of existing securities so issued), in each case at a price per Share which is less than 95% of the Current Market Price per Share on the date of the first public announcement of the terms of the issue or grant of such Shares, options, warrants or other rights (and notwithstanding that the relevant issue may be or be expressed to be subject to Shareholder or other approvals or consents or other contingency or event occurring or not occurring), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately prior to such issue or grant by the following fraction:

A + B

A + C

where:

A is the aggregate number of Shares in issue immediately before such announcement;

B is the number of Shares which the aggregate consideration (if any) receivable for the Shares issued by way of rights, or for the securities issued by way of rights, or for the options or warrants or other rights issued by way of rights and for the total number of Shares deliverable on the exercise thereof would purchase at such Current Market Price per Share; and

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C is the aggregate number of Shares issued or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights or upon conversion or exchange or exercise of rights of subscription or purchase in respect thereof at the initial conversion, exchange, subscription or purchase price or rate.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such Shares or issue or grant of such options, warrants or other rights (as the case may be).

(5) Rights Issues of Other Securities:

Adjustment: If and whenever the Issuer shall issue securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares) to all or substantially all Shareholders as a class by way of rights, or shall issue or grant to all or substantially all Shareholders as a class by way of rights, options, warrants or other rights to subscribe for, purchase or otherwise acquire any securities (other than Shares or options, warrants or other rights to subscribe for, purchase or otherwise acquire Shares), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue or grant by the following fraction:

A – B

   A

where:

A is the Current Market Price of one Share on the date on which such issue or grant is publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Share.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of the securities, or issue or grant of such rights, options or warrants (as the case may be).

(6) Issues at less than Current Market Price:

Adjustment: If and whenever the Issuer shall: issue (otherwise than as mentioned in Condition 6(a)(4)) any Shares (other than Shares issued on the exercise of Exercise Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, or purchase of Shares) issue or grant

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(otherwise than as mentioned in Condition 6(a)(4)) any options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares (other than the Warrants), in each case at a price per Share which is less than 95% of the Current Market Price per Share on the date of the first public announcement of the terms of such issue or grant, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue by the following fraction:

A + B

A + C

where:

A is the aggregate number of Shares in issue immediately before the issue of such additional Shares or the issue or grant of such options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares;

B is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares or, as the case may be, for the Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and

C is the number of Shares issued pursuant to such issue of such Shares or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or other rights.

(7) Other Issues at less than Current Market Price:

Adjustment: Save in the case of an issue of Shares or securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within this Condition 6(a)(7), if and whenever the Issuer or any of its Subsidiaries (otherwise

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than as mentioned in Conditions 6(a)(4), 6(a)(5) or 6(a)(6)), or (at the direction or request of or pursuant to any arrangements with the Issuer or any of its Subsidiaries), any other company, person or entity shall issue any securities (other than the Warrants) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, Shares to be issued by the Issuer on conversion, exchange, subscription, purchase or acquisition(or shall grant any such rights in respect of existing securities so issued) or securities which by their terms shall be redesignated as Shares, and the consideration per Share receivable upon conversion, exchange, subscription, purchase, acquisition or redesignation is less than 95% of the Current Market Price per Share on the date of the first public announcement of the terms of issue of such securities (or the terms of such grant), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue or grant by the following fraction:

A + B

A + C

where:

A is the aggregate number of Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into or rights of exchange or subscription for Shares which have been issued, purchased or acquired by the Issuer or any of its Subsidiaries (or at the direction or request or pursuant to any arrangements with the Issuer or any of its Subsidiaries) for the purposes of or in connection with such issue, less the number of such Shares so issued, purchased or acquired);

B is the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to such securities or, as the case may be, for the Shares to be issued or to arise from any such redesignation would purchase at such Current Market Price per Share; and

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C is the maximum number of Shares to be issued or otherwise made available on conversion or exchange of such securities or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Shares which may be issued or arise from any such redesignation;

provided that if at the time of issue of the relevant securities or date of grant of such rights (as used in this Condition 6(a)(7), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event (in each case without condition) at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription are exercised or, as the case may be, such securities are redesignated or at such other time as may be provided), then for the purposes of this Condition 6(a)(7), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, redesignation had taken place on the Specified Date.

Effective Date of Adjustment: Such adjustment shall become effective on the date of issue of such securities or, as the case may be, the grant of such rights.

(8) Modification of Rights of Conversion etc.:

Adjustment: If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any such securities (other than the Warrants) as are mentioned in Condition 6(a)(7) (other than in accordance with the terms (including terms as to adjustment) applicable to such securities upon issue) so that following such modification the consideration per Share (for the number of Shares available on conversion, exchange, subscription, purchase or acquisition following the modification) receivable has been reduced and is less than 95% of the Current Market Price per Share on the date of the first public announcement of the proposals for such modification, the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately prior to such modification by the following fraction:

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A + B

A + C

where:

A is the aggregate number of Shares in issue immediately before such modification (but where the relevant securities carry rights of conversion into or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued, purchased or acquired by the Issuer or any of its Subsidiaries (or at the direction or request or pursuant to any arrangements with the Issuer or any of its Subsidiaries) for the purposes of or in connection with such securities, less the number of such Shares so issued, purchased or acquired);

B is the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached to the securities so modified would purchase at such Current Market Price per Share or, if lower, the existing conversion, exchange, subscription, purchase or acquisition price or rate of such securities; and

C is the maximum number of Shares which may be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such rights of subscription, purchase or acquisition attached thereto at the modified conversion, exchange, subscription, purchase or acquisition price or rate but giving credit in such manner as an Independent Investment Bank shall consider appropriate (if at all) for any previous adjustment under this Condition 6(a)(8) or Condition 6(a)(7).

provided that if at the time of such modification (as used in this Condition 6(a)(8), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event (in each case without condition) at some subsequent time (which may be when such securities are converted or

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exchanged or rights of subscription, purchase or acquisition are exercised or at such other time as may be provided), then for the purposes of this Condition 6(a)(8), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Specified Date.

Effective Date of Adjustment: Such adjustment shall become effective on the date of modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to such securities.

(9) Other Offers to Shareholders:

Adjustment: If and whenever the Issuer or any of its Subsidiaries or (at the direction or request of or pursuant to any arrangements with the Issuer or any of its Subsidiaries) any other company, person or entity issues or sells any securities in connection with which Shareholders as a class are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Exercise Price falls to be adjusted under Conditions 6(a)(2), 6(a)(3), 6(a)(4), 6(a)(5), 6(a)(6), 6(a)(7) (or, where applicable, would fall to be so adjusted if the relevant issue or grant was at less than the Current Market Price per Share on the relevant Trading Day)), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such issue or sale by the following fraction:

A - B

   A

where:

A is the Current Market Price of one Share on the date on which such issue is first publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of rights attributable to one Share.

Effective Date of Adjustment: Such adjustment shall become effective on the first date of issue of the securities.

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(10) Other Events:

Adjustment: If the Issuer reasonably determines that an adjustment should be made to the Exercise Price as a result of one or more circumstances not referred to in this Condition 6(a) (even if the relevant circumstance is specifically excluded from the operation of Conditions 6(a)(1) to (9)), the Issuer shall, at its own expense, request an Independent Investment Bank to determine as soon as practicable what adjustment (if any) to the Exercise Price is fair and reasonable to take account thereof, and the date on which such adjustment (if any) should take effect and upon such determination by the Independent Investment Bank such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that where the events or circumstances giving rise to any adjustment pursuant to this Condition 6 have already resulted or will result in an adjustment to the Exercise Price or where the circumstances giving rise to any adjustment arise by virtue of events or circumstances which have already given rise or will give rise to an adjustment to the Exercise Price, such modification (if any) shall be made to the operation of the provisions of this Condition 6 as may be advised by the Independent Investment Bank to be in its opinion appropriate to give the intended result.

(b) Adjustment upon Discounted New Issue:

(i) Without prejudice to Condition 6(a), if the Issuer shall, at any time or from time to time prior to full exercise of the Warrants, issue or sell any Shares or any options, warrants or other rights to subscribe for, purchase or otherwise acquire any Shares or any other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, any Shares (each referred to as “Equity Securities”) at a price per Share (“New Issue Price”) that is less than 95% of the Exercise Price then in effect as of the record date or issue date of such Equity Securities, as the case may be (treating the price per Share, in the case of the issuance of any Equity Securities (other than Shares), as equal to (x) the sum of the price for such Equity Securities plus any additional consideration receivable (without regard to any anti-dilution adjustments) upon the subscription, conversion, exchange or exercise of such Equity Securities divided by (y) the number of Shares initially underlying such Equity Securities), the Exercise Price then in effect shall be adjusted to be at least equal to the New Issue Price.

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Such adjustment shall be made whenever such Equity Securities are issued, and shall become effective (x) in the case of an issuance to Shareholders, as such, on the first day immediately following the record date for the determination of Shareholders entitled to receive such Equity Securities and (y) in all other cases, on the date of such issuance; provided, however, that the determination as to whether an adjustment is required to be made pursuant to this Condition 6(b) shall be made upon the issuance of Equity Securities, and not upon the issuance of any security into which the Equity Securities convert, exchange or may be exercised.

If at any time any Equity Securities or any rights or options to purchase any Equity Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Issuer therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Issuer in connection therewith. If Equity Securities or any rights or options to purchase any Equity Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Issuer shall be deemed to be the Fair Market Value of such consideration, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Issuer in connection therewith.

(ii) Without prejudice to Condition 6, if, at any time or from time to time prior to full exercise of the Warrants, there shall be any modification or change of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any such Equity Securities (whether or not it is in accordance with the terms (including terms as to adjustment) applicable to such Equity Securities upon issue or otherwise) so that following such modification or change the consideration per Share receivable (the “Modified Price”) has been reduced and is less than the Exercise Price then in effect on the date of such modification or change, the Exercise Price in effect shall be adjusted to be at least equal to the Modified Price.

(c) For the purposes of these Conditions:

“Capital Distribution” means (i) any distribution of assets in specie by the Issuer for any financial period whenever paid or made and however described (and for these purposes a distribution of assets in specie includes without limitation an issue of Shares or other securities credited as fully or partly paid (other than Shares credited as fully paid to the extent that an adjustment to the Exercise Price is made in respect thereof under Condition 6(a)(2)(i)) by way of capitalisation of reserves, but excludes a Scrip Dividend adjusted for under Condition 6(a)(2)(ii)); and (ii) any cash dividend or distribution (including, without limitation, the Relevant Cash Dividend of a Scrip Dividend and a distribution or payment to holders upon or in connection with a reduction of capital) of any kind by the Issuer for any financial period whenever paid and however described, unless (and only to the extent that) (a) it comprises a purchase or redemption of Shares by or on behalf of the Issuer, where the Volume Weighted Average Price on any one day in respect of such purchases does not exceed the Current Market Price of the Shares by more than 5%, or (b) it does not, when taken together with any other cash dividend or distribution previously made or paid in respect of the same fiscal year, exceed the Reference Amount;

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“Current Market Price” means, in respect of a Share on a particular date, the average of the Volume Weighted Average Prices for one Share (being a Share carrying a full entitlement to dividends) for the 30 consecutive Trading Days ending on and including the Trading Day immediately preceding such date; provided that if at any time during the said 30 Trading Day period the Shares shall have been quoted ex-dividend and during some other part of that period the Shares shall have been quoted cum-dividend then:

(iii) if the Shares to be issued in such circumstances do not rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted cum-dividend shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to that dividend per Share as recorded in the books of the Issuer; or

(iv) if the Shares to be issued in such circumstances rank for the dividend in question, the quotations on the dates on which the Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by the that dividend per Share as recorded in the books of the Issuer;

and provided further that if the Shares on each of the said 30 Trading Days have been quoted cum-dividend in respect of a dividend which has been declared or announced but the Shares to be issued do not rank for that dividend, the quotations on each of such dates shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend per Share;

“Fair Market Value” means, with respect to any assets, distribution, security, option, warrant or other right on any date, the fair market value of that asset, security, option, warrant or other right as determined by an Independent Investment Bank provided that (i) where non US dollars cash is distributed, the fair market value of cash amount should be the US dollar amount as determined by an independent investment Banker; (ii) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by such Independent Investment Bank) the fair market value of such options, warrants or other rights shall equal the volume-weighted average price of such options, warrants or other rights during the period of five trading days on the relevant stock

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exchange commencing on the first such trading day on which such options, warrants or other rights are publicly traded; (iii) the fair market value of a non-cash dividend paid or to be paid per share shall be the amount of such non-cash dividend per share determined as at the date of announcement of such dividend and (iv) the fair market value of any other non-cash amount shall be equal to such non-cash amount;

“Independent Investment Bank” means an independent investment bank of international repute (acting as an expert) selected by the Issuer (at its own expense) and approved by the Majority Warrantholders, which must not unreasonably delay or withhold approval. If the Issuer fails to select an Independent Investment Bank when required by these Conditions (save for any failure by the Majority Warrantholders to provide approval), the Majority Warrantholders may select the Independent Investment Bank (at the expense of the Issuer);

“Reference Amount” means the lower of:

(i) on a per Share basis, an amount equal to 25% of the Issuer’s consolidated net profits attributable to the equity holders of the Issuer (after deducting minority interests and tax) as shown in the audited consolidated accounts of the Group for the immediately preceding fiscal year; or

(ii) 6% of the average of the Volume Weighted Average Prices on each Trading Day in the period of 30 Trading Days ending on the Trading Day immediately preceding the date of the first public announcement of the Relevant Dividend provided that if on any such Trading Day the Volume Weighted Average Price shall have been based on a price cum-dividend or cum-any other entitlement, the Volume Weighted Average Price on such Trading Day shall be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such dividend or other entitlement per Share as at the date of the first public announcement of such dividend or entitlement;

“Relevant Cash Dividend” means the aggregate cash dividend or distribution declared by the Issuer including any cash dividend in respect of which there is any Scrip Dividend;

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“Scrip Dividend” means any Shares issued in lieu of the whole or any part of any Relevant Cash Dividend being a dividend which the Shareholders concerned would or could otherwise have received and which would not have constituted a Capital Distribution (and for the avoidance of doubt to the extent that an adjustment is made under Condition 6(a)(3) in respect of the amount by which the Current Market Price of the Shares exceeds the Relevant Cash Dividend or part thereof) under Condition 6(a)(2)(ii)); and

“Trading Day” means a day when the Relevant Stock Exchange or relevant market is open for dealing business and on which Shares or other securities may be dealt in (other than a day on which the Relevant Stock Exchange or relevant market is scheduled to or does close prior to its regular weekday closing time).

7 Provisions Relating to Changes in the Exercise Price

(a) Rounding and Minor Adjustments

On any adjustment, the relevant Exercise Price, if not an integral multiple of one US cent, shall be rounded down to the nearest US cent provided that no adjustment shall be made to the Exercise Price where such adjustment (rounded down if applicable) would be less than one per cent. of the Exercise Price then in effect. Any adjustment not required to be made, and/or any amount by which the Exercise Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made. Notice of any adjustments shall be given by the Issuer to Warrantholders in accordance with Condition 13 as soon as practicable after their determination.

(b) Decision of an Independent Investment Bank

If any doubt shall arise as to whether an adjustment falls to be made to the Exercise Price or as to the appropriate adjustment to the Exercise Price, and following consultation between the Issuer and an Independent Investment Bank, a written opinion of such Independent Investment Bank in respect thereof shall be conclusive and binding on the Issuer, the Warrantholders and the Registrar, save in the case of manifest error.

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(c) Minimum Exercise Price

The Exercise Price shall not in any event be reduced to below the par value of the Shares as a result of any adjustment hereunder unless under applicable law then in effect the Warrants may be exercised at such reduced Exercise Price into legally issued, fully paid and non-assessable Shares. The Issuer undertakes that it shall not take any action, and shall procure that no action is taken, that would otherwise result in an adjustment to the Exercise Price to below such par value or any minimum level permitted by applicable laws or regulations.

(d) Reference to “fixed”

Any references herein to the date on which a consideration is “fixed” shall, where the consideration is originally expressed by reference to a formula which cannot be expressed as an actual cash amount until a later date, be construed as a reference to the first day on which such actual cash amount can be ascertained.

(e) Concurrent Adjustments

Where more than one event which gives or may give rise to an adjustment to the Exercise Price occurs within such a short period of time that in the opinion of an Independent Investment Bank the foregoing provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by such Independent Investment Bank to be in its opinion appropriate for that purpose to give such intended result.

(f) Employee share schemes and existing warrants

No adjustment will be made to the Exercise Price:

(a) when Shares or other securities (including rights, warrants or options) are issued, offered or granted to employees (including directors) of the Issuer or any Subsidiary of the Issuer or any other eligible persons pursuant to any share option scheme or incentive scheme of the Issuer or any Subsidiary provided that the scheme is in compliance with the listing rules of the Relevant Stock Exchange and up to a maximum amount of 10% of the total outstanding issued share capital of the Issuer, or

(b) under the warrant to purchase ordinary shares issued by the Issuer on 11 May 2011 and 15 August 2011 and the Bonds issued by the Issuer on [•] 2012.

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(g) Upward Adjustment

No adjustment involving an increase in the Exercise Price will be made, except in the case of a consolidation or re-classification of the Shares as referred to in Condition 6(a)(1) above, or where there has been an error in the calculation of the Exercise Price.

(h) Compliance

The Issuer shall not take any corporate or other action (including, without limitation, the issue of any Shares or other Equity Securities) that would cause the Exercise Price of the Warrants to be adjusted in a manner that contravenes the law of the British Virgin Islands, the applicable laws of the place of the Relevant Stock Exchange or the applicable listing rules of the Relevant Stock Exchange (which as at the Issue Date shall include the rules of the Relevant Stock Exchange). For the avoidance of doubt, a breach of this paragraph shall entitle the Warrantholders to remedies expressly set out in these Conditions only.

(i) Consideration receivable by the Issuer

For the purpose of any calculation of the consideration receivable pursuant to Condition 6(a)(4), 6(a)(6), 6(a)(7) and 6(a)(8):

(1) Issue of Shares for Cash: the aggregate consideration receivable for Shares issued for cash shall be the amount of such cash provided that in no case shall any deduction be made for any commission or any expenses paid or incurred by the Issuer for any underwriting of the issue or otherwise in connection therewith;

(2) Issue of Shares on Conversion or Exercise of Securities: (1) the aggregate consideration receivable for the Shares to be issued on the conversion or exchange of any securities shall be deemed to be the consideration received or receivable by the Issuer for any such securities and (2) the aggregate consideration receivable for the Shares to be issued on the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Issuer for such securities which is attributed by the Issuer to such rights of subscription or, if no part of such consideration is so attributed, the Fair Market Value of such rights of subscription as at the date of the announcement of the terms of issue of such securities, or, if any such matter being referred to the Independent Investment Bank under Condition 7(b), as

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determined by an Independent Investment Bank, plus in the case of each of (1) and (2) above, the additional minimum consideration (if any) to be received by the Issuer on the conversion or exchange of such securities, or on the exercise of such rights of subscription (the consideration in all such cases to be determined subject to the proviso in Condition 7(i)(1)) and (3) the consideration per Share receivable by the Issuer on the conversion or exchange of, or on the exercise of such rights of subscription attached to, such securities shall be the aggregate consideration referred to in (1) or (2) above (as the case may be) converted into US dollars if such consideration is expressed in a currency other than US dollars at such rate of exchange as may be determined in good faith by an Independent Investment Bank to be the spot rate ruling at the close of business on the date of announcement of the terms of issue of such securities, divided by the number of Shares to be issued on such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate;

(3) Issue of Shares for non-cash assets: the aggregate consideration for Shares issued for non-cash assets shall be the aggregate Fair Market Value of such assets as determined by the Independent Investment Bank; and

(4) No adjustment shall be made to the Conversion Price solely as a result of any issue of Shares upon the exercise of the Warrants, the issue of the Bonds and/or any allotment and issue of Shares upon conversion of the Bonds.

(j) No double counting

If more than one of the provisions of Conditions 6(a)(1)-(9) apply to any single event which would result in more than one adjustment to the Exercise Price being made in respect of the same event, then only the relevant sub-Condition which would result in the largest change being made to the Exercise Price in respect of that event shall apply to the exclusion of the other applicable sub-Conditions.

(k) Conditional issues, etc:

If any issue, grant or offer of any Shares, securities, options, warrants or any other rights referred to in Conditions 6(a)(1)-(9) is subject to the fulfilment of any conditions and/or rights of termination, the effective date of the relevant adjustment shall be deemed to be the date on which all such conditions have been fulfilled (and/or waived) and/or such termination rights have expired or ceased to be exercisable (as the case may be).

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8 No Right As Shareholders

Nothing contained in the Instrument or these Conditions shall be construed as conferring upon the Warrantholders or their transferees the right to vote or to receive dividends or to consent or to receive notice as Shareholders in respect of any meeting of Shareholders for the election of directors of the Issuer or any other matter, or any rights whatsoever as Shareholders of the Issuer. This Condition 8 shall not, however, affect or prejudice the rights and remedies of the Warrantholders under the Instrument and the Warrants.

9 Lapse

Any Warrants in respect of which an Exercise Date has not occurred on or prior to the business day following the expiry of the Exercise Period shall lapse immediately and have no further effect.

10 Purchase and Cancellation of Warrants

10.1 The Issuer, the Subsidiary Guarantors or any of their Subsidiaries may at any time and from time to time purchase Warrants at any price in the open market or otherwise. Such Warrants may, at the option of the Issuer, the Subsidiary Guarantor or the relevant subsidiary, be held, resold or surrendered to the Registrar for cancellation.

All Warrants which are exercised will forthwith be cancelled. Certificates in respect of all Warrants cancelled will be forwarded to or to the order of the Registrar and such Warrants may not be reissued or resold.

10.2 In the event the Company seeks alternate listing on a recognised stock exchange and the listing of the Shares to be issued under the Warrants is not allowed or the listing of the shares would be deferred for reason related to or associated with the Warrants, the Company shall have the right to cancel the Warrants outstanding and allot and issue one ordinary shares of the Company at nil cost every three Warrants to holder of the Warrant as full and final settlement and compensation for such cancellation.

11 Taxation

Subject to Clause 3 of the Instrument, all payments by the Issuer or the Subsidiary Guarantors in respect of the Warrants (if any) or on behalf of the Guarantee shall be made free from any restriction or condition and be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or charges of whatever nature imposed or levied, withheld or assessed by or on behalf of the British Virgin Islands, Hong Kong, the United States or any authority thereof or therein having power to tax (each a “Relevant Jurisdiction”), unless deduction or

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withholding of such taxes, duties, assessments or governmental charges is compelled by law. In such event, the Issuer or the relevant Subsidiary Guarantor, as the case may be, will pay such additional amounts (the “Additional Tax Amounts”) as will result in the receipt by the Warrantholders of such amounts as would have been received by them had no such deduction or withholding been required, except that no Additional Tax Amounts shall be payable in respect of any Warrant:

(i) to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Warrant by reason of his having some connection with the Relevant Jurisdiction otherwise than merely by holding the Warrant or by the receipt of amounts in respect of the Warrant; or

(ii) (in the case of a payment of principal) if the Certificate in respect of such Warrant is surrendered more than 30 days after the relevant date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of 30 days.

For the purposes of this Condition 11, “relevant date” means whichever is the later of (a) the date on which such payment first becomes due and (b) if the full amount payable has not been received by the Warrantholders on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Warrantholders and cheques despatched or payment made.

If the Issuer or any of the Subsidiary Guarantors becomes subject generally to the taxing jurisdiction of a territory or a taxing authority of or in that territory with power to tax other than or in addition to the British Virgin Islands, Hong Kong, the United States or any such authority of or in such territory then the Issuer will (unless the Majority Warrantholders otherwise agree) give the Warrantholders an undertaking satisfactory to the Majority Warrantholders (acting reasonably) in terms corresponding to the terms of this Condition 9 with the substitution for, or (as the case may require) the addition to, the references in this Condition 9 to the British Virgin Islands, Hong Kong, the United States or of references to that other or additional territory or authority to whose taxing jurisdiction the Issuer or the Subsidiary Guarantors have become so subject. In such event this Condition 11 and the Warrants will be read accordingly.

12 Replacement of Warrants

If the Certificate in respect of any Warrant is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the specified office of the Registrar upon payment by the claimant of such costs as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

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13 Notices

All notices to Warrantholders shall be validly given if mailed or faxed to them at their respective addresses in the Register. Any such notice shall be deemed to have been given on the seventh day after being mailed or, in the case of a facsimile, upon receipt of a successful transmission report.

14 Governing Law and Jurisdiction

14.1 The Warrants, the Instrument and the Subsidiary Guarantee shall be governed by and construed in accordance with the laws of Hong Kong.

14.2 The Issuer irrevocably agrees that the courts of Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Instrument, the Subsidiary Guarantee or the Warrants and that accordingly any legal action or proceedings arising out of or in connection with the Warrants, the Subsidiary Guarantee or the Instrument (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits, and each of the Subsidiary Guarantors has irrevocably submitted, to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is for the benefit of each of the Warrantholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

14.3 The Issuer agrees, and each of the Subsidiary Guarantors has agreed, that the process by which any legal proceedings in Hong Kong are begun may be served on it by being delivered to it at its principal place of business in Hong Kong, currently at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon. If the Issuer or any of the Subsidiary Guarantors ceases to have an agent to accept service of process in Hong Kong, it shall forthwith appoint a further agent in Hong Kong to accept service of process on its behalf in Hong Kong and notify the Warrantholders of such appointment, and, failing such appointment within fifteen days, any Warrantholder shall be entitled to appoint such person by notice to the Issuer or the relevant Subsidiary Guarantor (as the case may be) and the other Warrantholders (at the Issuer’s or the relevant Subsidiary Guarantor’s expense (as the case may be)). Nothing in this Condition 14.3 shall affect the right to serve process in any other manner permitted by law.

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SCHEDULE 3

Exercise Notice

CHINA METRO-RURAL HOLDINGS LIMITED

(Incorporated under the laws of the British Virgin Islands with limited liability)

6,000,000 Warrants

(the “Warrants”)

[Date]

To: China Metro-Rural Holdings Limited (the “Issuer”)

Re: Exercise Notice in relation to the Warrants, constituted by the Certificate issued in respect of the Warrants.

I/We, being the holders of the number of Warrants specified below, hereby irrevocably elect to exercise such Warrants into fully-paid ordinary shares of the Issuer (the “Shares”) with a par value of US$0.001 in accordance with the terms and conditions of the Warrants. Terms used in this Exercise Notice and not otherwise defined have the meanings given to them in the terms and conditions of the Warrants.

1 Identifying numbers of Warrants to be exercised:

Total number of Warrants:                                                          

Identifying numbers of the Certificates

deposited in respect of Warrants to be

exercised:                                                                      

N.B. If necessary, the identifying numbers of the Certificates can be attached separately.

2 Cashless Exercise: Yes/No Exercise Price on Exercise Date (if not a Cashless Exercise):

3 Total number of Shares to be issued per Warrant Certificate:

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4 Name(s) and address(es) of person(s) in whose name(s) the Shares required to be delivered on exercise are to be registered:

Name:

Address:

Telephone Number:

Fax Number:

5 I/We hereby request that the Shares be in dematerialised/physical certificate form* and that any certificates together with any other securities, property or cash required to be delivered upon exercise be despatched (at my/our risk) to the person whose name and address is given below and in the manner specified below:

a. Name of Addressee:

Name:

Address:

Manner of dispatch (if

other than by ordinary mail):

b

b. DTC Account Number (if Shares in dematerialised form)

Transaction Code Number:                                                                             

____________________________________

____________________________________

6 I/We hereby request that a Certificate evidencing the Warrants not so exercised be issued in our name and be made available for collection at the specified office of the Issuer/ despatched (at my/our risk) to the person whose name and address is given below and in the manner specified below in accordance with Condition 3(c).

Name:

Address:

Manner of dispatch (if

other than by ordinary mail):

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7 The Certificates representing the Warrants exercised hereby accompany this Exercise Notice.

8 I/We hereby confirm and undertake that I/We will make all payments as required under Clause 3 of the Instrument. We hereby undertake that no underwritten offering or similar arrangement will be made in respect of the Shares issued pursuant to the exercise of subscription rights attached to the Warrants under this Exercise Notice.

* (Delete as appropriate)

Name:	Date:
Address:
Signature:

Notes:

(i) This Exercise Notice will be void unless the introductory details, Sections 1, 2, 3, 4, 5 and (if applicable) 6 are completed.

(ii) Despatch of share certificates or other securities or property will be made at the risk of the exercising Warrantholder.

(iii) If an adjustment contemplated by the terms and conditions of the Warrants is required in respect of an exercise of Warrants where additional Shares are to be issued, certificates for the additional Shares deliverable pursuant to such adjustment (together with any other securities, property or cash) will be delivered or despatched in the same manner as for the Shares, other securities, property and cash pursuant to this Exercise Notice.

(iv) The Exercise Date falls on the Stock Exchange Business Day immediately following the delivery of this Exercise Notice and the surrender of the Certificate of the Warrants, and if applicable, any payment to be made or indemnity given under the Conditions.

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(v) Share certificates may carry a legend indicating that the Shares are restricted securities which may not be sold or transferred absent registration under the US Securities Act or an exemption from registration.

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SCHEDULE 4

Regulations Concerning the Transfer and Registration of the Warrants

1 The Warrants are transferable by execution of the Form of Transfer on each Definitive Warrant endorsed (a) the hand of the transferor or, where the transferor is a corporation under its common seal or under the hand of a director or a duly authorised officer in writing, and (b) the hand of the transferee or, where the transferee is a corporation, under its common seal or under the hand of a director or a duly authorised officer in writing. In this Schedule, “transferor” shall where the context permits or requires include joint transferors and be construed accordingly.

2 The Definitive Warrant issued in respect of the Warrant to be transferred must be delivered for registration to the specified office of the Registrar accompanied by such other evidence (including certificates and/or legal opinions) as the Registrar may reasonably require to prove the title of the transferor or his right to transfer the Warrant and his identity and, if the Form of Transfer is executed by some other person on his behalf or in the case of the execution of a Form of Transfer on behalf of a corporation by its officers, the authority of that person or those persons to do so. The signature of the person effecting a transfer of a Warrant shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Registrar may reasonably require.

3 The executors or administrators of a deceased holder of Warrants (not being one of several joint holders) and, in the case of the death of one or more of joint holders, the survivor or survivors of such joint holders, shall be the only persons recognised by the Issuer as having any title to such Warrants.

4 Any person becoming entitled to Warrants in consequence of the death or bankruptcy of the holder of such Warrants may, upon producing such evidence that he holds the position in respect of which he proposes to act under this paragraph or of his title as the Registrar may reasonably require (including certificates and/or legal opinions), be registered himself as the holder of such Warrants or, subject to the preceding paragraphs as to transfer, may transfer such Warrants. The Issuer and the Registrar may retain any amount payable upon the Warrants to which any person is so entitled until such person shall be so registered or shall duly transfer the Warrants.

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5 Unless otherwise requested by him and agreed by the Issuer, a holder of Warrants shall be entitled to receive only one Definitive Warrant in respect of his holding.

6 The joint holders of a Warrant shall be entitled to one Definitive Warrant only in respect of their joint holding which shall, except where they otherwise direct, be delivered to the joint holder whose name appears first in the Register in respect of the joint holding.

7 The Issuer and the Registrar shall make no charge to the holders for the registration of any holding of Warrants or any transfer of Warrants or for the issue of any Warrants or for the delivery of Warrants at the principal place of business in Hong Kong of the Issuer or the specified office of the Registrar to whom the request for registration, transfer or delivery was delivered or by uninsured post to the address specified by the holder. If any holder entitled to receive a Definitive Warrant wishes to have it delivered to him otherwise than at the principal place of business in Hong Kong of the Issuer or the specified office of the Registrar, such delivery shall be made upon his written request to the Registrar, at his risk and (except where sent by uninsured post to the address specified by the holder) at his expense.

8 The Registrar will within ten business days (as defined in Condition 3) of receipt by the Issuer of the original certificate and the Form of Transfer duly completed and signed effect a transfer of the relevant Warrants and (a) make available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, despatch by uninsured mail at the risk of the holder entitled to the Warrants (but free of charge to the holder and at the Issuer’s expense) to such address specified in the Form of Transfer, a new Definitive Warrant to the transferee in respect of the Warrant or Warrants transferred and (b) in the case of a transfer or exercise of fewer than all the Warrants in respect of which a Definitive Warrant is issued, a new Definitive Warrant in respect of the Warrants not transferred or exercised will be made available for collection at the specified office of the Issuer or despatch by uninsured mail at the risk of the holder entitled to the Warrants (but free of charge to the holder and at the Issuer’s expense) to the address of such holder appearing on the Register.

9 Notwithstanding any other provisions of the Instrument, the Registrar shall register the transfer of any Warrant only upon presentation of an executed and duly completed form of transfer substantially in the form set forth in the Form of Definitive Warrant in Schedule 1 to this Instrument together with any other documents thereby required.

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10 The Issuer (with the prior written approval of the Warrantholders and the Registrar) may promulgate any other regulations (including amending these regulations) that they may deem reasonably necessary for the registration and transfer of the Warrants.

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This deed is delivered the day and year first before written.

The Common Seal of	)
CHINA METRO-RURAL HOLDINGS LIMITED	)
was affixed in the presence of:	)

EX-99.5

Exhibit 99.5

Dated [•] July 2012

CHINA METRO-RURAL HOLDINGS LIMITED

and

WILLIS PLUS LIMITED

REGISTRATION RIGHTS AGREEMENT

Linklaters

10th Floor, Alexandra House

Chater Road

Hong Kong

Telephone (+852) 2842 4888

Facsimile (+852) 2810 8133/2810 1695

Ref L-202213

Table of Contents

Contents		Page
1	Definitions		1
2	Registration		4
3	Related Obligations		6
4	Obligations of the Investors		12
5	Expenses of Registration		12
6	Indemnification		12
7	Contribution		15
8	Reports Under the Exchange Act		15
9	Amendment of Registration Rights		16
10	Assignment of Registration Rights		16
11	Miscellaneous		16

i

Registration Rights Agreement (this “Agreement”), dated as of July [•], 2012 between:

(1) China Metro-Rural Holdings Limited, a limited liability company incorporated under the laws of the British Virgin Islands, with headquarters located at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong (the “Issuer”); and

(2) Willis Plus Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Buyer”).

Whereas:

(A) In connection with the Subscription Agreement by and among the parties hereto of even date herewith (the “Subscription Agreement”), the Issuer has agreed, upon the terms and subject to the conditions of the Subscription Agreement, to issue and sell to the Buyer (i) senior convertible notes of the Issuer (the “Bonds”), which will, among other things, be convertible into ordinary shares of the Issuer, with a par value of $0.001 per share (the “Shares”) (as converted, collectively, the “Conversion Shares”), and (ii) warrants (the “Warrants”) which will be exercisable to purchase Shares (as exercised, collectively, the “Warrant Shares”) in accordance with the terms of the Warrants.

(B) In accordance with the terms of the Subscription Agreement, the Issuer has agreed to provide certain registration rights to the Buyer for itself and for the benefit of PA Universal Opportunity VII Limited as pledgee (the “Pledgee”) under a Charge over Bonds and Warrants between Willis Plus Limited (as chargor) and the Pledgee, dated July [•], 2012, a Share Charge between Kind United Holdings Limited (as chargor) and the Pledgee, dated July [•], 2012 in respect of Shares of the Issuer, a Share Charge between Mr. Cheng Chung Hing (as chargor) and the Pledgee, dated July [•], 2012 in respect of Shares of the Buyer and a Share Charge between Mr. Leung Moon Lam (as chargor) and the Pledgee, dated July [•], 2012 in respect of Shares of the Buyer, as the case may be, under the U.S. Securities Act of 1933, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws. In particular, the Issuer has agreed to provide such rights to enable the Buyer and to allow any pledgee or secured parties (including the Pledgee) to which the Buyer may pledge or grant a security interest in some or all of the Registrable Securities to offer and sell such Registrable Securities in the United States of America under applicable provisions of the Securities Act.

(C) The Shares are listed and traded on the NYSE MKT (meaning NYSE MKT LLC (formerly known as NYSE Amex LLC)).

Now, therefore, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Buyer hereby agree as follows:

1 Definitions

Capitalized terms used herein (including in the above recitals) and not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement. As used in this Agreement (including in the above recitals), the following terms shall have the following meanings:

(a) “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York or Hong Kong are authorized or required by law to remain closed.

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(b) “Cutback Shares” means any of the Required Registration Amount of Registrable Securities (without regard to clause (i)(II) in the definition thereof) not included in all Registration Statements previously declared effective hereunder as a result of a limitation on the maximum number of Shares permitted to be registered by the staff of the SEC pursuant to Rule 415.

(c) “Effectiveness Deadline” means, with respect to the Registration Statement required to be filed hereunder for the Closing, the 120^th calendar day following the date hereof (or, in the event the SEC reviews and has written comments to the Registration Statement, the 180^th calendar day following the Closing Date); provided, however, in the event the Issuer is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Issuer is so notified if such date precedes the date required above.

(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(e) “Filing Deadline” means, with respect to the Registration Statement required hereunder, the 60^th calendar day following the Closing.

(f) “Investor” means the Buyer, PA Universal Opportunity VII Limited (or any permitted successor or assigns) as pledgee but only to the extent it takes possession of, or is entitled to direct the disposition of, any Registrable Securities pursuant to the Charge over Bonds and Warrants between Willis Plus Limited (as chargor) and the Pledgee, dated July [•], 2012, the Share Charge between Kind United Holdings Limited (as chargor) and the Pledgee, dated July [•], 2012 in respect of Shares of the Issuer, a Share Charge between Mr. Cheng Chung Hing (as chargor) and the Pledgee, dated July [•], 2012 in respect of Shares of the Buyer or a Share Charge between Mr. Leung Moon Lam (as chargor) and the Pledgee, dated July [•], 2012 in respect of Shares of the Buyer, or any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 10 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 10.

(g) “Investor Shares” means (a) any Shares held by the Investor at any time, including any Shares issued or issuable upon conversion of any Bonds or exercise of any Warrants held by the Investor at any time, (b) any securities of the Issuer which the Investor (or any successor or transferee) shall be entitled to receive, or shall have received, in connection with any share splits, share dividends or similar events with respect to the Shares, and (c) any other securities into which or for which any of the Shares described in the preceding clauses (a) or (b) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise, without regard to any limitations on the conversion of the Bonds or exercise of the Warrants.

(h) “Principal Market” means the NYSE MKT.

(i) “Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

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(j) “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

(k) “register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the Securities Act and pursuant to Rule 415, and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

(l) “Registrable Securities” means any Investor Shares held by the Investor at any time; provided, however, that Registrable Securities shall cease to be a Registrable Securities upon the a sale of such Registrable Securities.

(m) “Registration Statement” means the registration statement required to be filed hereunder and any additional registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

(n) “Required Holders” means the holders of at least a majority of the Registrable Securities.

(o) “Required Registration Amount” means (i) with respect to the Registration Statement, (I) initially 55,499,028 Shares issued or to be issued upon conversion of the Bonds (subject to adjustment in accordance with the terms and conditions of the Bonds), 6,000,000 Shares issued or to be issued upon exercise of the Warrants, or (II) such lesser amount as required by the SEC pursuant to Rule 415, and (ii) with respect to subsequent Registration Statements all remaining Registrable Securities to be filed, in each case subject to any cutback set forth in Section 3(c). In the event there are cutbacks as provided for in Section 3(c), preference shall be given in the following priority: (x) first, to the Investor Shares to be issued upon conversion of the Bonds, and (y) second, to Investor Shares issued or to be issued upon exercise of the Warrants.

(p) “Rule 415” means Rule 415 promulgated under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis.

(q) “SEC” means the United States Securities and Exchange Commission.

(r) “Trading Day” means any day on which the Principal Market, or, if the Principal Market is not the principal trading market for the Shares, then the principal securities exchange or securities market on which the Shares are then traded (the “relevant market”), is open for dealing business; provided that “Trading Day” shall not include any day on which the Principal Market or relevant market is scheduled to or does close prior to its regular weekday closing time.

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2 Registration

(a) Registration

On or prior to the Filing Deadline, the Issuer shall prepare and file with the SEC a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities. The Registration Statement prepared pursuant hereto shall register for resale at least the number of Shares equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit B. The Issuer shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Issuer shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. The Issuer shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold (“Registration Period”). Prior to the filing of a Registration Statement with the SEC, the Issuer shall furnish a draft of the Registration Statement to the Investors for their review and comment. The Investors shall furnish comments on the Registration Statement to the Issuer within forty-eight (48) hours of the receipt thereof from the Issuer.

(b) Failure to File or Obtain Effectiveness of the Registration Statement

If: (i) a Registration Statement is not filed on or prior to the Filing Deadline (if the Issuer files a Registration Statement without affording the Investors the opportunity to review and comment on the same as required by Section 3(a), the Issuer shall not be deemed to have satisfied this clause (i)), or (ii) the Issuer fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline, or (iv) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the holders of Registrable Securities are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other rights the holders of Bonds may have hereunder or under applicable law or in equity), on each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Issuer shall pay to each holder of Bonds an amount in cash, as partial liquidated damages (“Registration Delay Payments”) and not as a penalty, equal to 1.0% of the aggregate subscription price paid by such holder of Bonds pursuant to the

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Subscription Agreement for any Bonds then held by such holder. In the event the Issuer fails to pay Registration Delay Payments pursuant to this Section 2(b) in a timely manner, such unpaid Registration Delay Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. The parties agree that (1) the Issuer shall not be liable for Registration Delay Payments under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Registrable Securities under this Agreement shall be ten percent (10%) of the aggregate subscription price paid by such holder pursuant to the Subscription Agreement. The Registration Delay Payments pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

(c) Liquidated Damages

The Issuer and the Buyer hereto acknowledge and agree that the sums payable under subsection 2(b) above shall constitute liquidated damages and not penalties and are not exclusive of any other rights of the Buyer, including the right to call a default. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the Issuer to obtain or maintain the effectiveness of a Registration Statement, (iii) one of the reasons for the Issuer and the Buyer reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages, and (iv) the Issuer and the Buyer are sophisticated business parties and have been represented by sophisticated and able legal counsel and negotiated this Agreement at arm’s length. Notwithstanding the foregoing, there shall be no liquidated damages for Cutback Shares.

(d) Ineligibility for Form F-3

In the event that Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Issuer shall (i) register the resale of the Registrable Securities on a form reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form F-3 as soon as the use of such form for such purpose is permitted, provided that the Issuer shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the SEC.

(e) Legal Counsel

Subject to Section 5 hereof, (i) the Buyer shall have the right to select one legal counsel or such other counsel as thereafter designated by the Required Holders, and (ii) the Pledgee (in its capacity as pledgee) shall have the right to select one legal counsel which shall be Linklaters or such other counsel as thereafter designated by the Pledgee, in each case to review and oversee any registration pursuant to this Section 2 (each, a “Legal Counsel” and, collectively, the “Legal Counsels”).

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(f) Sufficient Number of Shares Registered

In the event the number of Shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(g), the Issuer shall, if the Registration Statement has not been declared effective, amend the applicable Registration Statement, or, in all other cases, file a new Registration Statement (on the short form available therefor, if applicable), so as to cover at least the Required Registration Amount, as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than thirty (30) days after the necessity therefor arises. The Issuer shall use its reasonable best efforts to cause such amendment or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of Shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of Shares available for resale under the Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount by (ii) 0.9]. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of the Bonds and such calculation shall assume that the Bonds are then convertible into Investor Shares at the then prevailing Conversion Rate (as defined in the Bonds).

(g) Allocation of Registrable Securities

The initial number of Registrable Securities included in any Registration Statement and any increase, as applicable, in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Issuer include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

3 Related Obligations

(a) The Issuer shall, not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 20-F), furnish to Investors copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of the Investors, the Issuer shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Investors shall reasonably object in good faith; provided that, the Issuer is notified of such objection in writing no later than two (2) Trading Days after each Investor has been so furnished copies of a Registration Statement.

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(b) The Issuer shall (i) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and prepare and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Issuer may excise any information contained therein which would constitute material non-public information as to the Investor if it has not executed a confidentiality agreement with the Issuer); and (iv) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Issuer covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Issuer’s filing a report on Form 6-K or any analogous report under the Exchange Act, the Issuer shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Issuer to amend or supplement the Registration Statement.

(c) To the extent Cutback Shares exist, as soon as may be permitted by the SEC, the Issuer shall be required to file a Registration Statement covering the resale of the Cutback Shares and shall use best efforts to cause such Registration Statement to be declared effective as promptly as practicable thereafter. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), any Cutback Shares shall be applied to each Investor pro rata in accordance with the number of Registrable Securities purchased by such Investor under the Subscription Agreement (and in the case of a subsequent transfer the Buyer’s) relative to the Registrable Securities purchased by the Buyer under the Subscription Agreement.

(d) The Issuer shall furnish to the Investors whose Registrable Securities are included in any Registration Statement, without charge, (i) at least one (1) copy of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) ten (10) copies of the final prospectus included in such Registration Statement and all

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amendments and supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other documents as the Investors may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investors.

(e) The Issuer shall use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investors reasonably request, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Issuer shall not be required in connection therewith or as a condition thereto to (w) make any change to its articles of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Issuer shall promptly notify each Investor who holds Registrable Securities of the receipt by the Issuer of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(f) As promptly as practicable after becoming aware of such event or development, the Issuer shall notify each Investor in writing of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor. The Issuer shall also promptly notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Issuer’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

(g) The Issuer shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Investor who then holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

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(h) If, after the execution of this Agreement, the Investor believes, after consultation with its legal counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities, at the request of the Investor, the Issuer shall furnish to the Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as the Investor may reasonably request (i) a letter, dated such date, from the Issuer’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, and (ii) an opinion, dated as of such date, of counsel representing the Issuer for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investor.

(i) If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities, at the request of such Investor, the Issuer shall make available for inspection by (i) such Investor and (ii) one (1) firm of accountants or other agents retained by the Investor (collectively, the “Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties of the Issuer (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Issuer’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree, and the Investor hereby agrees, to hold in strict confidence and shall not make any disclosure or use any Record or other information which the Issuer determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector and the Investor has actual knowledge. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Issuer and allow the Issuer, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.

(j) The Issuer shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Issuer unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Issuer agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court

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or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow it, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k) The Issuer shall use its best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Issuer are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation of all of the Registrable Securities on the NYSE MKT or (iii) if, despite the Issuer’s best efforts, the Issuer is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on, The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market for such Registrable Securities and, without limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect to such Registrable Securities. The Issuer shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k).

(l) The Issuer shall cooperate with any Investor who holds Registrable Securities being offered and, to the extent applicable, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as any Investor may reasonably request and registered in such names as such Investor may request.

(m) The Issuer shall use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(n) The Issuer shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, or such period as allowed by filing a Form 12b-25, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of the Issuer’s fiscal quarter next following the effective date of the Registration Statement.

(o) The Issuer shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(p) Within two (2) business days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Issuer shall deliver, and shall cause legal counsel for the Issuer to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit C.

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(q) The Issuer shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investors of Registrable Securities pursuant to a Registration Statement.

(r) Notwithstanding anything to the contrary herein, at any time after the Effective Date, if (i) there is material non-public information regarding the Issuer which the Issuer’s Board of Directors (the “Board”) determines not to be in the Issuer’s best interest to disclose and which the Issuer is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Issuer which the Board determines not to be in the Issuer’s best interest to disclose and the Issuer is not otherwise required to disclose, then the Issuer may suspend effectiveness of a registration statement for a period (“Grace Period”); provided that the Issuer may not suspend effectiveness of a registration statement under this Section 3(r) for more than twenty five (25) consecutive days or for more than sixty (60) days in the aggregate during any three hundred sixty-five (365) day period and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period; provided, further, that no such suspension shall be permitted arising out of the same set of facts, circumstances or transactions; and provided, further, that the Issuer shall promptly notify the Investors in writing of (x) the date on which the Grace Period will begin and (y) the date on which the Grace Period ends (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (x) of the last proviso of the preceding sentence and shall end on and include the later of the date the Investors receive the notice referred to in clause (y) of the last proviso of the preceding sentence and the date referred to in such notice. The provisions of Section 2(b) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Issuer shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such information is no longer applicable. Notwithstanding anything to the contrary, the Issuer shall cause its transfer agent to deliver unlegended Shares to a transferee of an Investor in accordance with the terms of the Subscription Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, prior to the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled.

(s) The Issuer shall not file any other registration statements until, or grant registration rights to any Person that can be exercised prior to the time that, all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the SEC, provided that this Section 3(s) shall not prohibit the Issuer from filing amendments (pre-effective and post-effective) to registration statements filed prior to the date of this Agreement; provided that no such amendment shall increase the number of securities registered on a registration statement. The Issuer has not entered, as of the date hereof, nor shall the Issuer, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Investors in this Agreement or otherwise conflicts with the provisions hereof.

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4 Obligations of the Investors

(a) Each Investor agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 3(f) the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Issuer shall cause its transfer agent to deliver unlegended certificates for Shares to a transferee of the Investor in accordance with the terms of the Subscription Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Issuer of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e) and for which the Issuer has not yet settled.

(b) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c) Each Investor covenants and agrees that any offer for distribution and sale of Registrable Securities by it in the United States shall be made by way of a non-underwritten offering (within the meaning of Rule 12h-6(a)(2) under the Securities Exchange Act of 1934, as amended), unless otherwise agreed with the Issuer.

5 Expenses of Registration

All expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers, accounting fees and fees and disbursements of legal counsels (including the Legal Counsels) shall be paid by the Issuer.

6 Indemnification

In the event any Registrable Securities are included in a Registration Statement under this Agreement:

(a) To the fullest extent permitted by law, the Issuer will, and hereby does, indemnify, hold harmless and defend the each Investor, the directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls such Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue

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statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Issuer files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Issuer of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Issuer shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other expenses reasonably incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Issuer by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, (ii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Issuer, if such prospectus was timely made available by the Issuer pursuant to Section 3(d); and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Issuer, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.

(b) In connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Issuer, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Issuer within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Issuer by such Investor expressly for use in connection with such Registration Statement; and, subject to

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Section 6(c), such Investor shall reimburse the Indemnified Party for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that an Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.

(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant

14

or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

(d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(e) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7 Contribution

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

8 Reports Under the Exchange Act

With a view to making available to Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Issuer to the public without registration (“Rule 144”), the Issuer agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144;

(b) file with the SEC in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

(c) furnish to any Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report (if the Issuer

15

files quarterly reports) of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

9 Amendment of Registration Rights

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Issuer and Required Holders at the time of the amendment or waiver. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Issuer and the Investors; provided that no such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.

10 Assignment of Registration Rights

The rights under this Agreement shall be automatically assignable by any Investor to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Issuer within a reasonable time after such assignment; (ii) the Issuer is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act or applicable state securities laws; (iv) at or before the time the Issuer receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Issuer to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Subscription Agreement and the transfer conditions of the Bonds and Warrants, as applicable.

11 Miscellaneous

(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Issuer receives conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities, the Issuer shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.

(b) Neither the Issuer nor any of its security holders (other than the Investors in such capacity pursuant hereto) may include securities of the Issuer in the Registration Statement other than the Registrable Securities. The Issuer shall not file any other registration statements until the Registration Statement required hereunder is declared effective by the SEC, provided that this Section 11(b) shall not prohibit the Issuer from filing amendments to registration statements already filed.

16

(c) If at any time during the Registration Period there is not an effective Registration Statement covering all of the Registrable Securities and the Issuer shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form F-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Issuer shall send to the Investors a written notice of such determination and, if within fifteen (15) days after the date of such notice, an Investor shall so request in writing, the Issuer shall include in such registration statement all or any part of such Registrable Securities the Investor requests to be registered.

(d) Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and delivered in accordance with Clause 11.1 of the Subscription Agreement, which Clause 11.1 shall be deemed to have been incorporated herein by reference and shall apply to the terms and provisions of this Agreement and the parties hereto mutatis mutandis.

(e) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(f) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Issuer hereby appoints National Registered Agents, Inc. at 111 Eighth Avenue, New York, NY10011, as its agent for service of process in the State of New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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(g) If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(h) This Agreement, the other Transaction Documents (as defined in the Subscription Agreement) and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

(i) Subject to the requirements of Section 10, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

(j) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(k) This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

(l) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(m) All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Required Holders, determined as if all of the outstanding Bonds then held by the Investors have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion of the Bonds, and the outstanding Warrants then held by Investors have been exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.

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(n) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

(o) This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that the parties hereto expressly intend any pledgee of any Registrable Securities (including, for the avoidance of doubt, the Pledgee) to be third-party beneficiaries under this Agreement.

[Signature Page Follows]

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In witness whereof, the Buyer and the Issuer have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

Issuer:

CHINA METRO-RURAL HOLDINGS LIMITED
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

In witness whereof, the Buyer and the Issuer have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

Buyer:

WILLIS PLUS LIMITED
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

EXHIBIT A

SELLING SHAREHOLDER

The shares of common stock (being ordinary shares with par value of US$0.001 each) being offered by the selling shareholder are those issuable to the selling shareholder upon conversion of the convertible bonds and upon exercise of the warrants. For additional information regarding the issuance of those convertible bonds and warrants, see “[Private Placement of Bonds and Warrants]” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the convertible bonds and the warrants issued pursuant to the Subscription Agreement, the selling shareholder has not had any material relationship with us within the past three years.

The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the selling shareholder, based on its ownership of the convertible bonds and warrants, as of                     , 20[•], assuming conversion of all convertible bonds and exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on conversions, amortizations, redemptions or exercises.

The third column lists the shares of common stock being offered by this prospectus by the selling shareholder.

In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least (i) [•]% of the number of Conversion Shares issued and issuable pursuant to the convertible bonds as of the trading day immediately preceding the date the registration statement is initially filed with the SEC, and (ii) [•]% of the number of Warrant Shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the date the registration statement is initially filed with the SEC. The third column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

Because the conversion price of the convertible bonds and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

[INCLUDE DESCRIPTION OF LIMITATIONS ON THE SALE OF SHARES OF COMMON STOCK BY THE SELLING SHAREHOLDER, IF ANY]. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Shareholder	Number of Shares Owned Prior to Offering		Maximum Number of Shares to Be Sold Pursuant to this  Prospectus		Number of Shares Owned After Offering
[•]		[•]		[•]		[•]

A-1

EXHIBIT B

PLAN OF DISTRIBUTION

We are registering the shares of common stock (being ordinary shares of par value US$0.001 each) issuable upon conversion of the convertible bonds and upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the convertible bonds and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling shareholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling shareholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

• on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

• in the over-the-counter market;

• in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

• through the writing of options, whether such options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales;

• sales pursuant to Rule 144;

• broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any such methods of sale; and

B-1

• any other method permitted pursuant to applicable law.

If the selling shareholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling shareholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling shareholder may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholder may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling shareholder may pledge or grant a security interest in some or all of the convertible notes, warrants or shares of common stock owned by them and, if it default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholder also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling shareholder and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that the selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling shareholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

B-3

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be US$[•] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that the selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholder against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling shareholder will be entitled to contribution. We may be indemnified by the selling shareholder against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

B-3

EXHIBIT C

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

[Counsel]

[Address]

Attention: [•]

Re: China Metro-Rural Holdings Limited

Ladies and Gentlemen:

[We are][I am] counsel to China Metro-Rural Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (the “Issuer”), and have represented the Issuer in connection with that certain Subscription Agreement, dated as of July 24, 2012 (the “Subscription Agreement”), entered into by the Issuer and Willis Plus Limited(the “Investor”) pursuant to which the Issuer issued to the Investor convertible bonds (the “Bonds”) convertible into shares of the Issuer’s ordinary shares, par value $0.001 per share (the “Common Stock”) and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Subscription Agreement, the Issuer also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Issuer agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Bonds and upon exercise of the Warrants under the Securities Act of 1933 (the “Securities Act”). In connection with the Issuer’s obligations under the Registration Rights Agreement, on                     ,          201[•], the Issuer filed a Registration Statement on Form [F]-3 (File No. 333-                    ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder.

In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.

This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Investor pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Investor as contemplated by the Issuer’s Irrevocable Transfer Agent Instructions dated [•], 201[•].

Very truly yours,

[ISSUER’S COUNSEL]

By:

CC:   PA Universal Opportunity VII Limited

C-1

EX-99.6

Exhibit 99.6

Dated [—] 2012

M.S. ELECTRONIC EMPORIUM LIMITED

CHINA METRO-RURAL LIMITED

CHINA METRO-RURAL EXCHANGE LIMITED

CHINA METRO-RURAL DEVELOPMENT LIMITED

CHINA FOCUS CITY (H.K.) HOLDINGS LIMITED

as Guarantors

of the Bonds issued by

CHINA METRO-RURAL HOLDINGS LIMITED

Linklaters

10th Floor, Alexandra House

Chater Road

Hong Kong

Telephone (+852) 2842 4888

Facsimile (+852) 2810 8133/2810 1695

Ref L-202213

This Deed of Guarantee is made on [—] 2012 by:

(1) M.S. ELECTRONIC EMPORIUM LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands whose registered office is at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

(2) CHINA METRO-RURAL LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands whose registered office is at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

(3) CHINA METRO-RURAL EXCHANGE LIMITED, a limited liability company incorporated under the laws of Hong Kong whose registered office is at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong;

(4) CHINA METRO-RURAL DEVELOPMENT LIMITED, a limited liability company incorporated under the laws of Hong Kong whose registered office is at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong; and

(5) CHINA FOCUS CITY (H.K.) HOLDINGS LIMITED, a limited liability company incorporated under the laws of Hong Kong whose registered office is at Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong;

(together, the “Subsidiary Guarantors”), in favour of the Bondholders.

Whereas:

(A) Each of the Subsidiary Guarantors is a subsidiary of China Metro-Rural Holdings Limited (the “Issuer”).

(B) The Issuer proposes to issue US$60,000,000 principal amount of Bonds to be known as its 14 per cent. Guaranteed Secured Convertible Bonds due 2017 convertible into the ordinary shares of the Issuer which will be guaranteed by the Subsidiary Guarantors (the “Bonds”).

(C) The Subsidiary Guarantors have agreed to guarantee (i) the payment of all sums expressed to be payable from time to time by the Issuer pursuant to the terms and conditions of the Bonds to the holders from time to time of any Bonds (the “Bondholders”) issued by it and (ii) the punctual performance by the Issuer of all the obligations of the Issuer under the Bonds (the “Guarantee”).

This Deed Witnesses as follows:

1 Interpretation

1.1 Defined Terms: In this Deed, unless otherwise defined herein, capitalised terms shall have the same meaning given to them in the terms and conditions of the Bonds (the “Conditions”).

1.2 Headings: Headings shall be ignored in construing this Deed.

1.3 Contracts: References in this Deed to this Deed or any other document are to this Deed or those documents as amended, supplemented or replaced from time to time in relation to the Bonds and includes any document that amends, supplements or replaces them.

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2 Guarantee and Indemnity

2.1 Guarantee: Each of the Subsidiary Guarantors unconditionally and irrevocably guarantees on a joint and several basis:

2.1.1 the punctual performance by the Issuer of all the obligations of the Issuer under the Transaction Documents;

2.1.2 that if the Issuer does not pay any sum payable by it under the Bonds by the time and on the date specified for such payment (whether on the normal due date, on acceleration or otherwise), the Subsidiary Guarantors shall pay such sum to the relevant Bondholder (or Bondholders as the case may be) before close of business on that date in the city to which payment is so to be made by the Issuer as if he was the sole principal debtor. All payments under this Guarantee by the Subsidiary Guarantors shall be made subject to the Conditions.

2.2 Future Subsidiary Guarantors: Pursuant to the Conditions, the Issuer has undertaken to cause each of its future Subsidiaries not incorporated in the PRC (the “Relevant Subsidiaries”) to, as soon as practicable upon becoming a Relevant Subsidiary and at the Issuer’s expense, (i) execute and deliver to the Bondholders (x) a deed supplemental to the Subsidiary Deed of Guarantee in substantially the form set out in Schedule 1 to this Deed, pursuant to which such Relevant Subsidiary will, jointly and severally with the existing Subsidiary Guarantors, guarantee the due payment of all sums expressed to be payable by the Issuer under the Bonds and the performance of all obligations of the Issuer under the Transaction Documents and (y) a legal opinion from a law firm of international repute opining on the execution and delivery and the legality, validity and enforceability of such supplemental deed to the Subsidiary Deed of Guarantee and (ii) comply with any other requirements for the purpose of providing a legal, valid and enforceable guarantee.

2.3 Subsidiary Guarantors as Principal Debtors: As between the Subsidiary Guarantors and the Bondholders but without affecting the Issuer’s obligations, each of the Subsidiary Guarantors will be liable, jointly and severally, under this Guarantee as if it were the sole principal debtor and not merely a surety. Accordingly, the obligations of each of the Subsidiary Guarantors will not be discharged, nor will the liability of each of the Subsidiary Guarantors be affected, by anything that would not discharge it or affect its liability if it was the sole principal debtor (whether or not known to it or the Bondholders), including (1) any time, indulgence, waiver or consent at any time given to the Issuer or any other person, (2) any amendment to any other provisions of this Guarantee or to the Conditions or to any security or other guarantee or indemnity, (3) the making or absence of any demand on the Issuer or any other person for payment, (4) the enforcement or absence of enforcement of this Guarantee, the Bonds or of any security or other guarantee or indemnity, (5) the taking, existence or release of any security, guarantee or indemnity, (6) the dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person, (7) the illegality, invalidity or unenforceability of or any defect in any provision of this Guarantee, the Bonds or any of the Issuer’s obligations under any of them or (8) any other act, event or omission which, but for this Clause 2.3, might operate to discharge, impair or otherwise affect the obligations expressed to be assumed by the Subsidiary Guarantors herein or any of the rights, powers or remedies conferred upon the Bondholders by this Guarantee or by law.

2.4 Subsidiary Guarantors’ Obligations Continuing: The obligations of each Subsidiary Guarantor under this Guarantee are and shall remain in full force and effect by way of continuing security until no sum remains payable under the Bonds or this Guarantee, regardless of any intermediate payment or discharge in whole or in part. Furthermore,

2

those obligations of each the Subsidiary Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the Subsidiary Guarantors or otherwise and may be enforced without first having recourse to the Issuer, any other person, any security or any other guarantee or indemnity. Each of the Subsidiary Guarantors irrevocably waives all notices and demands of any kind.

2.5 Exercise of Subsidiary Guarantors’ Rights: So long as any sum remains payable under the Bonds, or this Guarantee, none of the Subsidiary Guarantors shall exercise or enforce any right, by reason of the performance of any of its obligations under this Guarantee, to be indemnified by the Issuer or to take the benefit of or enforce any security or other guarantee or indemnity.

2.6 Avoidance of Payments: Each of the Subsidiary Guarantors shall on demand from the Majority Bondholder, indemnify the relevant Bondholder, on an after tax basis, against any cost, loss, expense or liability sustained or properly incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under the Bonds and shall in any event pay to it on demand the amount as refunded by it.

2.7 Reinstatement: If any discharge (whether in respect of the obligations of the Issuer or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation or similar proceedings, the liability of each of the Subsidiary Guarantors under this Deed will continue as if the discharge or arrangement had not occurred.

2.8 Debts of Issuer: If any moneys become payable by the Subsidiary Guarantors under this Guarantee, the Issuer shall not (except in the event of the liquidation of the Issuer) so long as any such moneys remain unpaid, pay any moneys for the time being due from the Issuer to the Subsidiary Guarantors.

2.9 Indemnity: As separate, independent and alternative stipulations, each Subsidiary Guarantor unconditionally and irrevocably agrees: (1) that any sum that, although expressed to be payable by the Issuer under the Bonds or this Guarantee, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Subsidiary Guarantors or a Bondholder) not recoverable from such Subsidiary Guarantor on the basis of a guarantee shall nevertheless be recoverable from it as if it were the sole principal debtor and shall be paid by it to the Bondholder on demand; and (2) as a primary obligation to indemnify, to the maximum permitted under all applicable laws, each Bondholder against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under the Bonds or this Guarantee not being paid on the date and otherwise in the manner specified in this Guarantee or in the Conditions or any payment obligation of the Issuer under the Bonds or this Guarantee being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to a Bondholder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum.

2.10 Immediate Recourse: Each Subsidiary Guarantor waives any right it may have of first requiring the Bondholders (or any trustee or agent on their behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from such Subsidiary Guarantor under this Guarantee.

3

2.11 Appropriations: Until all of the Subsidiary Guarantors’ obligations under this Guarantee have been irrevocably paid in full, the Bondholders (or any trustee or agent on their behalf) may without affecting the liability of the Subsidiary Guarantors under this Guarantee:

2.11.1 refrain from applying or enforcing any other moneys, security or rights held or received by the Bondholders (or any trustee or agent on their behalf) in respect of those amounts; or

2.11.2 apply and enforce them in such manner and order as they see fit (whether against those amounts or otherwise); and

2.11.3 hold in an interest-bearing suspense account any moneys received from the Subsidiary Guarantors or on account of the Subsidiary Guarantors’ liability under this Guarantee.

2.12 Incorporation of Terms: Each Subsidiary Guarantor agrees that it will comply with and be bound by all such provisions contained in the Conditions which relate to it.

3 Payments

3.1 Payments Free of Taxes: All payments by or on behalf of the Subsidiary Guarantors under or in respect of this Guarantee shall be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (the “Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of the British Virgin Islands, Hong Kong or any authority in the British Virgin Islands or Hong Kong having power to tax (each a “Relevant Jurisdiction”), unless withholding or deduction of such taxes, duties assessments or governmental charges is compelled by law. In such event, the Subsidiary Guarantors shall pay such additional amounts as will result in the receipt by the Bondholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts should be payable in relation to any payment in respect of any Bond presented for payment by or on behalf of a holder who is liable for the Taxes in respect of the Bond by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Bond. References in this Deed to principal, premium (if any) and interest (if any) shall be deemed also to refer to any additional amounts which may be payable under this Clause 3.1.

3.2 Stamp Duties: Each Subsidiary Guarantor covenants to and agrees with the Bondholders that it shall pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax payable in the British Virgin Islands or Hong Kong, as the case may be, or in the country of any currency in which the Bonds may be denominated or amounts may be payable in respect of the Bonds or any political subdivision or taxing authority thereof or therein in connection with the entry into, performance, enforcement or admissibility in evidence of this Deed and/or any amendment of, supplement to or waiver in respect of this Deed, and shall indemnify each of the Bondholders, on an after tax basis, against any liability with respect to or resulting from any delay in paying or omission to pay any such tax.

4

4 Representations

4.1 Representations: Each Subsidiary Guarantor represents, warrants and undertakes to the Bondholders that:

4.1.1 Incorporation:

(i) it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(ii) it is in compliance with all laws and regulations to which it is subject;

(iii) it is not in liquidation or receivership;

(iv) it has full power and authority to own its properties and to conduct its business;

(v) it is lawfully qualified to do business in those jurisdictions in which business is conducted by it; and

(vi) it has full power and authority to enter into and perform its obligations under this Deed.

4.1.2 Validity, Authorisation and Enforcement of this Deed:

(i) it has duly authorised, executed and delivered this Deed; and

(ii) the obligations contained in this Deed constitute valid and legally binding obligations on it, and such obligations are enforceable against it in accordance with the terms hereof.

4.1.3 Acting as principal: it is acting as principal and for its own account and not as agent or trustee or in any other capacity on behalf of any third party;

4.1.4 Authorisations: all authorisations required in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Deed have been obtained or effected (as appropriate) and are in full force and effect;

4.1.5 Taxes on payments: all amounts payable by it under this Deed may be made free and clear of and without deduction for or on account of any tax;

4.1.6 Stamp duties: no stamp or registration duty or similar taxes or charges are payable in respect of this Deed;

4.1.7 Non-conflict: the entry into and performance by it of, and the transactions contemplated by, this Deed do not conflict with any law or regulation or judicial or official order applicable to it or conflict with any document which is binding upon it or any of its assets; and

4.1.8 Litigation: no litigation, arbitration or administrative proceedings affecting it are current or, to its knowledge, pending or threatened, which might reasonably be expected to, if adversely determined, have a material adverse effect.

4.2 Times for making representations

4.2.1 The representations set out in this Deed are made by each Subsidiary Guarantor on the date of this Deed.

4.2.2 Unless a representation is expressed to be given at a specific date, each representation under this Deed is deemed to be repeated by each Subsidiary

5

Guarantor on each date after the date of this Deed until all of the Subsidiary Guarantors’ obligations under this Guarantee are unconditionally and irrevocably paid and discharged in full.

4.2.3 When a representation is repeated, it is applied to the circumstances existing at the time of repetition.

5 Covenants of the Subsidiary Guarantors

5.1 Information Covenants: Each Subsidiary Guarantor agrees to supply to the Bondholders (or any agent on their behalf):

5.1.1 copies of all documents despatched by it to its creditors generally or any class of them at the same time as they are despatched;

5.1.2 promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending and which have or might, if adversely determined, have a material adverse effect; and

5.1.3 promptly on request, such further information regarding its financial condition as the Bondholders may reasonably request.

5.2 General Covenants: Each Subsidiary Guarantor undertakes to comply with the following covenants:

5.2.1 Authorisations: it must promptly obtain, maintain and comply with the terms of any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, this Deed;

5.2.2 Compliance with laws: it must comply in all respects with all laws to which it is subject where failure to do so has or is reasonably likely to have a material adverse effect; and

5.2.3 Pari passu ranking: it must ensure that its payment obligations under this Deed rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to individual generally.

6 Amendments to this Deed and Assignment by the Subsidiary Guarantors

6.1 Amendments: The Subsidiary Guarantors may not amend, vary, terminate or suspend this Guarantee or their obligations hereunder unless such amendment, variation, termination or suspension shall have been approved by the Majority Bondholders (as defined in the Conditions), save that nothing in this Clause shall prevent the Subsidiary Guarantors from increasing or extending their obligations hereunder by way of supplement to this Guarantee at any time.

6.2 Assignment by the Subsidiary Guarantors: No Subsidiary Guarantor may assign or transfer any of its rights and obligations under this Deed without the prior consent of the Majority Bondholders.

6

7 Release of Guarantee

The Subsidiary Guarantors may be released from this Guarantee on the occurrence of the following events:

(a) upon repayment of the Bonds and final and irrevocable discharge and performance of all obligations under the Transaction Documents in full as notified to the Security Agent by the Majority Bondholders in writing; or

(b) upon approval by a resolution of the Majority Bondholders.

8 Severability

If a term of this Deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of this Deed; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other term of this Deed.

9 General

9.1 Benefit: This Guarantee shall enure for the benefit of the Bondholders.

9.2 Deposit of Guarantee: The Subsidiary Guarantors shall deposit this Guarantee with or to the order of the initial Bondholder as at the Issue Date, to be held by or to the order of such initial Bondholder until all the obligations of the Subsidiary Guarantors have been discharged in full. Each Subsidiary Guarantor acknowledges the right of any Bondholder to the production of, and to obtain a copy of, this Guarantee.

9.3 Notices: Any communication in connection with this Deed must be in English and in writing and, unless otherwise stated, may be given in person, by post or fax. Unless it is agreed to the contrary, any consent or agreement required under this Deed must be given in writing.

The contact details of the Subsidiary Guarantors for this purpose are:

c/o China Metro-Rural Exchange Limited

Address:	Suite 2204, Sun Life Tower
	The Gateway, 15 Canton Road
	Tsim Sha Tsui, Kowloon
	Hong Kong
Fax number:	+852 2111 1890
Attention:	Ms Chris Fan

10 Governing Law and Jurisdiction

10.1 Governing Law: This Deed shall be governed by and shall be construed in accordance with Hong Kong law.

10.2 Jurisdiction: The courts of Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Guarantee and accordingly any legal action or proceedings arising out of or in connection with this Deed or the Guarantee (“Proceedings”) may be brought in such courts. Each Subsidiary Guarantor irrevocably submits, to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been

7

brought in an inconvenient forum. This submission is made for the benefit of the Bondholders and shall not limit the right of the Bondholders to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

10.3 Agent for Service of Process: Each Subsidiary Guarantor agrees, that the process by which any legal proceedings in Hong Kong are begun may be served on it by being delivered to the following address in Hong Kong:

China Metro-Rural Exchange Limited

Suite 2204, Sun Life Tower

The Gateway, 15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

If any of the Subsidiary Guarantors ceases to have an agent to accept service of process in Hong Kong, that Subsidiary Guarantor shall forthwith appoint a further agent in Hong Kong to accept service of process on its behalf in Hong Kong and notify the Bondholders of such appointment, and, failing such appointment within fifteen days, any Bondholder shall be entitled to appoint such a person by notice to the Subsidiary Guarantor and the other Bondholders (at such Subsidiary Guarantor’s expense). Nothing in this Clause 9.3 shall affect the right to serve process in any other manner permitted by law.

8

SCHEDULE 1

Form of Supplemental Deed of Guarantee

Dated [—]

SUPPLEMENTAL DEED OF GUARANTEE

relating to

US$60,000,000

14 per cent. Guaranteed Secured Convertible Bonds due 2017

convertible into the ordinary shares of

China Metro-Rural Holdings Limited

10th Floor, Alexandra House

Chater Road

Hong Kong

Telephone (852) 2842 4888

Facsimile (852) 2810 8133/2810 1695

9

This Supplemental Deed of Guarantee is made on [—] by [INSERT] (the “New Subsidiary Guarantor”) in favour of the Bondholders.

Whereas:

(A) China Metro-Rural Holdings Limited (the “Issuer”) has issued US$60,000,000 principal amount of Bonds known as its 14 per cent. Guaranteed Secured Convertible Bonds due 2017 (the “Bonds”) convertible into the ordinary shares of the Issuer which are guaranteed by the Subsidiary Guarantors (as defined in the Deed of Guarantee).

(B) Pursuant to the Deed of Guarantee dated [—] (the “Deed of Guarantee”), the Subsidiary Guarantors have agreed to guarantee (i) the payment of all sums expressed to be payable from time to time by the Issuer pursuant to the terms and conditions of the Bonds to the holders from time to time of any Bonds (the “Bondholders”) issued by it and (ii) the punctual performance by the Issuer of all the obligations of the Issuer under the Bonds (the “Guarantee”).

(C) The New Subsidiary Guarantor agrees to jointly and severally with the existing Subsidiary Guarantors provide the Guarantee pursuant to this Supplemental Deed of Guarantee.

This Supplemental Deed of Guarantee witnesses and it is declared as follows:

1 Interpretation

Except as provided herein, all words and expressions defined in the Deed of Guarantee shall have the same meanings when used in this Supplemental Deed of Guarantee.

2 Agreement of New Subsidiary Guarantor

The New Subsidiary Guarantor, by its execution of this Supplemental Deed of Guarantee, agrees from the date hereof to be a Subsidiary Guarantor under the Deed of Guarantee and the Conditions and to be bound by the terms of the Deed of Guarantee and the Conditions applicable to Subsidiary Guarantors.

3 Confirmation of Deed of Guarantee

This Supplemental Deed of Guarantee is supplemental to the Deed of Guarantee and the Deed of Guarantee shall henceforth be read and construed as one instrument with this Supplemental Deed of Guarantee.

4 Governing Law

This Supplemental Deed of Guarantee shall be governed by and shall be construed in accordance with Hong Kong law.

10

In witness whereof the New Subsidiary Guarantor has caused this deed to be duly delivered as a deed on the date stated at the beginning.

Executed as a deed by

[INSERT NEW SUBSIDIARY GUARANTOR]

In witness whereof the Subsidiary Guarantors have caused this deed to be duly delivered as a deed on the date stated at the beginning.

SIGNED, SEALED and DELIVERED	)
as a DEED by	)
M.S. ELECTRONIC EMPORIUM LIMITED	)
	)
	)
SIGNED, SEALED and DELIVERED	)
as a DEED by	)
CHINA METRO-RURAL LIMITED	)
	)
	)
SIGNED, SEALED and DELIVERED	)
as a DEED by	)
CHINA METRO-RURAL EXCHANGE LIMITED	)
	)
	)
SIGNED, SEALED and DELIVERED	)
as a DEED by	)
CHINA METRO-RURAL DEVELOPMENT LIMITED	)
	)
	)
SIGNED, SEALED and DELIVERED	)
as a DEED by	)
CHINA FOCUS CITY (H.K.) HOLDINGS LIMITED	)
	)
	)

EX-99.7

Exhibit 99.7

Dated 24 July 2012

MR. CHENG CHUNG HING

and

MR. LEUNG MOON LAM

and

WILLIS PLUS LIMITED

and

PA UNIVERSAL OPPORTUNITY VII LIMITED

SUBSCRIPTION AND INVESTOR’S RIGHTS AGREEMENT

relating to

US$60 million secured bonds due 2017

10th Floor, Alexandra House

Chater Road

Hong Kong

Telephone (852) 2842 4888

Facsimile (852) 2810 8133/2810 1695

Ref L-202213

Contents

Clause Heading		Page
1	Issue and Subscription		2
2	Security		3
3	Representations, Warranties and Indemnity		3
4	Undertakings of the Issuer and the Major Shareholders		23
5	Conditions Precedent		24
6	Closing		26
7	Expenses and Payments		27
8	Termination		28
9	Survival of Representations and Obligations		29
10	Communications		29
11	Assignment		31
12	Entire Agreement		31
13	Currency Indemnity		31
14	Confidentiality		32
15	Governing Law and Jurisdiction		34
16	Variation		35
17	Counterparts		35
SCHEDULE 1 FORM OF OFFICER’S CERTIFICATE			38
SCHEDULE 2 TERMS AND CONDITIONS			40
SCHEDULE 3 MAJOR SHAREHOLDER GUARANTEE			41
SCHEDULE 4 DEED OF UNDERTAKINGS			42

i

This Agreement is made on 24 July 2012 between:

1 MR. CHENG CHUNG HING, a natural person whose Hong Kong Identification Number is G297436(2) and whose address is Flat B, 20/F Mayfair, 1 May Road, Mid-levels, Hong Kong (“Mr. Cheng”);

2 MR. LEUNG MOON LAM, a natural person whose Hong Kong Identification Number is D150200(0) and whose address is 5/F, 28 Hung To Road, Kwun Tong, New Territories, Hong Kong (“Mr. Leung”; and together with Mr. Cheng, the “Major Shareholders”);

3 WILLIS PLUS LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands, whose registered office is at Quastisky Building, P.O. Box 4389, Road Town, Tortola, British Virgin Islands (the “Issuer”); and

4 PA UNIVERSAL OPPORTUNITY VII LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands, whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands (the “Investor”).

Whereas:

(A) The Major Shareholders, the Issuer and the Investor wish to record the arrangements agreed between them in relation to an issue by the Issuer of 60,000,000 United States dollars (“US$” or “US Dollars”) in aggregate principal amount of secured bonds due 2017 guaranteed by the Major Shareholders (the “Bonds”).

(B) The proceeds of the Bonds will be used by the Issuer to purchase convertible bonds due 2017 (the “Convertible Bonds”) issued by China Metro-Rural Holdings Limited (“CNR”). CNR will also issue to the Issuer 6,000,000 warrants (the “Warrants”) exercisable, into fully paid ordinary shares of US$0.001 each of CNR (the “Shares”). The Shares are, or will be at the time of conversion of the Convertible Bonds and exercise of the Warrants, listed on the NYSE MKT LLC (formerly known as NYSE Amex LLC) (“NYSE MKT”) under the symbol of “CNR”.

(C) The Convertible Bonds will be convertible into Shares (the “Conversion Shares”) at an initial conversion price of US$1.0811 per Share, and the Warrants will be exercisable into Shares (the “Exercise Shares”) at an initial exercise price of US$1.2973 per Share.

The Major Shareholders, the Issuer and the Investor are collectively referred to herein as the “Parties” and each individually as, a “Party”.

References to: (i) a contract or document in this Agreement is to that contract or document as amended, novated, supplemented, restated or replaced from time to time; (ii) any person shall include its successors in title, permitted assigns and permitted transferees; and (iii) any statute or statutory provision or stock exchange listing rules include: (a) that statute or provision or listing rules as from time to time modified, re-enacted or consolidated whether before or after the date of this agreement; (b) any past statute or statutory provision or listing rules (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and (c) any subordinate legislation made from time to time under that statute or statutory provision.

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1 Issue and Subscription

1.1 Agreement to Issue Bonds: the Issuer agrees to issue the Bonds to the Investor and/or any of its Affiliates nominated by it in writing in the aggregate principal amount of US$60,000,000 on 15 August 2012, or such later date as the Issuer and the Investor may agree (the “Closing Date”) for completion of the subscription in accordance with Clause 6 (“Closing”). The Bonds will be subscribed at a price equal to 100% of the principal amount of the Bonds. For the purposes of this Agreement, (a) “Affiliate” means, (x) with respect to any party, any company which is a subsidiary, or a holding company of that party, or any subsidiary of any such holding company, or which it directly or indirectly Controls, is Controlled by or under direct or indirect Control with such party or company; and (y) with respect to the Investor only, those persons referred to in (x) above together with any fund or person advised or managed by Pacific Alliance Investment Management Limited (or its successor) or Pacific Alliance Investment Management (HK) Limited (or its successor) and (b) “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the operations and management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlled” and “Controls” shall be construed accordingly.

1.2 Subscription: subject to the satisfaction (or waiver) of the conditions set forth in Clause 5, the Investor agrees to, on the Closing Date, subscribe and pay for, or procure to be subscribed and paid for, the Bonds, in accordance with the provisions of this Agreement.

1.3 Transaction Documents and Contracts:

1.3.1 The Major Shareholders, the Issuer and the Investor shall enter into this Agreement in respect of the Bonds.

1.3.2 Upon Closing:

(i) the terms and conditions of the Bonds shall be substantially in the form set out in Schedule 2 (the “Terms and Conditions”);

(ii) the Major Shareholders shall enter into a deed of guarantee with the Investor in substantially the form set out in Schedule 3 (the “Major Shareholder Guarantee”);

(iii) the Major Shareholders, the Issuer and the Investor shall enter into a deed of undertakings in substantially the form set out in Schedule 4 (the “Deed of Undertakings”);

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(iv) the Major Shareholders, Kind Far International Limited, Zagat International Limited and Kind United Holdings Limited shall enter into the charges in a form reasonably satisfactory to the Parties over 50.10%, 61.15%, 53.85% and 26.56% of the issued share capital of Kind Far International Limited, Zagat International Limited, Kind United Holdings Limited and CNR respectively, beneficially held by the Major Shareholders (the “Share Charges”); and

(v) the Issuer shall enter into:

(a) a pledge over all of the Convertible Bonds, the Warrants and any Shares received on conversion or exercise of the Convertible Bonds or Warrants, respectively in a form reasonably satisfactory to the Parties (the “Pledge”);

(b) an assignment in favour of the Investor of the Issuer’s right, title and interest in all collateral provided to it in relation to the Convertible Bonds and Warrants in a form reasonably satisfactory to the Parties (the “Assignment”); and

(c) an account charge over the Issuer’s bank account in a form reasonably satisfactory to the Parties (the “Account Charge”) and together with the Share Charges, the Pledge and the Assignment, the “Security Documents”.

This Agreement, the Terms and Conditions, the Security Documents, the Major Shareholder Guarantee, the Deed of Undertakings and each of the other agreements entered into by the Parties in connection with the transactions contemplated by this Agreement are together referred to as the “Contracts”. The Contracts and the Bonds are together referred to as the “Transaction Documents”.

2 Security

The obligations of the Issuer and the Major Shareholders under the Transaction Documents shall be secured in accordance with, and subject to, the terms of the Security Documents.

3 Representations, Warranties and Indemnity

3.1 Issuer and Major Shareholders representations and warranties: The Major Shareholders and the Issuer represent, warrant and undertake to the Investor that:

3.1.1 Incorporation: the Issuer is a company duly incorporated and validly existing under the laws of the British Virgin Islands, is in compliance with all laws and regulations to which it is subject, is not in liquidation or receivership, has full power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party;

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3.1.2 Validity, Authorisation and Enforcement of Contracts: the Contracts to which it is a party have been duly authorised, executed and delivered by the Issuer and constitute valid and legally binding obligations of the Issuer and are enforceable against the Issuer in accordance with their respective terms;

3.1.3 Validity of the Bonds: the Bonds have been duly authorised by the Issuer and, when delivered on the Closing Date in accordance with the Transaction Documents, the Bonds will be duly executed, authenticated and delivered, and constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms;

3.1.4 Status of the Bonds: the Bonds will constitute direct, secured, unconditional and unsubordinated obligations of the Issuer and will at all times rank at least pari passu with all other present and future unsecured obligations of the Issuer other than those preferred by statute or applicable law;

3.1.5 Beneficial Ownership of the Issuer: the Major Shareholders together hold 100 per cent. of the shares in and beneficial ownership of the Issuer;

3.1.6 Issuer’s Activities: the Issuer has been specifically incorporated for the purposes of this transaction and has not conducted any business activities other than in connection with the issue of the Bonds and the acquisition of the Convertible Bonds and Warrants;

3.1.7 Consents: no consent, clearance, approval, authorisation, order, registration or qualification of or with any court, governmental agency or regulatory or self-regulatory body having jurisdiction over the Major Shareholders or the Issuer is required and no other action or thing is required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the execution and delivery by each of the Major Shareholders and the Issuer of the Contracts to which it is party, the issue, sale and delivery of the Bonds or the carrying out of the other transactions contemplated by the Transaction Documents;

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3.1.8 Compliance: the execution, delivery and performance of the Contracts, the issue and delivery of the Bonds, the carrying out of the other transactions contemplated by the Transaction Documents and the compliance by the Issuer with the Terms and Conditions do not and will not:

(i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default (nor has any event occurred which, with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement would result in a default by the Issuer) under, (a) the documents constituting the Issuer, or (b) any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Major Shareholders or the Issuer is a party or by which any of their respective assets are bound (collectively, the “Existing Obligations”); or

(ii) infringe any existing applicable law, rule, regulation (including foreign, federal and state securities laws and regulations), judgment, order, authorisation or decree of any government, governmental or regulatory body or court, domestic or foreign, having jurisdiction over the Major Shareholders or the Issuer or any of their respective assets;

3.1.9 Taxes/Duties: no tax or duty (including any stamp or issuance or transfer tax or duty, any service tax and any tax or duty on capital gains or income, whether chargeable on a withholding basis or otherwise) is assessable or payable in, and no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature is imposed or made for or on account of any income, registration, transfer, service or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the United States, the British Virgin Islands or Hong Kong or any other relevant jurisdiction or by any sub-division of or authority therein or thereof having power to tax, in connection with the creation, issue or offering of the Bonds or the execution or delivery of the Contracts, or the performance of the obligations hereunder or thereunder;

3.1.10  Events of Default: no event has occurred or circumstance arisen which, had the Bonds already been issued, could reasonably be expected to (whether or not with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement) constitute an event described under “Events of Default” in the Terms and Conditions; and

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3.1.11  No Registration Required: The offer and issuance by the Issuer of the Bonds in the manner contemplated by this Agreement is being made pursuant to Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”) and is therefore exempt from registration under the Securities Act.

3.2 CNR representations and warranties: The Major Shareholders represent, warrant and undertake to the Investor that:

3.2.1 Incorporation: (i) each of CNR and each of its subsidiaries (collectively, the “Group”, and each, a “Group Company”) is a company duly incorporated or established and validly existing under the laws of its jurisdiction of incorporation, is in compliance with all laws and regulations to which it is subject, is not in liquidation or receivership, has full power and authority to own its properties and to conduct its business and is lawfully qualified to do business in those jurisdictions in which business is conducted by it and (ii) each of CNR and each Subsidiary Guarantor (as defined in the CNR Subscription Agreement) has full power and authority to enter into and perform its obligations under the CNR Transaction Documents;

In this Agreement, “CNR Contracts” has the meaning given to “Contracts” in the subscription agreement entered into between CNR and the Issuer dated the date of this Agreement (the “CNR Subscription Agreement”) and “CNR Transaction Documents” has the meaning given to “Transaction Documents” in the CNR Subscription Agreement.

3.2.2 Validity, Authorisation and Enforcement of CNR Contracts: the CNR Contracts have been duly authorised, executed and delivered by each of CNR and the Subsidiary Guarantors to which it is party and constitute valid and legally binding obligations of CNR and Subsidiary Guarantors, respectively, and enforceable against CNR and each Subsidiary Guarantor in accordance with their respective terms;

3.2.3 Validity of the Convertible Bonds and the Warrants: the Convertible Bonds and the Warrants have been duly authorised by CNR and, when delivered on the Closing Date in accordance with the CNR Transaction Documents, the Convertible Bonds and the Warrants will be duly executed, authenticated and delivered, and constitute valid and legally binding obligations of CNR, enforceable against CNR in accordance with its terms;

3.2.4 Status of the Convertible Bonds: the Convertible Bonds will constitute direct, secured, unconditional and unsubordinated obligations of CNR and will at all times rank at least pari passu with all other present and future unsecured obligations of CNR other than those preferred by statute or applicable law;

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3.2.5 Authorised Share Capital: CNR has, or prior to the Closing Date will have, sufficient authorised but unissued share capital to satisfy (a) the issue of such number of Conversion Shares as would be required to be issued on conversion of all the Convertible Bonds at the initial conversion price and (b) the issue of such number of Exercise Shares as would be required to be issued on exercise of all the Warrants at the initial exercise price. CNR shall maintain at all times sufficient authorised but unissued share capital to satisfy the issue of Conversion Shares at the prevailing conversion price of the Convertible Bonds and Exercise Shares at the prevailing exercise price of the Warrants;

3.2.6 Conversion Shares and Exercise Shares: the Conversion Shares and the Exercise Shares, when allotted, issued and delivered in the manner contemplated by the Convertible Bonds and the Warrants respectively (and in the case of the Exercise Shares, upon receipt by the Issuer of the exercise price called for in the Warrants):

(i) will be duly and validly issued, fully-paid and non-assessable;

(ii) will rank pari passu and carry the same rights and privileges in all respects as any other class of the ordinary share capital of CNR and shall be entitled to all dividends and other distributions declared, paid or made thereon;

(iii) subject to any restriction under the US securities laws, will be freely transferable, free and clear of all liens, charges, encumbrances, security interests or claims of third parties and will not be subject to calls for further funds; and

(iv) subject to registration pursuant to the Registration Rights Agreement, duly listed, and admitted to trading, on the NYSE MKT;

3.2.7 Pre-emptive Rights and Options:

(i) the issue of the Convertible Bonds, the Warrants, the Conversion Shares and the Exercise Shares will not be subject to any pre-emptive or similar rights;

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(ii) except for the unexercised warrants issued on 11 May 2011 by CNR to the public where a Form F-3 has been filed and to Zhong Ying on 16 August 2011 which issue was made pursuant to Regulation S under the Securities Act:

(a) there are no outstanding securities issued by CNR or any other Group Company convertible into or exchangeable for, or warrants, rights or options, or agreements to grant warrants, rights or options, to purchase or to subscribe for, shares of CNR or any other Group Company;

(b) save for the employee stock option scheme as approved by CNR, there are no other or similar arrangements approved by the board of directors of CNR or any other Group Company or a general meeting of shareholders of CNR or any other Group Company providing for the issue or purchase of, or subscription for, Shares or securities issued by CNR or any other Group Company convertible into or exchangeable for, or warrants, rights or options, or agreements to grant warrants, rights or options, to purchase or to subscribe for, shares of CNR or any other Group Company; and

(c) no unissued share capital of CNR or any other Group Company is under option or agreed conditionally or unconditionally to be put under option;

3.2.8 Restrictions: there are no restrictions on transfers of the Convertible Bonds or the Warrants or the voting or transfer of any of the Shares (including Conversion Shares and Exercise Shares) or payments of dividends with respect to the Shares (including Conversion Shares and Exercise Shares) pursuant to CNR’s constitutional documents, or pursuant to any agreement or other instrument to which CNR is a party or by which it may be bound;

3.2.9 Capitalisation: all the outstanding shares, capital stock and other equity interests of CNR and each other Group Company have been duly and validly authorised and issued, are fully paid and non-assessable, and were issued in compliance with applicable laws; all such shares, capital stock and equity interests of the other Group Companies are owned directly or indirectly by CNR, free and clear of all liens, charges, encumbrances, security interests, claims of any third party, restrictions on transfer or restrictions on voting; and all such shares, capital stock and equity interests of CNR were issued in accordance with the registration or qualification provisions of the Securities Act and any relevant blue sky laws of the United States or pursuant to valid exemptions therefrom and were issued in compliance with other applicable laws;

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3.2.10  Laws and Listing Rules: each of CNR and the other Group Companies, and their respective directors and officers is in compliance with and will comply with all applicable laws (including, but not limited to, federal and state securities laws) and the applicable rules and regulations of the NYSE MKT (the “Listing Rules”) and CNR will comply with all applicable laws and the applicable requirements of the Listing Rules in connection with the issue, offering and sale of the Convertible Bonds and the Warrants and the issue of the Conversion Shares and the Exercise Shares except where breach of this provision would not have a Material Adverse Effect (as defined in Clause 3.2.19 below);

3.2.11  Consents: subject to the relief from shareholders approval to be obtained from the NYSE MKT under the AMEX Company Guide, no consent, clearance, approval, authorisation, order, registration or qualification of or with any court, governmental agency or regulatory or self-regulatory body having jurisdiction over CNR is required and no other action or thing is required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the execution and delivery by each of CNR and the Subsidiary Guarantors of the CNR Contracts to which it is party, the issue, sale and delivery of the Convertible Bonds or the Warrants, the issue of the Conversion Shares or the Exercise Shares to the Investor, the carrying out of the other transactions contemplated by the CNR Transaction Documents, the Convertible Bonds or the Warrants, or the compliance by CNR with the Terms and Conditions or the terms of the Warrant Instrument, except for (a) all of those which have been, or will prior to the Closing Date be, obtained and are, or will on the Closing Date be, in full force and effect, (b) the filing with the U.S. Securities and Exchange Commission (the “SEC”) of one or more registration statements in accordance with the requirements of the Registration Rights Agreement, (c) the filing, as applicable, with the Financial Industry Regulatory Authority in connection with the such registration statement, (d) the filing of a listing application for the Conversion Shares and the Exercise Shares, as may apply, with the NYSE MKT, which shall be done pursuant to the rules and regulations of NYSE MKT; and (e) such filings as may be required under blue sky or state securities laws. To the best knowledge, information and belief of CNR (after due inquiry), CNR is unaware of any facts or circumstances that might prevent CNR from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. CNR is not in violation of the listing requirements of the NYSE MKT and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Shares in the foreseeable future. The issuance by CNR of the Conversion Shares and the Exercise Shares shall not have the effect of delisting or suspending the Shares from the NYSE MKT;

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3.2.12  Compliance: the execution, delivery and performance of the CNR Contracts, the issue and delivery of the Convertible Bonds and the Warrants, the issue of the Conversion Shares and the Exercise Shares, the carrying out of the other transactions contemplated by the CNR Transaction Documents and the compliance by CNR with the Terms and Conditions and the terms of the Warrant Instrument do not and will not:

(i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default (nor has any event occurred which, with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement would result in a default by CNR or any other Group Company under, (a) the documents constituting CNR or the Subsidiary Guarantors, or (b) any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which CNR or any other Group Company is a party or by which any of their respective assets are bound (collectively, the “Existing Obligations”) which, in the case of (b) only, has had or reasonably could be expected to have a Material Adverse Effect; or

(ii) infringe any existing applicable law, rule, regulation (including foreign, federal and state securities laws and regulations), judgment, order, authorisation or decree of any government, governmental or regulatory body or court, domestic or foreign, having jurisdiction over CNR or any other Group Company or any of their respective assets; or

(iii) infringe the rules and regulations of any stock exchange on which securities of CNR are listed;

3.2.13  Constitution: the copy of CNR’s memorandum and articles of association (“Constitution”) attached to the Form 20-F filed with the SEC on 16 July 2012 is a true, accurate and up-to-date copy of the original, which has been validly adopted in accordance with the laws of the British Virgin Islands;

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3.2.14  Financial Statements:

During the three (3) years prior to the date hereof, CNR has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). CNR has delivered to the Investor or its representatives true, correct and complete copies of the SEC Documents not available on the EDGAR system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of CNR included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”), during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of CNR as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments);

Except as disclosed in the SEC Documents, neither CNR nor any of the Group Companies has, since 31 March 2012, (a) entered into any transactions, (b) entered into or assumed any contract, (c) incurred, assumed or acquired any liability (including contingent liability) or other obligation, (d) acquired or disposed of, or agreed to acquire or dispose of, any business or any other asset, (e) cancelled, waived, released or discounted in whole or in part any debts or claims, or (f) taken on or become subject to any contingent liability, in each case, which were not in the ordinary course of business. Since 31 March 2012, there has not been any event or condition of any type that has had or reasonably could be expected to have a Material Adverse Effect;

3.2.15  Internal Accounting and Disclosure Controls: CNR and each other Group Company maintain a system of internal control and accounting controls sufficient to provide reasonable assurances that:

(i) transactions are executed in accordance with management’s general or specific authorisations and in compliance with applicable laws, rules and regulations (including without limitation the Listing Rules);

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(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability;

(iii) access to material assets is permitted only in accordance with management’s general or specific authorisation;

(iv) the recorded accountability for material assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and

(v) each of CNR and each other Group Company has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such entity and provide a sufficient basis for the preparation of CNR’s consolidated financial statements in accordance with IFRS.

CNR maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act) that are effective in ensuring that information required to be disclosed by CNR in the reports that it files or submits under the Exchange Act is recorded, processed, summarised and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed in to ensure that information required to be disclosed by CNR in the reports that it files or submits under the Exchange Act is accumulated and communicated to CNR’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure;

3.2.16  Contingent Liabilities: there are no outstanding guarantees or contingent payment obligations of CNR and each other Group Company in respect of indebtedness of third parties other than those disclosed in the financial statements referred to in Clause 3.2.14; CNR and each other Group Company is in compliance with all of its obligations under any outstanding guarantees or contingent payment obligations as disclosed in the financial statements referred to in Clause 3.2.14. There are no outstanding guarantees or contingent payment obligations that is required to be disclosed by CNR in its Exchange Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect;

3.2.17  Off-balance Sheet Arrangements: neither CNR nor any other Group Company has any off-balance sheet transactions which, individually or in the aggregate, would, or is likely to, have a Material Adverse Effect and neither CNR nor any other Group Company has any relationships with unconsolidated entities that are contractually

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limited to narrow activities that facilitate the transfer of or access to assets by CNR, or any other Group Company, such as structured finance entities and special purpose entities that could have a material adverse effect on the liquidity of CNR or any other Group Company or the availability thereof or the requirements of CNR or any other Group Company for capital resources. There is no transaction, arrangement, or other relationship between CNR and an unconsolidated or other off balance sheet entity that is required to be disclosed by CNR in its Exchange Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect;

3.2.18  Title: each of CNR and each other Group Company has good title to all real property, personal property and any other assets owned by it or any rights or interests thereto, in each case as is necessary to conduct the business now operated by it (“Assets”); and there are no charges, liens, encumbrances or other security interests or third party rights or interests, conditions, planning consents, orders, regulations, defects or other restrictions affecting any of such Assets which could have a material adverse effect on the value of such Assets, or limit, restrict or otherwise have a material adverse effect on the ability of CNR or any other relevant Group Company to utilise or develop any such Assets and, where any such Assets are held under lease, each lease is a legal, valid, subsisting and enforceable lease;

3.2.19  Approvals:

(i) save for the listing approval of the Shares to be issued on conversion of the Convertible Bonds and the exercise of the Warrants, the Issuer, CNR and each other Group Company possess all certificates, authorisations, licences, orders, consents, approvals and permits (“Approvals”) issued by, and has made all declarations and filings with, all appropriate national, state, local and other governmental and regulatory or self-regulatory agencies and bodies, all exchanges and all courts and other tribunals, domestic and foreign, necessary to own or lease, as the case may be, and to operate its assets and to conduct the business now operated by them;

(ii) CNR and each other Group Company are in compliance with the terms and conditions of all such Approvals;

(iii) all of such Approvals are valid and in full force and effect; and

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(iv) neither CNR nor any other Group Company has received any notice of proceedings relating to the revocation or modification of any such Approvals or is otherwise aware that any such revocation or modification is contemplated or threatened,

except for any non-possession, non-compliance, invalidity, revocation, modification or proceedings (that if determined adversely to CNR or any other Group Company) would not individually or in the aggregate (a) have a material adverse effect on the condition (financial or otherwise), prospects, results of operations, general affairs or assets of CNR or of any other Group Company taken as a whole, or (b) materially and adversely affect the ability of CNR or any Subsidiary Guarantor to perform any of their obligations under the Transaction Documents (a “Material Adverse Effect”);

3.2.20  No Suspension: during the three (3) years prior to the date hereof, (i) the Shares have been listed on the NYSE MKT, (ii) trading in the Shares has not been suspended by the SEC or the NYSE MKT since the listing on the NYSE MKT and (iii) CNR has received no communication, written or oral, from the SEC or the NYSE MKT regarding the suspension or delisting of the Shares from the NYSE MKT;

3.2.21  Taxes and Assessments:

(i) all returns, reports and filings which ought to have been made by or in respect of CNR and each other Group Company for taxation purposes have been made and all such returns, reports and filings are correct in all material respects and on a proper basis and are not the subject of any dispute with the relevant revenue or other appropriate authorities and to the best knowledge, information and belief of CNR (after due inquiry) do not reveal any circumstances likely to give rise to any such dispute and the provisions, charges, accruals and reserves included in the financial statements are sufficient to cover all taxation of CNR and each other Group Company existing in all accounting periods ended on or before the accounting reference date to which the financial statements relate whether payable then or at any time thereafter. No liability for tax which has not been provided for in the financial statements of CNR or any other Group Company has arisen or has been asserted by the tax authorities against CNR or any other Group Company which would have a Material Adverse Effect;

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(ii) CNR and each other Group Company have duly and in a timely manner paid all taxes that have become due, including, without limitation, all taxes reflected in the tax returns referred to in sub-Clause (i) above, or any assessment, proposed assessment, or notice, either formal or informal, received by the relevant Group Company except for any such taxes that are being contested in good faith and by appropriate proceedings or where the failure to file or make payment would not, individually or in the aggregate, have a Material Adverse Effect;

3.2.22  Taxes/Duties: no tax or duty (including any stamp or issuance or transfer tax or duty, any service tax and any tax or duty on capital gains or income, whether chargeable on a withholding basis or otherwise) is assessable or payable in, and no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature is imposed or made for or on account of any income, registration, transfer, service or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the United States, the British Virgin Islands or Hong Kong or any other relevant jurisdiction or by any sub-division of or authority therein or thereof having power to tax, in connection with the creation, issue or offering of the Convertible Bonds, the Conversion Shares, the Warrants or the Exercise Shares or the execution or delivery of the CNR Contracts, the Convertible Bonds or the Warrants or the performance of the obligations hereunder or thereunder (including, without limitation, issuance of the Conversion Shares and the Exercise Shares and payment of any bonus thereunder);

3.2.23  Litigation: there are no pending actions, suits or proceedings against or affecting CNR or any other Group Company or any of their respective assets, which if determined adversely to CNR or any other Group Company would individually or in the aggregate have a Material Adverse Effect and, to the best knowledge, information and belief of CNR (after due enquiry), no such actions, suits or proceedings are threatened or contemplated;

3.2.24  Investigation: to the best knowledge, information and belief of CNR (after due enquiry), there are no police, legal, governmental, NYSE MKT, regulatory or self-regulatory inquiry or investigations nor any pending actions, suits or proceedings against or affecting CNR or any other Group Company or any of their respective directors or officers

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(in their capacities as such), or assets, which, if determined adversely to CNR or any other Group Company or any of their respective directors, officers or assets, would individually or in the aggregate have a Material Adverse Effect, or which are otherwise material in the context of the issue of the Convertible Bonds and the Warrants and no such investigations, actions, suits or proceedings are threatened or contemplated;

3.2.25  Environmental laws: CNR and each other Group Company (i) has received, is in compliance with and will comply with all necessary permits, licences or other approvals required of it under applicable Environmental Laws to conduct its businesses and (ii) has not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required permits, licences or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect.

For the purpose of this Clause 3.2.25, “Environmental Laws” means any and all supra-national, national, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licences, agreements or other governmental restrictions relating to the protection of the environment (including, without limitation, human, animal and plant life, ambient air, surface water, ground water, or land), the protection of property and proprietary rights or for the compensation of harm to the environment whether by clean-up, remediation, containment or other treatment or the payment of monies to any competent authority.

In the ordinary and usual course of its business CNR and each other Group Company periodically reviews the effect of Environmental Laws on its business, operations and properties, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, licence or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, CNR has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.

3.2.26  Insurance: CNR and each other Group Company have in place all insurance policies necessary for the conduct of their businesses as currently operated and for compliance with all requirements of law, such policies are in full force and effect, and all premiums with respect thereto have been paid, and no notice of cancellation or termination has been received with respect to any such policy, and CNR and each other Group Company have complied in all material respects with the terms and conditions of such policies, except where breach of this provision would not have a Material Adverse Effect;

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3.2.27  Intellectual Property: CNR and each other Group Company own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licences, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them in each country in which they operate, and neither CNR nor any other Group Company has received any notice or, to the best knowledge, information and belief of CNR (after due enquiry), is otherwise aware of any infringement of or conflict in any jurisdiction with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of CNR or any other Group Company therein, and which infringement or conflict (if the subject of any unfavourable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, would have a Material Adverse Effect;

3.2.28  Related Party Transactions: neither CNR nor any other Group Company is engaged in any transactions with any related party on terms that are less favourable to CNR or the other relevant Group Company than those available from other parties on an arm’s-length basis and such transactions as described in the audited consolidated financial statements of CNR are true, complete and accurate and not misleading in any material respect. All related party transactions, as defined in Regulation S-K under the Exchange Act, required to be disclosed in the Form 20-F filed with the SEC on 16 July 2012 have been so disclosed. All related party transactions have been negotiated in good faith and on an arm’s length basis;

3.2.29  Events of Default: no event has occurred or circumstance arisen which, had the Convertible Bonds or the Warrants already been issued, could reasonably be expected to (whether or not with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement): (i) constitute an event described under “Events of Default” in the Terms and Conditions; or (ii) require an adjustment of the initial conversion price of the Convertible Bonds or the initial exercise price of the Warrants;

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3.2.30  Labour Disputes: no material labour dispute with the employees of CNR or any other Group Company exists or, to the best knowledge, information and belief of CNR (after due inquiry), is imminent. To the best knowledge, information and belief of CNR (after due inquiry), CNR is not aware of any existing or labour disturbance by the employees of any of the Group Company’s principal suppliers, manufacturers or contractors which could result in a Material Adverse Effect;

3.2.31  Information: all information supplied or disclosed in writing or orally by CNR, each other Group Company and their respective representatives to the Issuer or the Investor, its agents or professional advisers is in every material respect true and accurate and not misleading in any respect and all forecasts, opinions and estimates relating to CNR and each other Group Company so supplied or disclosed have been made after due, careful and proper consideration, are based on reasonable assumptions and represent reasonable and fair expectations honestly held based on facts known to such persons (or any of them); there has been no development or occurrence relating to the financial or business condition or prospects of CNR or any other Group Company (including, without limitation, with respect to any corporate event, acquisition, disposal or related matter) which is not in the public domain and which would reasonably be expected to be material to the Issuer or the Investor; and CNR has disclosed all information regarding the financial or business condition or prospects of the Group, which is relevant and material in relation to the Group, in the context of the issue or offering of the Convertible Bonds or the Warrants;

3.2.32  Anti-Money Laundering: the operations of CNR and each other Group Company are and have been conducted at all times in compliance with all applicable anti-money laundering laws, regulations, rules and guidelines in its jurisdiction of incorporation and in each other jurisdiction in which such entity, as the case may be, conducts business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving CNR or any other Group Company with respect to any of the Money Laundering Laws is pending or, to the best knowledge, information and belief of CNR (after due enquiry), threatened or contemplated;

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3.2.33  Foreign Corrupt Practices: neither CNR nor any other Group Company nor, any director, officer or to the best knowledge, information and belief of CNR (after due enquiry), any director, officer, agent, employee, Affiliate or other person acting on behalf of CNR or any other Group Company, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of:

(i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorisation of the payment of any money, or other property, gift, promise to give, or authorisation of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; or

(ii) any provision of equivalent laws of any other jurisdiction in which CNR or any other Group Company conducts its business or operations,

and, to the best knowledge, information and belief of CNR (after due enquiry), its Affiliates have conducted their businesses in compliance with the FCPA and such other equivalent laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

3.2.34  Sanctions administered by OFAC: neither CNR nor any other Group Company nor, to the best knowledge, information and belief of CNR (after due enquiry), any director, officer, agent, employee, Affiliate or other person acting on behalf of CNR or any other Group Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any sanctions administered by the European Union or the United Nations (collectively, the “Sanctions”) or located, organised or resident in a country or territory that is the subject of Sanctions;

3.2.35  Other Transactions: neither CNR nor any other Group Company are party to any other transaction which, if executed in accordance with its terms, has or would have a Material Adverse Effect;

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3.2.36  Use of Proceeds: the use by CNR or any other Group Company of the proceeds from the issue of the Convertible Bonds and the Warrants for general corporate purposes of CNR will not violate any existing laws or regulations of any relevant jurisdiction;

3.2.37  Manipulation of Price: CNR has not, and to the best of the Major Shareholders’ knowledge, information and belief (after due inquiry) no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilisation or manipulation of the price of any security of CNR to facilitate the sale or resale of any of the Convertible Bonds, Warrants, Conversion Shares or Exercise Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Convertible Bonds, the Warrants, the Conversion Shares or the Exercise Shares or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of CNR;

3.2.38  No General Solicitation: neither CNR, nor any of its Affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act (“Regulation D”)) in connection with the offer or sale of the Convertible Bonds, the Warrants, the Conversion Shares or the Exercise Shares;

3.2.39  No Integrated Offering: neither CNR, nor any of its Affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Convertible Bonds, the Warrants, the Conversion Shares or the Exercise Shares under the Securities Act or cause this issue of Convertible Bonds, the Warrants, the Conversion Shares and the Exercise Shares to be integrated with prior offerings by CNR for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of CNR are listed or designated. Neither CNR, nor any of its Affiliates, nor any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Convertible Bonds, the Warrants, the Conversion Shares and the Exercise Shares under the Securities Act or cause the issue of the Convertible Bonds, the Warrants, the Conversion Shares and the Exercise Shares to be integrated with other offerings;

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3.2.40  No Registration Required: the offer and issuance by CNR of the Convertible Bonds, Warrants, Conversion Shares or Exercise Shares, as applicable, to the Issuer in the manner contemplated by the CNR Subscription Agreement is exempt from registration under the Securities Act;

3.2.41  Investment Company Status: CNR is not, and upon consummation of the sale of the securities contemplated herein will not be, an “investment company”, a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the U.S. Investment Company Act of 1940, as amended;

3.2.42  U.S. Real Property Holding Corporation: CNR is not, has never been, and so long as any Convertible Bonds or Warrants remain outstanding, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the United States Internal Revenue Code of 1986, as amended, and CNR shall so certify upon the Investor’s request;

3.2.43  Compliance with the Sarbanes-Oxley Act of 2002: CNR is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as to CNR as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof; and

3.2.44  Form F-3 Eligibility: for so long as the Shares are listed on the NYSE MKT and except in the circumstances referred to in Condition 6(F)(1)(vii) of the terms and conditions of the Convertible Bonds, CNR is eligible to register the Conversion Shares and the Exercise Shares for resale by the Investor using Form F-3 promulgated under the Securities Act which is contemplated in the Registration Rights Agreement.

3.3 Repetition: Subject to Clause 9, the representations and warranties contained in, or given pursuant to, Clauses 3.1 and 3.2 shall be made on the date of this Agreement and be deemed to have been repeated on the Closing Date taking into account facts and circumstances subsisting on the Closing Date.

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3.4 Indemnity: The commitment of the Investor under this Agreement is being made on the basis of the foregoing representations, warranties, undertakings and agreements of the Major Shareholders and the Issuer with the intention that such representations and warranties shall be and remain true and accurate in all respects on the date of this Agreement and on the Closing Date with reference to the facts and circumstances then subsisting and that the undertakings and agreements shall have been performed on or before the Closing Date and the Issuer undertakes (failing whom the Major Shareholders each undertakes) to pay, to the maximum extent permitted under all applicable laws, the Investor on demand an amount, on an after tax basis, which is equal to any liability, damages, cost, claim, loss or expenses (including, without limitation, legal fees, costs and expenses) (a “Loss”) which equals or exceeds RMB1,000,000 or its equivalent in other currencies incurred by the Investor or any of its subsidiaries, Affiliates or any person who controls any of them or any of their respective directors, officers, employees or agents (each a “Relevant Party”, together the “Relevant Parties”) in respect of or in connection with any breach or alleged breach of any of the representations, warranties, undertakings or agreements contained in, or deemed to be made pursuant to, this Agreement or any certificate issued by the Major Shareholders or the Issuer; or respective directors or officers to comply with any requirements of statute or regulation in relation to the sale of the Bonds. A Loss shall include (without limitation) all Losses which a Relevant Party may incur in investigating, preparing, disputing or defending, or providing evidence in connection with, any litigation, claim, action, proceeding, investigation, demand, judgment or award (each a “Claim”) (whether or not a Relevant Party is an actual or potential party to such Claim) or in establishing any Claim or mitigating any Loss on its part or otherwise enforcing its rights under this Clause 3.4, which shall be additional and without prejudice to any rights which a Relevant Party may have at common law or otherwise except, only in the case of a Loss incurred in relation to a Relevant Party’s investigation, preparation or defence of a Claim, to the extent that such Loss was caused by the Relevant Party’s own gross negligence, wilful misconduct or fraud. The Investor shall not have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause.

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4 Undertakings of the Issuer and the Major Shareholders

The Major Shareholders and the Issuer undertake with the Investor to comply with the following obligations:

4.1 Taxes: the Issuer (failing whom the Major Shareholders) shall pay:

(i) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties in the Hong Kong, United States and the British Virgin Islands and all other relevant jurisdictions payable on or in connection with the creation, issue and offering of the Bonds or the execution or delivery of this Agreement or the Bonds; and

(ii) in addition to any amount payable by it under this Agreement, any value added, service, turnover or similar tax payable in respect thereof (and references in this Agreement to such amount shall be deemed to include any such taxes so payable in addition to it);

4.2 Warranties: the Major Shareholders and the Issuer shall forthwith notify the Investor if at any time prior to payment of the Subscription Price (as defined below) to the Issuer on the Closing Date anything occurs which renders or may render untrue or incorrect in any respect any of its representations, warranties, undertakings, agreements and indemnities herein and will forthwith take such steps as the Investor may reasonably require to remedy and/or publicise the fact;

4.3 Use of Proceeds: the Issuer shall use the net proceeds from the issue of the Bonds to fund the subscription price of the Convertible Bonds and the issuance of the Convertible Bonds;

4.4 Announcements: subject to Clause 5.1.3, between the date hereof and a period of the earlier of (a) 20 days after the Closing Date and (b) the Termination Date (both dates inclusive), the Major Shareholders and the Issuer shall, and shall cause the other Group Companies and their Affiliates and all other parties acting on its or their behalf to, notify and consult with the Investor (unless prevented by applicable law or regulations) prior to issuing any announcement concerning, or which could be material in the context of, the offering and distribution of the Bonds, the Convertible Bonds or the Warrants, and shall take into account such requests as the Investor shall reasonably make with respect to such announcements;

4.5 Form D and Blue Sky Laws: the Major Shareholders will procure that (a) CNR shall file a Form D as required under the applicable requirements of Regulation D with respect to the Convertible Bonds, the Warrants, the Conversion Shares and the Exercise Shares and shall provide a copy thereof to the Investor promptly after such filing; and (b) CNR shall make all filings and reports relating to the offer and sale of the Convertible Bonds, the Warrants, the Conversion Shares and the Exercise Shares required under applicable securities or blue sky laws of the states of the United States following the Closing Date;

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4.6 Form F-3 Eligibility and Reporting Status: the Major Shareholders will procure that, until the date on which the Issuer shall have sold all the Conversion Shares and the Exercise Shares and none of the Convertible Bonds or Warrants is outstanding,

(a) for so long as the Shares are listed on the NYSE MKT and except in the circumstances referred to in Condition 6(F)(1)(vii) of the terms and conditions of the Convertible Bonds, CNR shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act; and CNR shall take all actions necessary to maintain its eligibility to register the Conversion Shares and the Exercise Shares for resale by the Issuer on Form F-3 promulgated under the Securities Act which is contemplated in the Registration Rights Agreement; and

(b) for so long as the Shares are listed on a Relevant Stock Exchange as defined in the terms and conditions of the Convertible Bonds, CNR shall timely comply with all filing and reporting requirements and take all actions necessary to maintain its eligibility to register the Conversion Shares and Exercise Shares, for resale under relevant regulations.

5 Conditions Precedent

5.1 The obligations of the Investor to subscribe and pay for the Bonds are subject to the fulfilment, prior to or simultaneously at Closing, of the following conditions to the satisfaction of the Investor:

5.1.1 Compliance: at the Closing Date:

(i) the representations and warranties of the Major Shareholders and the Issuer in this Agreement being true, accurate and correct in all respects and not misleading in any respect at, and as if made on, such date;

(ii) the Major Shareholders and the Issuer having performed all of their respective obligations under this Agreement to be performed on or before such date; and

(iii) there having been delivered to the Investor a certificate in the form attached as Schedule 1, dated as of such date, of a duly authorised officer of the Issuer to such effect;

5.1.2 Security: on the Closing Date, the Investor shall have received the Security Documents in each case in form and substance satisfactory to the Investor, each duly executed by the relevant parties except for the Investor;

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5.1.3 Disclosure of the Transaction: on or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, CNR shall issue a press release and file a Report on a Form 6-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, the form of the Convertible Bonds, the form of the Warrant Instrument and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “6-K Filing”). For the purpose of this Agreement, “Business Day” means a day on which banks are open for business in Hong Kong, British Virgin Islands and New York City (excluding Saturdays, Sundays and public holidays).

5.1.4 Listing: the NYSE MKT having agreed to list the Conversion Shares upon conversion of the Convertible Bonds and the Exercise Shares upon exercise of the Warrants subject to any conditions reasonably satisfactory to the Investor;

5.1.5 No Suspension of Trading: the Shares (i) shall be listed on the NYSE MKT and (ii) shall not have been suspended, as of the Closing Date, by the SEC or the NYSE MKT from trading on the NYSE MKT nor shall suspension by the SEC or the NYSE MKT have been threatened, as of the Closing Date, either (a) in writing by the SEC or the NYSE MKT or (b) by falling below the minimum listing maintenance requirements of the NYSE MKT;

5.1.6 Material Adverse Change: up to the Closing Date, there shall not have occurred any change (nor any development or event involving a prospective change), which is materially adverse to the condition (financial or other), prospects, results of operations or general affairs of the Issuer, CNR or of any of the other Group Companies;

5.1.7 Other Consents: on or prior to the Closing Date, there shall have been delivered to the Investor copies of all consents and approvals required on the part of the Issuer in relation to the issue of the Bonds and the performance of its obligations under the Bonds and all the transactions contemplated under the Transaction Documents (including, without limitation, in relation to providing security for the Bonds and ensuring the unfettered right of the Investor to enforce such security), in each case in form and substance satisfactory to the Investor (including, without limitation, approval by the Issuer’s board of directors, shareholders and any relevant governmental or regulatory authorities);

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5.1.8 Contracts: on or before the Closing Date, there having been delivered to the Investor each of the Contracts other than this Agreement, duly executed by each party thereto other than the Investor and copies of the CNR Contracts in the form reasonably satisfactory to the Investor;

5.1.9 Legal Opinions: on or before the Closing Date, there having been delivered to the Investor opinions, in form and substance satisfactory to the Investor, dated the Closing Date of:

(i) legal opinions of Reed Smith Richards Butler, legal advisers to the Issuer as to the law of the United States;

(ii) legal opinions of Conyers Dill & Pearman, legal advisers to the Issuer as to the law of the British Virgin Islands; and

(iii) legal opinions of Reed Smith Richards Butler, legal advisers to the Issuer as to the law of Hong Kong.

5.2 Fulfilment: The Issuer shall use its best endeavours to ensure the fulfilment of the conditions set out in Clause 5.1 as soon as reasonably practicable.

5.3 Waiver: The Investor may, at its discretion and upon such terms as it thinks fit, waive compliance with the whole or any part of this Clause 5.

6 Closing

6.1 Obligations of the Issuer

6.1.1 On the Closing Date, the Issuer shall:

(i) duly issue the Bonds in the aggregate principal amount of US$60,000,000 to the Investor; and

(ii) procure entry in the Issuer’s register of bondholders of the name of the Investor to be the holder of the Bonds and deliver to or to the order of the Investor (i) a certificate, duly executed, representing the aggregate principal amount of the Bonds; and (ii) a certified true copy by an authorised signatory of the Issuer of the Issuer’s duly completed register of bondholders as at the Closing Date.

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6.2 Obligations of the Investor

Against compliance with Clause 6.1 by the Issuer, the Investor shall pay an amount equal to 100 per cent. of the aggregate principal amount of the Bonds (the “Subscription Price”) less the Issuing Expenses (as defined in Clause 7.1 below) by wire transfer to the US dollar bank account in Hong Kong designated by the Issuer by notice in writing delivered to the Investor at least five Business Days prior to the Closing Date. Evidence of such payment shall be satisfied by the delivery to the Issuer of an irrevocable wiring instruction giving effect to the above and shall constitute a complete discharge of the Investor’s payment obligations hereunder.

7 Expenses and Payments

7.1 General Expenses: The Issuer (failing whom the Major Shareholders) is responsible for paying the (i) fees and expenses of the legal, accountancy and other professional advisers instructed by the Issuer in connection with the offer, creation and issue of the Bonds; and (ii) the costs incurred by it in connection with the preparation and execution of the Contracts. The fees and expenses incurred by the Investor (including, but not limited to, the due diligence costs conducted on the Issuer and CNR and all fees and expenses of the legal, accountancy, financial and other professional advisers instructed by the Investor) (such amount as notified in writing by the Investor to the Issuer prior to the Closing Date, the “Issuing Expenses”) shall be reimbursed by the Issuer to the Investor by way of a deduction to the amount payable by the Investor on Closing pursuant to Clause 6.2.

7.2 Payment: All payments due under this Agreement are to be made in US dollars and are stated exclusive of any applicable tax whether income taxes, withholding taxes, value added taxes, goods and services taxes, business or services taxes or similar taxes other than taxes imposed in respect of net income by a taxing jurisdiction wherein the recipient is incorporated or resident for tax purposes (“Taxes”). If any deduction or withholding for or on account of Taxes is required to be made from any payment to the Investor, then the Issuer shall pay an additional amount so that the Investor receives, free from any such withholding, deduction, assessment or levy, the full amount of the payments set out herein. The Issuer shall make appropriate payments and returns in respect of such Taxes and provide the Investor with an original or authenticated copy of the tax receipt.

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8 Termination

8.1 Ability of Investor to Terminate: At any time prior to payment of the Subscription Price to the Issuer:

8.1.1  if there shall have come to the notice of the Investor any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties, representations and undertakings contained in this Agreement or any failure to perform any of the Major Shareholders’ or the Issuer’s undertakings or agreements in this Agreement;

8.1.2  if any of the conditions specified in Clause 5 has not been satisfied, or waived by the Investor, on or prior to the Closing Date or if the CNR Subscription Agreement is terminated for any reason;

8.1.3  if in the reasonable opinion of the Investor, there shall have been, since the date of this Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Issuer on the NYSE MKT or currency exchange rates or foreign exchange controls such as would in its view, be likely to prejudice materially the success of the issue of the Bonds and distribution of the Bonds or dealings in the Bonds in the secondary market;

8.1.4  if, in the reasonable opinion of the Investor, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the NYSE MKT, and/or any other stock exchange on which CNR’s securities are traded; (ii) a suspension or a material limitation in trading in the Issuer’s securities on the NYSE MKT and/or any other stock exchange on which CNR’s securities are traded; (iii) a general moratorium on commercial banking activities in the United States, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Issuer, CNR, the Bonds, the Convertible Bonds, the Warrants, the Conversion Shares and the Exercise Shares or the transfer thereof;

8.1.5  if, in the reasonable opinion of the Investor, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in their view be likely to prejudice materially the success of the issue and distribution of the Bonds or dealings in the Bonds in the secondary market, then the Investor shall be entitled (but not bound) by notice to the Major Shareholders and the Issuer to elect to treat such event, breach or failure as terminating this Agreement notwithstanding any other provisions of this Agreement.

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8.2 Ability of Issuer to Terminate: At any time prior to payment of the Subscription Price to the Issuer if there shall have come to the notice of the Issuer any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties, representations and undertakings provided by the Investor in this Agreement or any failure to perform any of the Investor’s undertakings or agreements in this Agreement, then the Issuer shall be entitled (but not bound) by notice to the Investor to elect to treat such event, breach or failure as terminating this Agreement notwithstanding any other provisions of this Agreement.

8.3 Consequences of Termination: Upon such notice being given by the Investor or the Issuer pursuant to Clause 8.1 or Clause 8.2, this Agreement shall terminate and be of no further effect and no party shall be under any liability to any other in respect of this Agreement, except that the Major Shareholders and the Issuer, shall remain liable under Clause 14 which would have continued had the arrangements for the subscription and issue of the Bonds been completed. Any termination of this Agreement after the Closing Date shall not release a Party from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination and shall be without prejudice to any liability or obligation in respect of any matters, undertakings or conditions which shall not have been observed or performed by the relevant Party prior to such termination.

9 Survival of Representations and Obligations

The representations, warranties, agreements, undertakings and indemnities in this Agreement shall continue in full force and effect despite completion of the arrangements for the subscription and issue of the Bonds or any investigation made by or on behalf of the Investor.

10 Communications

10.1 Addresses: Any communication shall be given by letter or fax in the case of notices to the Issuer, to it at:

Willis Plus Limited

Suite 2208-14, 22/F Sun Life Tower

The Gateway

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15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Fax no.: +852 2317 5372

Attention: Claudia Lee

and in the case of notices to the Major Shareholders at:

Suite 2208-14, 22/F Sun Life Tower

The Gateway

15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Fax no.: +852 2317 5372

Attention: Claudia Lee

and in the case of notices to the Investor at:

PA Universal Opportunity VII Limited

Commence Chambers, P.O. Box 2208

Road Town, Tortola

British Virgin Islands

Fax no.: +1 284 494 2889

Attention: Board of Directors

With a copy to:

c/o 15/F, AIA Central

1 Connaught Road Central

Hong Kong

Fax no.: +852 2918 0881

Attention: Jon Lewis

10.2 Effectiveness: Any such communication shall take effect, in the case of a letter, at the time of delivery, and in the case of fax, at the time of despatch.

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10.3 Confirmations: Any communication not by letter shall be confirmed by letter but failure to send or receive the letter of confirmation shall not invalidate the original communication.

11 Assignment

The Investor may, upon giving written notice to the Major Shareholders and the Issuer, assign any or all of its rights and delegate or transfer any or all of its obligations under this Agreement to any person without the consent of the other Party to this Agreement. No Party may otherwise assign any of its rights or delegate or transfer any of its obligations under this Agreement without the prior written consent of the other Party to this Agreement.

12 Entire Agreement

This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties relating to the issue of and the subscription for the Bonds and supersedes and extinguishes any other prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to the issue of and the subscription for the Bonds.

13 Currency Indemnity

13.1 Currency of Account and Payment: US dollars (the “Contractual Currency”) is the sole currency of account and payment for all sums payable by the Major Shareholders and the Issuer under or in connection with this Agreement, including damages.

13.2 Extent of discharge: An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or otherwise), by the Investor in respect of any sum expressed to be due to it from the Major Shareholders and the Issuer will only discharge the Major Shareholders and the Issuer to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

13.3 Indemnity: If that Contractual Currency amount able to be so purchased as provided for in Clause 13.2 is less than the Contractual Currency amount expressed to be due to the recipient under this Agreement, the Major Shareholders and the Issuer will indemnify it, to the maximum extent permitted under all applicable laws, against any loss sustained by it as a result. In any event, the Major Shareholders and the Issuer will indemnify the recipient against the cost of making any such purchase.

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13.4 Indemnity separate: The indemnities in this Clause 13 and in Clause 3.4 constitute separate and independent obligations from the other obligations in this Agreement, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by the Investor and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any other judgment or order.

14 Confidentiality

14.1 Obligations of Confidentiality: Subject to Clause 14.3, each Party shall keep strictly confidential and not disclose or use, and shall ensure that its Affiliates and its officers, employees, agents and professional and other advisers keep strictly confidential and not disclose or use, any documents, materials and other information in whatever form received or obtained by it in connection with the entering into of this Agreement or any other Transaction Documents which relates to:

14.1.1  the business, financial or other affairs (including future plans and targets) of a Party of its Affiliates;

14.1.2  the existence or terms of any Transaction Document or any transaction contemplated by the Transaction Documents or the identities of the Parties and their respective Affiliates; or

14.1.3  any discussions or negotiations with regard to any Transaction Document or any transaction contemplated by the Transaction Documents.

14.2 Confidential Information: For the purpose of this Agreement, “Confidential Information” includes the information referred to in Clause 14.1 except for any document, material or other information that:

14.2.1  was lawfully in the possession of the receiving Party prior to its disclosure by the disclosing Party and had not been obtained from the disclosing Party;

14.2.2  is or becomes generally known to the public (other than by breach of this Agreement or any other obligation of confidentiality owed between the Parties);

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14.2.3  is or becomes available to the receiving Party other than as a result of a disclosure by a Person known by the receiving Party to be bound by an obligation of secrecy to the disclosing Party; or

14.2.4  is independently developed by the receiving Party without reference to the Confidential Information.

14.3 Permitted Disclosure and Use: Clause 14.1 shall not prohibit disclosure or use of any information if and to the extent that:

14.3.1  the disclosure or use is required by law or by any securities exchange or regulatory or governmental body having jurisdiction over the receiving Party or its Affiliates, whether or not the requirement has the force of law;

14.3.2  the disclosure or use is required to vest the full benefit of this Agreement or any other Transaction Document in the receiving Party, as the case may be;

14.3.3  the disclosure or use is required for the purpose of any judicial arbitration or other similar proceedings arising out of this Agreement or any other Transaction Document, the disclosure is reasonably required to be made to a taxing or other authority competent to impose any liability in respect of any and all applicable taxes (“Taxation”) or responsible for the administration and/or collection of taxation or enforcement of any tax laws (“Tax Authority”) in connection with the Taxation affairs of the receiving Party or the disclosure is reasonably required for the purpose of preparing any statutory accounts of the receiving Party;

14.3.4  the disclosure is made to the Affiliates of the receiving Party, or to the officers, employees, agents and professional and other advisers of the receiving Party or its Affiliates, where such Person has a business-related need to have access to or use the Confidential Information on terms that such Person undertakes to comply with the provisions of Clause 14.1 in respect of such information as if they were a party to this Agreement and the Party disclosing such information to such Person shall be liable for any breach of this Clause 14 by such person;

14.3.5  the disclosure is made by the Investor to the respective stockholders, limited partners, members or other owners of the Investor or any of its Affiliates, as the case may be, regarding the general status of its investment in the Issuer;

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14.3.6  the disclosure is made by the Investor to persons reasonably determined by the Investor to be potential stockholders, limited partners, or members of other investor in the Investor in any media, including in connection with any marketing materials distributed for or on behalf of the Investor or any of its Affiliates, regarding the general status of its investment in the Issuer, including the name of the Issuer, CNR and other Group Companies, and a description of the business conducted by the Issuer, CNR and other Group Companies and the actual or estimated return on investment realised by the Investor resulting from or relating to its investment in the Issuer;

14.3.7  the disclosure is made by the Investor to persons reasonably determined by the Investor to be potential transferees of the Bonds, whether in whole or in part, in respect of information reasonably required for the purpose of evaluating the Bonds to be transferred, including in connection with the business, liabilities and financial position of the Issuer, CNR and the other Group Companies; or

14.3.8  the disclosing Party has given prior written approval to the disclosure or use,

provided that prior to disclosure or use of any information pursuant to Clause 14.3.3 (except in the case of disclosure to a Tax Authority), to the extent permitted by law and without compromising any privileges, the receiving Party shall give reasonable prior written notice to the disclosing Party (including a copy of any relevant written request which may exist) and the information is disclosed in a manner that is designed to preserve its confidential nature. If on the receipt of such a notice a Party wishes to take action to oppose or limit such potential disclosure or seek a protective order in respect of the information required to be disclosed, it may do so at its own cost and the receiving Party shall provide it with any reasonable assistance required.

15 Governing Law and Jurisdiction

15.1 Governing law: This Agreement, as to which time shall be of the essence, it shall be governed by and construed in accordance with Hong Kong laws.

15.2 Jurisdiction:

15.2.1  The courts of the Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) may be brought in such courts. The Major Shareholders and the Issuer each

34

irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of the Investor and shall not limit the right of the Investor to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

15.2.2  The Major Shareholders and the Issuer each agrees that the process by which any Proceedings in Hong Kong are begun may be served on it by being delivered to it at Suite 2208-14, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. If the Major Shareholders or the Issuer ceases to have an agent to accept service of process in Hong Kong, it shall forthwith appoint a further agent in Hong Kong to accept service of process on its behalf in Hong Kong and notify the Investor of such appointment, and, failing such appointment within fifteen days, the Investor shall be entitled to appoint such an agent by notice to the Issuer. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

16 Variation

No variation of this Agreement shall be effective unless approved by the Investor in writing.

17 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

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This Agreement has been entered into on the date stated at the beginning.

by	)
MR. CHENG CHUNG HING	)
in the presence of:	)	/s/ Cheng Chung Hing

Witness’ signature:

/s/ Chris Fam
Name:	Chris Fam
Address:	Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road,
	Tsimshatsui, Hong Kong

by	)
MR. LEUNG MOON LAM	)
in the presence of:	)	/s/ Leung Moon Lam

Witness’ signature:

/s/ Alex Lung
Name:	Alex Lung
Address:	Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road,
	Tsimshatsui, Hong Kong

Subscription and Investor’s Rights Agreement – Signature Page

Willis Plus Limited

By	/s/ Cheng Chung Hing
Name: Chang Chung Hing
Title: Chairman

PA Universal Opportunity VII Limited, for and on behalf of PAX Secretaries Limited

By	/s/ Jon Robert Lewis
Name: Jon Robert Lewis
Title: Director

Subscription and Investor’s Rights Agreement – Signature Page

SCHEDULE 1

FORM OF OFFICER’S CERTIFICATE

[ON THE LETTERHEAD OF THE ISSUER]

To: PA Universal Opportunity VII Limited

Commence Chambers, P.O. Box 2208

Road Town, Tortola

British Virgin Islands

[Date] 2012

Dear Sirs

SUBSCRIPTION AGREEMENT RELATING TO SUBSCRIPTION OF US$60 MILLION SECURED BONDS DUE 2017

Pursuant to the Subscription Agreement dated 24 July 2012 (the “Agreement”) made between Mr. Cheng Chung Hing and Mr. Leung Moon Lam (the “Major Shareholders”), Willis Plus LImited (the “Issuer”) and yourselves as Investor, I hereby confirm, on behalf of the Major Shareholders and the Issuer, that as at today’s date:

a) the representations and warranties of the Major Shareholders and the Issuer set forth in the Agreement are true, accurate and correct in all respects and not misleading in any respect at, and as if made on, today’s date;

b) the Major Shareholders and the Issuer have performed all of their respective obligations under the Agreement to be performed on or before today’s date;

c) there has been no change (nor any development or event involving a prospective change) which is materially adverse to the condition (financial or other), prospects, results of operations or general affairs of the Issuer, CNR or of any of the other Group Companies (as defined in the Agreement); and

d) neither the Issuer, CNR nor any of the other Group Companies is in breach of or in default (nor has any event occurred which, with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement would result in a default by CNR or any of the other Group Companies) under the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which CNR or any other Group Company is a party or to which their respective assets are bound.

Yours faithfully

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For and on behalf of

[CHEUNG CHUNG HING/LEUNG MOON LAM/WILLIS PLUS LIMITED]

[Name]

Director/[Title of authorised officer]

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SCHEDULE 2

TERMS AND CONDITIONS

40

SCHEDULE 3

MAJOR SHAREHOLDER GUARANTEE

41

SCHEDULE 4

DEED OF UNDERTAKINGS

42

EX-99.8

Exhibit 99.8

Dated 24 July 2012

WILLIS PLUS LIMITED

and

MR. CHENG CHUNG HING

and

MR. LEUNG MOON LAM

and

PA UNIVERSAL OPPORTUNITY VII LIMITED

DEED OF UNDERTAKINGS

relating to

US$60,000,000

14 per cent. Guaranteed Secured Convertible Bonds due 2017

convertible into the ordinary shares of China Metro-Rural Holdings Limited

and

6,000,000 warrants

exercisable into the ordinary shares of China Metro-Rural Holdings Limited

Ref: L-202213

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This Deed of Undertakings is made on 24 July 2012 between:

(1) WILLIS PLUS LIMITED a limited liability company duly incorporated under the laws of the British Virgin Islands, whose registered office is at Quastisky Building, PO Box 4389, Road Town, Tortola, British Virgin Islands (the “Convertible Bondholder”) ;

(2) MR. CHENG CHUNG HING a natural person whose Hong Kong Identification Number is G297436(2) and whose address is Flat B, 20/F Mayfair, 1 May Road, Mid-levels, Hong Kong (“Mr. Cheng”);

(3) MR. LEUNG MOON LAM, a natural person whose Hong Kong Identification Number is D150200(0) and whose address is 5/F, 28 Hung To Road, Kwun Tong, New Territories, Hong Kong (“Mr. Leung” and together with Mr. Cheng, the “Major Shareholders”); and

(4) PA UNIVERSAL OPPORTUNITY VII LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands, whose registered office is at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands (the “Investor”).

The Convertible Bondholder, the Major Shareholders and the Investor are collectively referred to herein as the “Parties” and each individually as a “Party”.

Whereas:

(A) China Metro-Rural Holdings Limited (the “Issuer”) and the Convertible Bondholder have entered into a Subscription Agreement on the date of this Deed (the “Subscription Agreement”) under which the Issuer has agreed to issue to the Convertible Bondholder and the Convertible Bondholder has agreed to subscribe for the Convertible Bonds (as defined below) and the Warrants (as defined below), in accordance with the terms of the Subscription Agreement.

(B) By a subscription and investor’s rights agreement (the “PAG Subscription Agreement”) entered into on the date of this Deed and made between the Convertible Bondholder, the Major Shareholders and the Investor, the Convertible Bondholder has agreed to issue US$60,000,000 in aggregate principal amount of secured bonds due 2017 guaranteed by the Major Shareholders (the “PAG Bonds”) the proceeds of which will be used by the Convertible Bondholder to purchase the Convertible Bonds and Warrants.

(C) The Parties wish to record the arrangements agreed between them in relation to the Issuer, the PAG Bonds, the Convertible Bonds and the Warrants as set out herein.

This Deed witnesses the following:

1 Definitions and Interpretation

1.1 Definitions

In this Deed:

1.1.1 “Affiliate” means, (a) with respect to any party, any company which is a subsidiary, or a holding company of that party, or any subsidiary of any such holding company, or which it directly or indirectly Controls, is Controlled by or under direct or indirect Control with such party or company; and (b) with respect to the Investor only, those persons referred to in (a) above together with any fund or person advised or managed by Pacific Alliance Investment Management Limited (or its successor) or Pacific Alliance Investment Management (HK) Limited (or its successor);

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1.1.2 “Business Day” means a day on which banks are open for business in Hong Kong, British Virgin Islands and New York City (excluding Saturdays, Sundays and public holidays);

1.1.3 “Charged Account” means the Convertible Bondholder’s account held with The Hongkong and Shanghai Banking Corporation (Account name: Willis Plus Limited, Account number: 033-193038-838);

1.1.4 “China South City Holdings Shares” means 785,360,000 ordinary shares of China South City Holdings Limited held in the proportion of 549,752,000 by Mr. Cheng and 235,608,000 by Mr. Leung;

1.1.5 “Closing” means the completion of the subscription and settlement of the PAG Bonds issued by the Convertible Bondholder to the Investor in accordance with the PAG Subscription Agreement;

1.1.6 “Closing Date” means the date on which Closing takes place in accordance with the PAG Subscription Agreement;

1.1.7 “Companies Ordinance” means the Companies Ordinance (Cap. 32 of the laws of Hong Kong);

1.1.8 “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the operations and management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlled” and “Controls” shall be construed accordingly;

1.1.9 “Conversion Date” has the meaning ascribed to it in the Terms and Conditions;

1.1.10 “Conversion Notice” has the meaning ascribed to it in the Terms and Conditions;

1.1.11 “Conversion Shares” means Shares issued upon conversion of the Convertible Bonds;

1.1.12 “Convertible Bondholder Share Pledge” means the first priority fixed charge on all of the shares of the Convertible Bondholder now and thereafter owned by the Major Shareholders and in respect of their respective rights, benefit and title over such shares and all dividends and other income and distributions relating thereto;

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1.1.13 “Convertible Bondholder’s Total Proceeds” means, with respect to the Convertible Bondholder, an aggregate amount (expressed in US dollars) as at each Prepayment Date representing the sum of:

(i) the Net Sale Proceeds received or receivable by the Convertible Bondholder with respect to its Conversion Shares;

(ii) the Net Sale Proceeds received or receivable by the Convertible Bondholder with respect to its Exercise Shares;

(iii) the total amount of interest (other than any default interest) received or receivable by the Convertible Bondholder in accordance with the Terms and Conditions from the Closing Date up to the Conversion Date (net of any Tax borne by the Convertible Bondholder in respect of such interest) but excluding for the avoidance of doubt any PIK Payment (as defined in the Terms and Conditions); and

(iv) any other amounts standing to the credit of, or accrued on, the Charged Account as at the date which is 5 Business Days immediately prior to the relevant Prepayment Date (in each case, net of any Tax borne or reasonably expected to be borne by the Convertible Bondholder in respect of such amounts) but excluding any amounts deposited into the Charged Account by the Major Shareholders for the purpose of refinancing the PAG Bonds,

in each case without double counting of any amounts in sub-Clauses 1.1.13(i), 1.1.13(ii), 1.1.13(iii) and/or 1.1.13(iv);

1.1.14 “Convertible Bonds” means US$60,000,000 14 per cent. guaranteed secured convertible bonds due 2017 convertible into the ordinary shares of the Issuer and subject to the Terms and Conditions;

1.1.15 “Exercise Price” means the price at which a Warrantholder can subscribe for one fully-paid Share pursuant to the Warrant Instrument;

1.1.16 “Exercise Shares” means Shares issued upon the exercise or cancellation of the Warrants;

1.1.17 “holding company” has the meaning given to that term in section 2(7) of the Companies Ordinance;

1.1.18 “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

1.1.19 “Independent Investment Bank” means an independent investment bank of international repute (acting as an expert) selected by the Convertible Bondholder (at its own expense) and approved by the Investor, which must not unreasonably delay or withhold approval. If the Convertible Bondholder fails to select an Independent Investment Bank when required by this deed (save for any failure by the Investor to provide approval), the Investor may select the Independent Investment Bank;

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1.1.20 “Net Sale Proceeds” means:

(i) in relation to the Conversion Shares, an aggregate amount (expressed in US dollars) as at each Prepayment Date representing the sum of: (a) the actual net sale proceeds received with respect to the sale of all Conversion Shares sold on or before 5 Business Days immediately prior to the relevant Prepayment Date (following deduction of all brokerage, commission, fees and charges incurred (but subject at all times to a maximum limit of 3% of such actual gross sale proceeds) and all Taxes borne or reasonably expected to be borne by the Convertible Bondholder in respect of such sold Conversion Shares); and (b) the Reference Price as at the fifth Business Day immediately prior to the relevant Prepayment Date multiplied by the number of unsold Conversion Shares in respect of which the Investor has delivered a Conversion Notice on or before 5 Business Days immediately prior to the relevant Prepayment Date (less all brokerage, commission, fees and charges reasonably expected to be incurred at market rates (but subject at all times to a maximum limit of 3% of such Reference Price multiplied by such number of unsold Conversion Shares) and all Taxes borne or reasonably expected to be borne in connection with the holding and/or ultimate sale by the Convertible Bondholder in respect of such unsold Conversion Shares); and

(ii) In relation to the Exercise Shares, an aggregate amount (expressed in US dollars) as at each Prepayment Date representing the sum of: (a) the actual net sale proceeds received with respect to the sale of all Exercise Shares sold on or before 5 Business Days immediately prior to the relevant Prepayment Date (following deduction of all brokerage, commission, fees and charges incurred (but subject at all times to a maximum limit of 3% of such actual gross sale proceeds) and all Taxes borne or reasonably expected to be borne by the Convertible Bondholder in respect of such sold Exercise Shares) minus an amount equal to the Exercise Price multiplied by such number of Exercise Shares sold; and (b) the Reference Price as at the fifth Business Day immediately prior to the relevant Prepayment Date multiplied by the number of unsold Exercise Shares in respect of which the Investor has, or before 5 Business Days immediately prior to the relevant Prepayment Date, received or delivered a Conversion Notice in respect thereof (less all brokerage, commission, fees and charges reasonably expected to be incurred at market rates (but subject at all times to a maximum limit of 3% of such Reference Price multiplied by such number of unsold Exercise Shares) and all Taxes borne or reasonably expected to be borne in connection with the holding and/or ultimate sale by the Convertible Bondholder in respect of such unsold Exercise Shares) minus an amount equal to the Exercise Price multiplied by such number of unsold Exercise Shares;

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1.1.21 “PAG Security Documents” has the meaning given to the term “Security Documents” in the PAG Terms and Conditions;

1.1.22 “PAG Terms and Conditions” means the terms and conditions in respect of the PAG Bonds to be executed by the Convertible Bondholder;

1.1.23 “PAG Transaction Documents” has the meaning given to it in the PAG Terms and Conditions;

1.1.24 “Person” means any natural or legal person;

1.1.25 “PIK Payment” has the meaning given to it in the PAG Terms and Conditions;

1.1.26 “Prepayment Date” has the meaning given to it in the PAG Terms and Conditions and the “First Prepayment Date”, “Second Prepayment Date” and “Third Prepayment Date” means the first Prepayment Date occurring in time, second Prepayment Date occurring in time (if any) and the third Prepayment Date occurring in time (if any), respectively;

1.1.27 “Prepayment Instalment Notice” has the meaning given to it in the PAG Terms and Conditions;

1.1.28 “Reference Price” means the average of the Volume Weighted Average Price of a Share for the 30 Trading Days ending on the relevant calculation date;

1.1.29 “Registration Rights Agreement” has the meaning given to it in the Terms and Conditions;

1.1.30 “Relevant Stock Exchange” means at any time, in respect of the Shares, the NYSE MKT or if they are not at that time listed and traded on the NYSE MKT, such other internationally recognised stock exchange as agreed in writing by the Investor;

1.1.31 “Security Documents” has the meaning given to it in the Terms and Conditions;

1.1.32 “Shares” means ordinary shares of a par value of US$0.001 each of the Issuer;

1.1.33 “Sharing Triggering Amount” means, with respect to the PAG Bonds, an amount (expressed in US dollars) as at each Prepayment Date equal to the aggregate of the following amounts:

(i) an amount equal to the Subscription Price;

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(ii) an amount equal to the total PIK Payment accrued under the PAG Bonds for the period from the date of issue of the Convertible Bonds to the Conversion Date (and together with the Subscription Price, the “Aggregate Invested Principal”);

(iii) the total amount of interest (other than any default interest) received or receivable by the Investor in accordance with the PAG Terms and Conditions up to the Conversion Date; and

(iv) the Return on Invested Principal as at such Prepayment Date,

where:

“Prepaid Amount” means, in respect of each Prepayment Date, any principal amount of the Bonds and PIK Payment (as specified in the relevant Prepayment Instalment Notice) paid in accordance with the Terms and Conditions and which has been received by the Bondholders; and

“Return on Invested Principal” means:

(i) in respect of the First Prepayment Date, an amount (the “First Return on Invested Principal”) (expressed in US dollars) equal to the interest that would accrue on the Aggregate Invested Principal at a rate of 21% per annum for the period from the Conversion Date to the First Prepayment Date;

(ii) in respect of the Second Prepayment Date (if any), an amount (expressed in US dollars) equal to the sum of (a) the First Return on Invested Principal and (b) the amount of interest that accrues on the Aggregate Invested Principal (net of any Prepaid Amount paid in respect of the First Prepayment Date) at a rate of 21% per annum for the period from the First Prepayment Date to the Second Prepayment Date (the “Second Return on Invested Principal”); and

(iii) in respect of the Third Prepayment Date (if any), an amount (expressed in US dollars) equal to the sum of:

(a) the First Return on Invested Principal;

(b) the Second Return on Invested Principal; and

(c) the amount of interest that accrues on the Aggregate Invested Principal (net of any Prepaid Amount paid in respect of the First Prepayment Date and the Second Prepayment Date) at a rate of 21% per annum for the period from the Second Prepayment Date to the Third Prepayment Date,

and, if any interest is required to be calculated for a period of less than one year, it will be calculated on the basis of a 360-day year consisting of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed;

1.1.34 “Subscription Agreement” has the meaning given to it in the Terms and Conditions;

1.1.35 “Subscription Price” means an amount equal to 100 per cent. of the aggregate principal amount of the PAG Bonds, being US$60 million;

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1.1.36 “subsidiary” has the meaning given to that term in section 2(4) of the Companies Ordinance;

1.1.37 “Subsidiary Deed of Guarantee” has the meaning given to it in the Terms and Conditions;

1.1.38 “Tax” means all forms of taxation and statutory or governmental charges, duties, imposts, contributions, levies, withholdings, or liabilities wherever chargeable including all capital, stamp, issue and registration and transfer duties and other government levies and fees; and whether paid, payable, or notionally allocated based on an amount of Tax reasonably expected to be paid in relation to any transaction or matter;

1.1.39 “Terms and Conditions” means the terms and conditions in respect of the Convertible Bonds to be executed by the Issuer;

1.1.40 “Trading Day” has the meaning ascribed to it in the Terms and Conditions;

1.1.41 “Transaction Documents” means the Convertible Bonds, the Terms and Conditions, the Subsidiary Deed of Guarantee, the Subscription Agreement, the Registration Rights Agreement, the Warrants, the Warrant Instrument and the Security Documents;

1.1.42 “Upside Sharing Amount” means, in respect of the relevant Prepayment Date, an amount in US dollars determined pursuant to the following formula:

(i) in the case of the First Prepayment Date:

A = (X - Y) x Z x 20%;

(ii) in the case of the Second Prepayment Date (if any):

If A ³ 0, then

B = [(X - Y) x Z x 20%] - A

If A < 0, then

B = (X - Y) x Z x 20%

(iii) in the case of the Third Prepayment Date (if any):

If B ³ 0, then

C = [(X - Y) x Z x 20%] - B

If B < 0, then

C = (X - Y) x Z x 20%;

where:

“A” = the Upside Sharing Amount as at the First Prepayment Date

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“B” = the Upside Sharing Amount as at the Second Prepayment Date

“C” = the Upside Sharing Amount as at the Third Prepayment Date

“X” = the Convertible Bondholder’s Total Proceeds as at the relevant Prepayment Date

“Y” = the Sharing Triggering Amount as at the relevant Prepayment Date

“Z” = in respect of each Prepayment Date, the Aggregate Invested Principal repaid and/or repayable by the Convertible Bondholder pursuant to the PAG Terms and Conditions on or prior to such Prepayment Date divided by the Aggregate Invested Principal as at the Conversion Date (expressed as a fraction);

1.1.43 “Volume Weighted Average Price” means, in respect of a Share on any Trading Day, the order book volume-weighted average price of a Share published by or derived from Bloomberg (or any successor service) page US Equity VAP or, in the case of securities other than Shares, the principal stock exchange or securities market or which such securities are then listed or quoted or dealt in or, in any other case, such other source as shall be determined to be appropriate by an Independent Investment Bank on such Trading Day, provided that on any such Trading Day where such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of a Share in respect of such Trading Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding Trading Day on which the same can be so determined;

1.1.44 “Warrant Instrument” means the terms in respect of the Warrants to be executed by the Issuer constituting the Warrants; and

1.1.45 “Warrants” means 6,000,000 warrants to be issued at Closing by the Issuer and exercisable into the Shares.

1.2 Interpretation

1.2.1 Clauses: References to Clauses are to clauses of this Deed.

1.2.2 Singular, Plural, Gender: In this Deed, the singular shall include the plural and vice versa. References to one gender shall include all genders.

1.2.3 Day and Time: Unless the context otherwise requires, if any rights or obligations under this Deed fall on a date which happens not to be a Business Day, such rights or obligations shall instead fall on the next succeeding Business Day after such stated date. References to times of the day are, unless otherwise specified, to Hong Kong time.

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1.2.4 Headings: Headings are for convenience only and shall not affect the interpretation of this Deed.

1.2.5 Documents: In this Deed, any reference to a contract or document is to that contract or document as amended, novated, supplemented, restated or replaced from time to time.

1.2.6 Words of Inclusion: References to “including” or “include” are made on a non-exhaustive and without limitation basis.

2 Upside Sharing

2.1 Payment of Upside Sharing Amount

With effect from the Closing Date:

2.1.1 If the relevant Upside Sharing Amount determined as at, and in respect of, each Prepayment Date is greater than US$zero, the Convertible Bondholder shall pay to the Investor such Upside Sharing Amount in US dollars on the relevant Prepayment Date by crediting such Upside Sharing Amount in accordance with sub-Clause 2.1.3 to 2.1.5 below. For the avoidance of doubt, the aggregate Upside Sharing Amount paid or payable by the Convertible Bondholder on or prior to the final Prepayment Date pursuant to this sub-Clause 2.1.1 shall be exactly 20% of the difference between the Convertible Bondholder’s Total Proceeds and the Sharing Triggering Amount as at the final Prepayment Date.

2.1.2 If the relevant Upside Sharing Amount as at, and in respect of, the Second Prepayment Date or the Third Prepayment Date (as the case may be) is less than US$zero (each a “Negative Return”), the Investor shall, subject to the proviso below, refund to the Convertible Bondholder an amount of any such Upside Sharing Amount previously received by it to make up the Negative Return, provided always that the Investor’s refund obligation pursuant to this sub-Clause 2.1.2 shall not exceed the aggregate Upside Sharing Amount received by it pursuant to sub-Clause 2.1.1 prior to the relevant Prepayment Date (net of any refunds made by the Investor pursuant to this sub-Clause 2.1.2 prior to the relevant Prepayment Date). Such refund (if any) shall be payable in US dollars for same day value on the relevant Prepayment Date by crediting such Upside Sharing Amount in accordance with sub-Clause 2.1.3-2.1.5 below.

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2.1.3 Payment of any Upside Sharing Amount will be made by the relevant payor by way of transfer to the registered account of the relevant payee or by US dollar cheque drawn on a bank in Hong Kong or New York City mailed to the payee in accordance with Clause 6 if the relevant payee does not provide a registered account. For these purposes, “registered account” means a US dollar account maintained by or on behalf of the relevant payee with a bank in Hong Kong or New York City, details of which must be provided to the relevant payor not less than 3 Business Days before the due date for payment.

2.1.4 All payments are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment (which for the purpose of this Deed shall at all times be deemed to be New York City). No commissions or expenses shall be charged to the relevant payee in respect of such payments.

2.1.5 Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that is not a Payment Business Day, for value on the first following day which is a Payment Business Day) will be initiated, and where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the request of the relevant payee otherwise than by ordinary mail, expense of the relevant payee), on the due date for payment (or, if it is not a Payment Business Day, the immediately following Payment Business Day). For these purposes, “Payment Business Day” means a day other than a Saturday or Sunday on which commercial banks are open for business in New York City, Hong Kong and, in the case of the Convertible Bondholder, the city in which its specified office (as defined in the PAG Terms and Conditions) is located.

2.2 Calculation of the Upside Sharing Amount

With effect from the Closing Date:

2.2.1 No interest shall be payable by the Convertible Bondholder in respect of any Upside Sharing Amount.

2.2.2 If any Upside Sharing Amount is payable on a Prepayment Date, the Convertible Bondholder shall provide the Investor with a breakdown of its calculations in respect of same in reasonable detail not later than 3 Business Days prior to the relevant Prepayment Date.

2.2.3 The Upside Sharing Amount shall be determined by the Convertible Bondholder acting reasonably, provided that if any doubt shall arise as to any calculation performed pursuant to this Deed and following consultation between the Investor, the Convertible Bondholder and an Independent Investment Bank, a written opinion of such

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Independent Investment Bank in respect thereof shall be conclusive and binding on the Investor and the Convertible Bondholder, save in the case of manifest error and the Parties agree that any failure of a payor to pay any disputed Upside Sharing Amount while such Independent Investment Bank makes such determination shall not constitute a breach of this Deed, provided that such payor is not acting unreasonably in disputing such amount and that any Upside Sharing Amount determined by the Independent Investment Bank to be payable in accordance with this sub-Clause 2.2.3 shall in any event be paid within 5 Business Days of such determination being made.

2.2.4 For the purposes of the calculating the Upside Sharing Amounts, amounts in currencies other than United States Dollars shall be converted into United States Dollars based on the mid-point of the official opening buy rate and the opening sell rate quoted by The Hongkong and Shanghai Banking Corporation Limited in relation to the following amounts on the following dates:

(i) respect of the actual net sale proceeds referred to in sub-Clauses 1.1.20(i)(a) and 1.1.20(ii)(a), as at the date of sale of the relevant Conversion Shares or relevant Exercise Shares (as the case may be);

(ii) in respect of any brokerage, commission incurred and Taxes borne by the Convertible Bondholder in connection with the sale of any Conversion Shares or relevant Exercise Shares (as the case may be), as at the date of sale of the relevant Conversion Shares or relevant Exercise Shares (as the case may be);

(iii) in respect of the Reference Price for any unsold Conversion Shares or any unsold Exercise Shares referred to in sub-Clauses 1.1.20(i)(b) and 1.1.20(ii)(b), respectively, as at the latest practicable date prior to the relevant Prepayment Date; and

(iv) in respect of any Tax (including any notional amount of Tax), as at the relevant Prepayment Date.

2.2.5 If, at the relevant Prepayment Date, any amount of brokerage, commission, fees and charges and Taxes has not yet been paid or is not able to be finally determined (including in respect of any ultimate sale of any unsold Conversion Shares or Warrant Shares), the Convertible Bondholder may adjust the Convertible Bondholder’s Total Proceeds by a notional amount reasonably expected in respect of those payments (but subject to the relevant prescribed maximum limits in respect of brokerage, commission, fees and charges (excluding Taxes) as specified in sub-Clause 1.1.20) when determining the Net Sale Proceeds.

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2.2.6 All payments of any Upside Sharing Amount by or on behalf of the Convertible Bondholder under or in respect of this Deed shall be made free from any restriction or condition.

2.2.7 A worked example of the calculation of the Upside Sharing Amount is provided in the Schedule, which is provided by way of example only.

2.3 Unexercised Warrants

With effect from the Closing Date, if any Warrants remain unexercised (as defined in the Warrant Instrument) after the final Prepayment Date, the Convertible Bondholder shall irrevocably transfer to the Investor (or its designee) and the Investor (or its designee) shall accept such transfer for nil consideration on or before the Prepayment Date such number of Warrants not less than 20% of the total number of Warrants then unexercised. The Investor undertakes to release such number of Warrants from the relevant PAG Security Documents immediately prior to such transfer and such transfer shall be made by the Convertible Bondholder free from any encumbrances and together with all rights and entitlements attaching to the Warrants as at the Prepayment Date.

2.4 No Fiduciary Duty

The Parties agree that each Party shall not owe any fiduciary, trust or other similar duty or obligation to account to the other Parties.

3 China South City Negative Pledge

With effect from the Closing Date:

3.1 The Major Shareholders confirm that the China South City Holdings Shares are freely transferable, free and clear of all liens, charges, encumbrances, security interests or claims of third parties.

3.2 So long as the PAG Bonds remain outstanding, each Major Shareholder undertakes that neither it nor its nominees nor any person acting on its behalf will (i) offer, sell, contract to sell, pledge, encumber or otherwise dispose of or charge any of the China South City Holdings Shares, or offer, sell, contract to sell, pledge, encumber or otherwise dispose of any securities exchangeable for or convertible into or exercisable for the China South City Holdings Shares, warrants or other rights to purchase the China South City Holdings Shares or any security or financial product whose value is determined directly or indirectly by reference to the price of the China South City Holdings Shares, including equity swaps, forward sales and options representing the right to receive any China South City Holdings Shares; (ii) enter into any other arrangement that transfers to others, in whole or in part, any of the economic consequences of ownership of the China South City Holdings Shares; or (iii) publicly announce any intention to undertake (i) or (ii), except with the prior written approval of the Investor.

3.3 So long as the PAG Bonds remain outstanding, each Major Shareholder shall deliver (at its own expense) to the Investor in accordance with Clause 6, as soon as practicable and, in any case, no later than 14 days after each month end, a monthly securities report that evidences its interest in the China South City Holding Shares to the reasonable satisfaction of the Investor.

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4 Undertakings

4.1 Major Shareholder

4.1.1 With effect from the Closing Date, each Major Shareholder undertakes to:

(i) procure the Convertible Bondholder’s compliance, in all material respects, with this Deed, the PAG Bonds, the PAG Terms and Conditions, the PAG Security Documents and the Transaction Documents; and

(ii) at all times own and hold all the outstanding shares of the Issuer and not to directly or indirectly pledge or in any other way encumber or otherwise dispose of any such shares of the Issuer except for the Convertible Bondholder Share Pledge.

4.2 Convertible Bondholder

With effect from the Closing Date:

4.2.1 The Convertible Bondholder undertakes not to:

(i) amend or terminate any Transaction Document; or

(ii) agree to any waiver or consent or give any approval or pass any resolution pursuant to any Transaction Documents,

in each case, without the prior written consent of the Investor; and

4.2.2 The Convertible Bondholder undertakes not to sell or transfer any Conversion Shares or Exercise Shares at a discount of more than 10 per cent. to the Reference Price as at the date of such sale.

4.3 Relevant Stock Exchange

With effect from the Closing Date:

4.3.1 If the Issuer applies to list its ordinary shares on another Relevant Stock Exchange the Investor agrees to use its best endeavours to implement any amendments to the Transaction Documents and/or the PAG Transaction Documents (including, in each case, any security) as required by the Relevant Stock Exchange.

4.3.2 The Convertible Bondholder and the Major Shareholders agree to use all reasonable endeavours to agree and implement such amendments to the Transaction Documents as the Investor may reasonably require in the case of a voluntary delisting of the Issuer from the NYSE MKT for the purpose of giving to the Bondholders the full benefit of the PAG Bonds.

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5 Representations, Warranties and Indemnities

5.1 Representations and warranties: The Major Shareholders and the Convertible Bondholder represent, warrant and undertake to the Investor that:

5.1.1 the Convertible Bondholder is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation; and each of the Major Shareholders and the Convertible Bondholder is in compliance with all laws and regulations to which it is subject, is not in liquidation, receivership or bankruptcy, has full power and authority to own its properties and to conduct its business and is lawfully qualified to do business in those jurisdictions in which business is conducted by it and has full power and authority to enter into and perform its obligations under this Deed;

5.1.2 this Deed has been duly authorised, executed and delivered by each of the Major Shareholders and the Convertible Bondholder and constitutes valid and legally binding obligations of the Major Shareholders and the Convertible Bondholder, respectively, and enforceable against the Major Shareholders and the Convertible Bondholder in accordance with their respective terms;

5.1.3 all approvals, registrations and filings with the regulatory authorities necessary for each of the Major Shareholders and the Convertible Bondholder to enter into this Deed and to perform its obligations hereunder have been obtained or will be obtained on or prior to the Closing Date;

5.1.4 the execution and delivery of, and the performance by (a) the Convertible Bondholder of its obligations under this Deed will not and are not likely to result in a breach of the articles of association or any other constitutional document of the Convertible Bondholder or (b) each of the Major Shareholders and the Convertible Bondholders shall not result in a breach of, require any consent under or give any third party a right to terminate, accelerate or modify, or result in the creation or enforcement of any encumbrance under any agreement, licence or other instrument or result in a breach of any law or regulation or any judgment, order, decree or directive of any court, governmental agency or regulatory body to which the Major Shareholders or the Convertible Bondholder is a party or by which the Major Shareholders or the Convertible Bondholder or any of its assets are bound.

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5.2 Repetition: The representations and warranties contained in, or given pursuant to, Clause 5.1 shall be made on the date of this Deed and be deemed to have been repeated on the Closing Date taking into account facts and circumstances subsisting on the Closing Date, unless any representation or warranty is given as at any specified date in which case it shall be given only on that date.

6 Communications

6.1 Addresses: Any communication shall be given by letter or fax in the case of notices to the Convertible Bondholder at:

WILLIS PLUS LIMITED

Address:	Suite 2208-14, 22/F Sun Life Tower
	The Gateway
	15 Canton Road
	Tsim Sha Tsui, Kowloon
	Hong Kong
Fax no.:	+852 2317 5372
Attention:	Claudia Lee

and in the case of notices to the Major Shareholders at:

Address:	Suite 2208-14, 22/F Sun Life Tower
	The Gateway
	15 Canton Road
	Tsim Sha Tsui, Kowloon
	Hong Kong
Fax no.:	+852 2317 5372
Attention:	Claudia Lee

and in the case of notices to the Investor at:

PA Universal Opportunity VII Limited

Address:	Commence Chambers
	P.O. Box 2208 Road Town
	Tortola
	British Virgin Islands
Fax no.:	+1 284 494 2889
Attention:	Board of Directors

With a copy to:
	c/o 15/F., AIA Central 1 Connaught Road Central Hong Kong
Fax No.:	+852 2918 0881
Attention:	Jon Lewis

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6.2 Effectiveness: Any such communication shall take effect, in the case of a letter, at the time of delivery, and in the case of fax, at the time of despatch.

6.3 Confirmations: Any communication not by letter shall be confirmed by letter but failure to send or receive the letter of confirmation shall not invalidate the original communication.

7 Confidentiality

7.1 Obligations of Confidentiality: Subject to Clause 7.3, each Party shall keep strictly confidential and not disclose or use, and shall ensure that its Affiliates and its officers, employees, agents and professional and other advisers keep strictly confidential and not disclose or use, any documents, materials and other information in whatever form received or obtained by it in connection with the entering into of this Deed which relates to:

7.1.1 the business, financial or other affairs (including future plans and targets) of a Party or its Affiliates;

7.1.2 the existence or terms of this Deed, the PAG Subscription Agreement or any documents referred to or contemplated therein or any transaction contemplated by this Deed, the PAG Subscription Agreement or any documents referred to or contemplated therein or the identities of the Parties and their respective Affiliates; or

7.1.3 any discussions or negotiations with regard to this Deed, the PAG Subscription Agreement or any documents referred to or contemplated therein or any transaction contemplated by this Deed, the PAG Subscription Agreement or any documents referred to or contemplated therein.

7.2 Confidential Information: For the purpose of this Deed, “Confidential Information” includes the information referred to in Clause 7.1 except for any document, material or other information that:

7.2.1 was lawfully in the possession of the receiving Party prior to its disclosure by the disclosing Party and had not been obtained from the disclosing Party;

7.2.2 is or becomes generally known to the public (other than by breach of this Deed or any other obligation of confidentiality owed between the Parties);

7.2.3 is or becomes available to the receiving Party other than as a result of a disclosure by a Person known by the receiving Party to be bound by an obligation of secrecy to the disclosing Party; or

7.2.4 is independently developed by the receiving Party without reference to the Confidential Information.

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7.3 Permitted Disclosure and Use: Clause 7.1 shall not prohibit disclosure or use of any information if and to the extent that:

7.3.1 the disclosure or use is required by law or by any securities exchange or regulatory or governmental body having jurisdiction over the receiving Party or its Affiliates, whether or not the requirement has the force of law;

7.3.2 the disclosure or use is required to vest the full benefit of this Deed in the receiving Party, as the case may be;

7.3.3 the disclosure or use is required for the purpose of any judicial arbitration or other similar proceedings arising out of this Deed, the disclosure is reasonably required to be made to a taxing or other authority competent to impose any liability in respect of any and all applicable taxes (“Taxation”) or responsible for the administration and/or collection of taxation or enforcement of any tax laws (“Tax Authority”) in connection with the Taxation affairs of the receiving Party or the disclosure is reasonably required for the purpose of preparing any statutory accounts of the receiving Party;

7.3.4 the disclosure is considered reasonably necessary by the receiving Party (at its sole discretion) and made only to the Affiliates of the receiving Party, or to the officers, employees, agents and professional and other advisers of the receiving Party or its Affiliates, where such Person has a business-related need to have access to or use the Confidential Information on terms that such Person undertakes to comply with the provisions of Clause 7.1 in respect of such information as if they were a party to this Deed and the Party disclosing such information to such Person shall be liable for any breach of this Clause 7 by such person;

7.3.5 the disclosure is considered reasonably necessary by the Investor (at its sole discretion) and made by the Investor only to the stockholders, limited partners, members or other owners of the Investor or any of its Affiliates or their respective employees or advisors, as the case may be, regarding the general status of its securities issued by the Convertible Bondholder, provided that such Persons owe, and are subject to, a general obligation of confidentiality to the Investor and/or its Affiliates in respect of Confidential Information disclosed pursuant to this sub-Clause 7.3.5 and the Party disclosing such information to such Person shall be liable for any breach of this Clause 7 by such person;

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7.3.6 the disclosure is made by the Investor to persons reasonably determined by the Investor to be potential stockholders, limited partners, advisors or members of other investor in the Investor in any media, including in connection with any marketing materials distributed for or on behalf of the Investor or any of its Affiliates, regarding the general status of its securities issued to the Convertible Bondholder, including the name of the Issuer and its Affiliates, and a description of the business conducted by the Issuer and its Affiliates and the actual or estimated return on investment realised by the Investor resulting from or relating to its securities issued to the Convertible Bondholder, provided that such Persons owe, and are subject to, a general obligation of confidentiality to the Investor and/or its Affiliates in respect of Confidential Information disclosed pursuant to this sub-Clause 7.3.6 and the Party disclosing such information to such Person shall be liable for any breach of this Clause 7 by such person, ;

7.3.7 the disclosure is made to persons reasonably determined by the Party disclosing the information to be potential transferees of the Convertible Bonds, Warrants, Conversion Shares, Exercise Shares, the PAG Bonds or this Deed (as the case may be), whether in whole or in part, in respect of copies of this Deed, the PAG Bonds, the PAG Terms and Conditions, the PAG Security Documents and the Transaction Documents, payment and performance information in connection with the Transaction Documents, and other publicly available information required for the purpose of evaluating the Convertible Bonds, Warrants, Conversion Shares, Exercise Shares, the PAG Bonds or this Deed (as the case may be) to be transferred, provided that such persons undertake to comply with the provisions of Clause 7.1 in respect of such information as if they were a party to this Deed and the Party disclosing such information to such Person shall be liable for any breach of this Clause 7 by such person;

7.3.8 the disclosing Party has given prior written approval to the disclosure or use,

provided that prior to disclosure or use of any information pursuant to Clause 7.3.3 (except in the case of disclosure to a Tax Authority), to the extent permitted by law and without compromising any privileges, the receiving Party (if practicable and permitted by law) shall give reasonable prior written notice to the disclosing Party (including a copy of any relevant written request which may exist) and the information is disclosed in a manner that is designed to preserve its confidential nature. If on the receipt

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of such a notice a Party wishes to take action to oppose or limit such potential disclosure or seek a protective order in respect of the information required to be disclosed, it may do so at its own cost and the receiving Party shall provide it with any reasonable assistance required.

8 Obligations

In this Deed (unless otherwise stated), all representations, warranties, undertakings, indemnities, covenants, agreements and obligations given or entered into by the Convertible Bondholder are given or entered into jointly and severally for the benefit of the Investor. In this Deed (unless otherwise stated), all representations, warranties, undertakings, indemnities, covenants, agreements and obligations given or entered into by the Major Shareholders are given or entered into severally and not jointly for the benefit of the Investor by reference to their respective pro-rata percentage ownership of the Convertible Bondholder, being, in respect of Mr. Cheng Chung Hing, 70% and, in respect of Mr. Leung Moon Lam, 30%.

9 Termination

This Deed shall terminate upon the earlier of (i) the Parties agreeing in writing to terminate this Deed; and (ii) the date on which all amounts due and payable pursuant to this Deed, the PAG Bonds, the PAG Terms and Conditions, the PAG Security Documents and the Transaction Documents have been irrevocably paid and received and all obligations of the Parties under this Deed have been satisfied in full.

10 Assignment

The Investor may, upon giving written notice to the Convertible Bondholder and the Major Shareholders, assign any or all of its rights and delegate or transfer any or all of its obligations under this Deed to any person without the consent of the other Party to this Deed. No Party may otherwise assign any of its rights or delegate or transfer any of its obligations under this Deed without the prior written consent of the other Party to this Deed.

11 Governing Law and Jurisdiction

11.1 Governing law: This Deed shall be governed by and construed in accordance with Hong Kong laws.

11.2 Jurisdiction:

11.2.1 The courts of the Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed and accordingly any legal action or proceedings arising out of or in connection with this Deed (“Proceedings”) may be brought in such courts. The Parties irrevocably submit to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.

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11.2.2 Each of the Major Shareholders and the Convertible Bondholder agrees that the process by which any Proceedings in Hong Kong are begun may be served on it by being delivered to it at Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Hong Kong. If for any reason such agent ceases to be able to act as agent or no longer has an address in Hong Kong, it shall forthwith appoint a process agent in Hong Kong to accept service of process on its behalf in Hong Kong and notify the Investor of such appointment, and, failing such appointment within fifteen days, the Investor shall be entitled to appoint such an agent by notice to the Major Shareholders and the Convertible Bondholder. Nothing in this Deed shall affect the right to serve process in any other manner permitted by law.

11.2.3 The Investor agrees that the process by which any legal proceedings in Hong Kong are begun may be served on it by being delivered to it at 2503 Bank of America Tower, 12 Harcourt Road, Central, Hong Kong (Attention: Jon Lewis). If for any reason such agent ceases to be able to act as agent or no longer has an address in Hong Kong, it shall forthwith appoint a process agent in Hong Kong to accept service of process on its behalf in Hong Kong and notify the Convertible Bondholder and the Major Shareholders of such appointment, and, failing such appointment within fifteen days, the Convertible Bondholder or either Major Shareholder shall be entitled to appoint such an agent by notice to the Investor. Nothing in this Deed shall affect the right to serve process in any other manner permitted by law.

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IN WITNESS whereof this Deed has been entered into the day and year first above written.

THE COMMON SEAL of for and on behalf of WILLIS PLUS LIMITED was hereunto affixed in the presence of:	}
SIGNED, SEALED and DELIVERED by CHENG CHUNG HING in the presence of:	}
SIGNED, SEALED and DELIVERED by LEUNG MOON LAM in the presence of:	}
THE COMMON SEAL OF for and on behalf of PA UNIVERSAL OPPORTUNITY VII LIMITED was hereunto affixed in the presence of: CHRISTIE CHING	}	For and on behalf of PAX Secretaries Limited Authorized Signature(s)

Deed of Undertakings – Signature Page

Schedule – Worked Example of Upside Sharing Amount

ILLUSTRATIVE EXAMPLE - Conversion at 2 years and 3 months after drawdown, repayment by 3 installments

Conversion at end of 27th Month

Drawdown US$

+6 Month US$

+12 Month US$

+18 Month US$

+24 Month US$

Conversion

+27 Month US$

Repayment 1

+30 Month US$

Repayment 2

+33 Month US$

Repayment 3

+36 Month US$

SUM US$

Between Company and SPV

Principal

Coupon paid by Co. to SPV

PIK (up to Conversion Date)

14% 7% 60,000,000 4,200,000 4,200,000 4,200,000 4,200,000 2,100,000 10,785,044 60,000,000 18,900,000

Calculation of PIK up to Conversion Date

Drawdown

+12 Month

+24 Month

+27 Month

Principal

PIK

Accrued PIK with compound interest

Accrued PIK

7% 21% 60,000,000 4,200,000 4,200,000 4,200,000 5,082,000 9,282,000 1,050,000 9,735,044 10,785,044

Between SPV and PAG

Principal outstanding

PIK (amt up to Conversion Date), outstanding

Repayment

Principal

PIK

Interest on Principal + PIK (during Prepayment Period)

20% After Tax Gain

Total

21%

60,000,000 50,000,000 30,000,000 0

10,785,044 8,987,536 5,392,522 0

10,000,000 20,000,000 30,000,000 60,000,000

1,797,507 3,595,015 5,392,522 10,785,044

3,716,215 3,096,846 1,858,107 8,671,168

1,516,625 2,723,565 9,868,568 14,108,758

17,030,347 29,415,425 47,119,197 93,564,969

After Tax Gain Calculation

Conversion Price, assume

Share Converted

Repayment 1: Share Price 1

Repayment 2: Share Price 2

Repayment 3: Share Price 3

US$1.00

60,000,000

US$2.00 US$2.00 US$2.50

Convertible Bondholders’ Total Proceeds

Proceeds (shares)*

Coupon rec’d

Proceeds (warrants)*

Total Proceeds

Prepayment Sharing Triggering Amount

Less: P+I+PIK**

Net Gain

Net Gain Prepayment %

PAG: 20%

SPV: 80%

120,000,000 120,000,000 150,000,000

18,900,000 18,900,000 18,900,000

0 0 0

138,900,000 138,900,000 168,900,000

30 Month 33 Month 36 Month

93,401,259 96,498,104 98,356,212

45,498,741 42,401,896 70,543,788

7,583,124 21,200,948 70,543,788

1,516,625 4,240,190 14,108,758

6,066,499 16,960,758 56,435,031

* For illustrative purpose, Proceeds from shares and warrants exclude brokerage, commission, fees, charges and Taxes which may otherwise be deducted from the Convertible Bondholder’s Total Proceeds pursuant to clause 1.1.20 of the Deed of Undertakings.

** Including Interest on Principal + PIK (during Prepayment Period)

EX-99.9

Exhibit 99.9

[PAG BOND]

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

DEFINITIVE CERTIFICATE

FOR THE GUARANTEED SECURED BONDS

US$60,000,000 CERTIFICATE NUMBER: 001

WILLIS PLUS LIMITED

(incorporated in the British Virgin Islands with limited liability)

US$60,000,000

14 per cent. Guaranteed Secured Bonds due 2017

The Bond or Bonds in respect of which this Certificate is issued are in registered form, without coupons attached and form part of a series designated as specified in the title (the “Bonds”) of Willis Plus Limited (the “Issuer”) unconditionally and irrevocably guaranteed by Mr. Cheng Chung Hing and Mr. Leung Moon Lam (the “Shareholder Guarantors”). The Bonds in respect of which this Certificate is issued are subject to, and have the benefit of, the terms and conditions (the “Conditions”) set out on the reverse hereof, and the deed of guarantee dated [•] 2012 executed by the Shareholder Guarantors, all of which shall be binding on the Issuer, the Shareholder Guarantors, the Bondholders and all persons claiming through them respectively.

The Issuer hereby certifies that PA UNIVERSAL OPPORTUNITY VII LIMITED is, at the date hereof, entered in the register of Bondholders as the holder of Bonds in the principal amount of US$60,000,000 (Sixty million United States dollars). For value received, the Issuer promises to pay the person who appears at the relevant time on the register of Bondholders as holder of the Bonds in respect of which this Certificate is issued such amount or amounts as shall become due in respect of such Bonds and otherwise to comply with the Conditions.

The Bonds constitute direct, unsubordinated, unconditional and secured obligations of the Issuer. The Issuer covenants, and the Shareholder Guarantors have covenanted, with the holders of the Bonds and each of them to duly perform and observe the obligations on its part contained in the Bonds with the intent that the Bonds shall enure for the benefit of all holders of the Bonds, each of whom may sue on its own behalf for the performance or observance of the provisions of the Bonds.

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This Certificate is evidence of entitlement only. Title to the Bonds passes only on due registration on the register of Bondholders and only the duly registered holder is entitled to payments on Bonds in respect of which this Certificate is issued.

This Certificate shall not be valid for any purpose until executed by the Issuer and authenticated by the Registrar.

The Bonds in respect of which this Certificate is issued shall be cancelled upon redemption or repayment of the Bonds in accordance with the Conditions.

This Certificate, is governed by, and shall be construed in accordance with, Hong Kong law.

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In witness whereof the Issuer has caused this Certificate to be executed as a deed poll.

THIS DEED is delivered on                      2012.

The COMMON SEAL of	)
WILLIS PLUS LIMITED	)
was affixed in the presence of:	)

Certificate of Authentication

Certified that the above-named holder is at the date hereof entered into the register of Bondholders as holder of the above mentioned aggregate principal amount of the Bonds and with the above mentioned identification numbers.

BUTTERFIELD FULCRUM GROUP (CAYMAN) LIMITED as Registrar

By:

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TERMS AND CONDITIONS

The issue of the US$60,000,000 aggregate principal amount of 14 per cent. Guaranteed Secured Bonds due 2017 (the “Bonds”) of Willis Plus Limited (the “Issuer”) on [•] 2012 (the “Issue Date”) was authorised by resolutions of the board of directors of the Issuer on 23 July 2012. The Bonds are guaranteed by Mr. Cheng Chung Hing and Mr. Leung Moon Lam (the “Shareholder Guarantors”) pursuant to the Shareholder Deed of Guarantee dated [•] 2012 (the “Shareholder Deed of Guarantee”). The Bondholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of these terms and condition (these “Conditions”). Unless otherwise specified, capitalised terms used in these Conditions have the meanings specified in Condition 18.

1 STATUS AND GUARANTEE

(A) Status

The Bonds constitute direct, unsubordinated, unconditional and secured obligations of the Issuer. The Bonds are secured in the manner set out in Condition 4 and shall at all times rank pari passu and without any preference or priority among themselves and, subject to the provisions of Condition 4(D), rank at least pari passu in priority of payment, with all other present and future direct, unconditional, unsubordinated and unsecured obligations of the Issuer, except any obligation preferred by mandatory provisions of law.

The Bonds will have the benefit of the security described in Condition 4 as security for the Secured Obligations (the “Security”).

(B) Guarantee

The Shareholder Guarantors have unconditionally and irrevocably guaranteed, severally but not jointly on the basis of the Guarantee Proportion, the due payment of all sums expressed to be payable by the Issuer under the Bonds and the performance of all obligations of the Issuer under the Transaction Documents. The Shareholder Guarantors’ obligations in this respect (the “Shareholder Guarantee”) are contained in the Shareholder Deed of Guarantee. The obligations of the Shareholder Guarantors under the Shareholder Guarantee shall, subject to the provisions of Condition 4(D), rank at least pari passu in priority of payment, with all their other respective present and future direct, unconditional, unsubordinated and unsecured obligations, except any obligation preferred by mandatory provisions of law.

(C) Release of Guarantee

A Shareholder Guarantor may be released from the Shareholder Guarantee on the occurrence of the following events:

(i) upon repayment of the Bonds and final and irrevocable discharge and performance of all obligations under the Transaction Documents in full; or

(ii) as provided in the Shareholder Guarantee; or

(iii) upon approval by a resolution of the Majority Bondholders.

2 FORM, DENOMINATION AND TITLE

(A) Form and Denomination

The Bonds are issued in registered form, without coupons attached, in the denomination of US$100,000 each and integral multiples thereof (an “Authorised Denomination”). A bond certificate (each a “Certificate”) will be issued to each Bondholder in respect of its registered holding of Bonds. Each Certificate will be numbered serially with a certificate number which will be recorded on the relevant Certificate and in the register of Bondholders (the “Register”) which the Issuer will procure to be kept by the Registrar in accordance with Condition 3(A).

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(B) Title

Title to the Bonds will pass only by transfer and registration in the Register as described in Condition 3. The holder of any Bond will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, “Bondholder” and (in relation to a Bond) “holder” means the person in whose name a Bond is registered.

3 TRANSFERS OF BONDS; ISSUE OF CERTIFICATES

(A) Register

The Issuer will cause the Register to be kept by Butterfield Fulcrum Group (Cayman) Limited (the “Registrar”) at its specified office outside of Hong Kong and the United Kingdom (currently at Butterfield House, 68 Fort Street, PO Box 609, Grand Cayman KY1-1107, Cayman Islands, and, upon any change to such Registrar or its specified office, the Issuer shall promptly give notice in writing to the Bondholders in accordance with Condition 15 and the term “Registrar” and the “specified office” in respect of the Registrar shall be construed accordingly) on which shall be entered in respect of each holder (a) its name and address; (b) the details of its registered account (as referred to in Condition 7(B)); (c) the telephone and facsimile numbers of the relevant contact persons for such holder; (d) the names of its authorised signatories, and (e) the particulars of the Bonds held by it and the details of all transfers of the Bonds. A Bondholder may change such details by notice to the Issuer. Each Bondholder shall be entitled to receive only one Certificate in respect of its entire holding of Bonds.

The Issuer shall, if so requested by the Bondholder, make available the Register for inspection by any Bondholder at the Issuer’s specified office at all reasonable times, and will permit a Bondholder to take a copy of the same.

For the purposes of these Conditions, “outstanding” means, in relation to the Bonds, all the Bonds issued except (a) those which have been redeemed in accordance with these Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys (including any premium (if any) and any interest payable under these Conditions after the relevant redemption date) are held by the Issuer and remain available for payment following surrender of Certificates in respect of Bonds, (c) those in respect of which claims have become prescribed under Condition 11, (d) those which have been purchased and cancelled as provided in these Conditions, and (e) those mutilated, destroyed or defaced Certificates in respect of the Bonds which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 14; provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Bondholders and (2) determining how many Bonds are outstanding for the purposes of Conditions 10, 12 and 13 and Exhibit D those Bonds which are directly or indirectly held by or on behalf of the Issuer or the Shareholder Guarantors and not yet cancelled shall be deemed not to remain outstanding.

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(B) Transfer

Subject to Conditions 3(E) and 3(F), the Bonds are freely transferable and any transfer of a Bond may be effected in an Authorised Denomination by delivery of the Certificate issued in respect of that Bond, with the form of transfer in the form set out in Exhibit A (the “Form of Transfer”) duly completed and signed by the transferor or its attorney duly authorised in writing, to the specified office of the Issuer (currently at Suite 2208-14, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsim Sha Tsui, Kowloon Hong Kong and, upon any change to its specified office, the Issuer shall promptly give notice in writing to the Bondholders in accordance with Condition 15 and the “specified office” in respect of the Issuer shall be construed accordingly). The Registrar shall promptly register such transfer outside of Hong Kong and the United Kingdom upon compliance with the foregoing provision. No transfer of a Bond will be valid unless and until entered on the Register. A Bond may be registered only in the name of, and transferred only to, a named person (or persons, not exceeding two in number).

(C) Delivery of New Certificates

Each new Certificate to be issued upon a transfer of Bonds will, within five Business Days of receipt by the Issuer of the original Certificate and the Form of Transfer duly completed and signed, be issued at the specified office of the Registrar and made available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, be mailed by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder and at the Issuer’s expense) to the address specified in the Form of Transfer.

Where only some of the Bonds in respect of which a Certificate is issued are to be transferred, redeemed or repurchased, a new Certificate in respect of the Bonds not so transferred, redeemed or repurchased will, within five Business Days of delivery of the original Certificate to the Issuer, be issued at the specified office of the Registrar and made available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, be mailed by uninsured mail at the risk of the holder of the Bonds not so transferred, redeemed or repurchased (but free of charge to the holder and at the Issuer’s expense) to the address of such holder appearing on the Register.

(D) Formalities Free of Charge

Registration of a transfer of Bonds and issuance of new Certificates will be effected without charge by the Issuer, but subject to payment (or the giving of such indemnity as the Issuer or Registrar may reasonably require) in respect of any tax, duties or other governmental charges which may be imposed in relation to such transfer, and the Issuer and Registrar being reasonably satisfied that the regulations concerning transfers of Bonds have been complied with.

(E) Closed Periods

No Bondholder may require the transfer of a Bond to be registered: (i) during the period of seven days ending on (and including) the dates for payment of any principal pursuant to these Conditions; or (ii) after a Put Exercise Notice has been delivered with respect to a Bond pursuant to Condition 7(C); or (iv) during the period of seven days ending on (and including) an Interest Payment Date. Each such period is a “Closed Period”.

(F) Regulations

All transfers of Bonds and entries on the Register will be made subject to the detailed regulations concerning transfer of Bonds scheduled to this Certificate as Exhibit C. A copy of the current regulations will be mailed (free of charge and at the expense of the Issuer) by the Issuer to any Bondholder upon request.

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(G) Definitions

For the purposes of this Condition 3 and Exhibit C, “Business Day” shall mean a day (other than a Saturday or Sunday) on which commercial banks are open for business in the city in which the specified office of the Registrar is located and the city in which the specified office of the Issuer is located.

4 SECURITY, NEGATIVE PLEDGE AND OTHER COVENANTS

(A) Security

As at the Issue Date, the Secured Obligations are secured on a pari passu basis in accordance with, and subject to, the terms of the Security Documents as follows:

(i) a first priority fixed charge on 70% of the issued shares in the capital of the Issuer now and thereafter owned by the Mr. Cheng Chung Hing and in respect of his rights, benefit and title over such shares and all dividends and other income and distributions relating thereto;

(ii) a first priority fixed charge on 30% of the issued shares in the capital of the Issuer now and thereafter owned by the Mr. Leung Moon Lam and in respect of his rights, benefit and title over such shares and all dividends and other income and distributions relating thereto;

(iii) a first priority fixed charge on 72.31% of the shares of Kind United Holdings Limited now and thereafter owned by Kind Far International Limited and in respect of its rights, benefit and title over such shares and all dividends and other income and distributions relating thereto;

(iv) a first priority fixed charge on 27.69% of the shares of Kind United Holdings Limited now and thereafter owned by and Zagat International Limited and in respect of its rights, benefit and title over such shares and all dividends and other income and distributions relating thereto;

(v) a first priority fixed charge on 50.10% of the shares of Kind Far International Limited now and thereafter owned by Mr. Cheng Chung Hing and in respect of his respective rights, benefit and title over such shares and all dividends and other income and distributions relating thereto;

(vi) a first priority fixed charge on 61.15% of the shares of Zagat International Limited now and thereafter owned by Mr. Leung Moon Lam and in respect of his respective rights, benefit and title over such shares and all dividends and other income and distributions relating thereto;

(vii) a first priority fixed charge on 26.56% of the shares of CNR owned by Kind United Holdings Limited and in respect of its rights, benefit and title over such shares and all dividends and other income and distributions relating thereto;

(viii) a first priority fixed charge on all of the Convertible Bonds and the Warrants held by the Issuer and in respect of its rights, benefit and title over such Convertible Bonds and Warrants and all income and distributions relating thereto (including the Conversion Shares and the Exercise Shares);

(ix) a first priority fixed charge over the Issuer’s present and future right, title and interest in and to all of the collateral provided in relation to the Convertible Bonds and the Warrants; and

(x) a first fixed charge over all of the Issuer’s present and future right, title and interest in or to the Charged Account and all amounts (including interest) standing to the credit of the Charged Account, each, as substituted, amended and supplemented from time to time.

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The first priority Security Interests as created over the Collateral under the Security Documents are held for the benefit of the Bondholders pursuant to the terms of the Security Documents.

Each of the Chargors has undertaken that the Collateral shall at all times be, among others, in respect of all of the Capital Stock held by it in the relevant company. Each of the Chargors has undertaken in the relevant Security Document that if there is any event which changes the number of Capital Stock comprising the Collateral (including but not limited to any sub-division, re-organisation, rights issue, bonus issue or other issues of Capital Stock), it shall ensure that all of the Capital Stock held by it in the relevant company remains charged pursuant to the Security Documents. Each of the Chargors will charge in favour of the Bondholders, as a first priority security interest, all additional Capital Stock in the relevant company it may hold or become entitled to arising hereafter.

So long as no Event of Default has occurred, and subject to the terms of the Security Documents, the Chargors will be entitled to exercise any and all voting rights and to receive, retain and use any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of the Capital Stock constituting the Collateral.

The Issuer shall, and shall cause the other Chargors to, execute, file and register such additional documents, instruments, agreements, certificates, assurances and do all such other acts and things (including the payment of all fees, costs and charges) necessary or desirable to effect the delivery, filing and registration of the Security Documents and for the perfection of the Security Interests granted pursuant to the Security Documents, including, without limitation, executing any transfer, conveyance, charge, mortgage, assignment or assurance of the charged shares or assets, making any registration and giving any notice, order or direction, in each case as soon as reasonably practicable and in any event no later than the applicable prescribed statutory time limits.

(B) Enforcement of Security Interests

The first priority Security Interests over the Collateral securing the Secured Obligations are granted to the Bondholders.

The Security Documents provide that, at any time while the Bonds are outstanding, the Bondholders shall have the exclusive right to manage, perform and enforce the terms of the Security Documents relating to the Collateral and to exercise and enforce all privileges, rights and remedies thereunder according to their direction, including to take or retake control or possession of such Collateral and to hold, prepare for sale, process, lease, dispose of or liquidate such Collateral, including, without limitation, following the occurrence of an Event of Default.

The Issuer irrevocably agrees and consents to (i) the creation of Security Interests by the Bondholders over its rights, title and interest present and future in and to the Bonds and (ii) the enforcement of such Security Interests by the beneficiary thereof which may include the sale of the Bonds.

(C) Release of Security Interests

The Security Interests over the Collateral granted under the Security Documents may be released in certain circumstances, including:

(i) the date of final and irrevocable discharge and performance of the Secured Obligations in full; or

(ii) as provided in each respective Security Document; or

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(iii) upon approval by a resolution of the Majority Bondholders.

(D) Issuer Activities

So long as any Bond remains outstanding, the Issuer will not:

(a) undertake any business or operations other than (i) the issue of the Bonds; (ii) the purchase of the Convertible Bonds and the Warrants; and (iii) the entry into related agreements and transactions and performance of any act incidental to or necessary in connection with the issue and operation of the Bonds, the Convertible Bonds and the Warrants or the Transaction Documents, including the conversion of the Convertible Bonds, exercise of the Warrants and sale of Conversion Shares and Exercise Shares;

(b) incur any Financial Indebtedness other than the Bonds;

(c) issue any additional Capital Stock;

(d) pay any dividends, distributions or other payments except for payments due pursuant to the Convertible Bonds and the Warrants;

(e) create or have outstanding any further Security Interest (excluding Security Interests created pursuant to Condition 4(A)) upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Financial Indebtedness, or any guarantee or indemnity in respect of any Financial Indebtedness;

(f) take any action or fail to take any action, if such action or failure to take any action may interfere with the enforcement of any rights under the Bonds or the Transaction Documents or with respect to the property or assets subject to the security in any manner which could materially and adversely affect the interests of the Bondholders;

(g) amend or alter any of the provisions of its constitutive documents,

without the prior approval by resolution of the Majority Bondholders.

(E) Charged Account

The Issuer undertakes to:

(a) maintain the Charged Account at all times; and

(b) deposit all funds received by it in the Charged Account, including all payments received pursuant to the Convertible Bonds, any sale proceeds received from the sale of the Conversion Shares or Exercise Shares or any other amounts received pursuant to any Transaction Document.

So long as any Bond remains outstanding, the Issuer will not:

(a) open or operate any other bank accounts;

(b) make any withdrawal from the Charged Account except for payments made to Bondholders pursuant to these Conditions and the Transaction Documents,

without the prior approval by resolution of the Majority Bondholders.

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(F) Information Rights

So long as any Bond remains outstanding, the Issuer will deliver (at the Issuer’s expense) to the Bondholders in accordance with Condition 15:

(i) all information provided to it by CNR pursuant to the Convertible Bond Conditions;

(ii) as soon as practicable after being so issued, any information issued to shareholders of the Issuer, including, without limitation, every statement of income, balance sheet and cash flow statement (if any);

(iii) within 14 days after any request by any Bondholder, it will send to the Bondholders a certificate signed by two directors of the Issuer confirming (a) no Event of Default had occurred since the date of the last such certificate (or, if none, the Issue Date) or, if a Event of Default had occurred, giving details of it, and such certificate shall, in the absence of manifest error, be conclusive and binding on the Issuer and the Bondholders;

(iv) promptly, any notice, statement or circular issued to the members or creditors (or any class of them) of the Issuer generally in their capacity as such;

(v) subject to applicable law (including US securities law) provide, by such dates as may be required by the Bondholders or their representatives or agents, with any information requested by the Bondholders, or their representatives or agents from time to time to enable the Bondholders to prepare accounts and to satisfy any Taxation or accounting requirements; and

(vi) subject to applicable law (including US securities law), such other information in relation to the Issuer or the Group as any Bondholder should reasonably request.

(G) Use of Proceeds

The Issuer shall use the net proceeds from the issue of the Bonds to fund the subscription price of the Convertible Bonds.

(H) Security

The Issuer shall promptly do whatever the Bondholders require to perfect or protect the Security Documents or the priority of the Security Documents, including, without limitation, executing any transfer, conveyance, charge, mortgage, assignment or assurance of the charged shares or assets, making any registration and giving any notice, order or direction, in each case as soon as reasonably practicable and in any event no later than the applicable prescribed statutory time limits.

(I) Compliance with Laws

The Issuer shall, and shall procure its employees and agents (in the course of discharging their respective duties) to, comply with all applicable laws and regulations, including applicable anti-corruption laws and anti-money laundering and anti-terrorism laws and regulations.

5 INTEREST AND PIK PAYMENTS

(A) Interest

The Bonds bear interest from and including the Issue Date at the rate of 14 per cent. per annum of the principal amount of the Bonds. Interest is payable semi-annually in arrear on [•] and [•] in each year (each an “Interest Payment Date”) commencing on [•] 2012.

Each Bond will cease to bear interest where such Bond is redeemed or repaid pursuant to Condition 7 or Condition 9, from the due date for redemption or repayment thereof unless, upon due presentation thereof, payment of the full amount due is improperly withheld or refused or default is otherwise made in respect of any such payment.

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If interest is required to be calculated for a period of less than one year, it will be calculated on the basis of a 360-day year consisting of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

Interest payable under this Condition 5 will be paid in accordance with Condition 6.

(B) PIK Payments

On the occurrence of a Prepayment Trigger or on the Option Put Date, the Maturity Date or any other date of repayment or redemption of the Bonds (other than any Prepayment Date), the Issuer shall pay a premium on the principal amount of the Bonds so redeemed equal to the aggregate of the following amounts (collectively, the “PIK Payment”):

(a) an amount representing interest accrued from [•] of each year to [•] of the immediately following year or, if earlier, the relevant date of redemption or repayment at the rate of 7 per cent. per annum of the principal amount of the Bonds outstanding. Such amount shall be deemed to be incurred (and cease to accrue interest at the aforesaid rate under this Condition 5(B)(a)) on an annual basis on each anniversary of the Issue Date (each a “PIK Principal Portion”); and

(b) each PIK Principal Portion shall bear interest from the relevant anniversary of the Issue Date on which the relevant PIK Principal Portion is incurred to the relevant date of redemption or repayment of the Bonds at the rate of 21 per cent. per annum compounding on an annual basis.

If premium is required to be calculated for a period of less than one year, it will be calculated on the basis of a 360-day year consisting of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

For the avoidance of doubt, the PIK Payment or any component thereof shall be treated hereunder as a premium on the principal amount of the Bonds, and not interest.

(C) Default

Subject always to Condition 6(F), in such event, interest will continue to accrue on any unpaid sum (including any PIK Payment) in respect of which payment is improperly withheld or default otherwise occurs, at the rate of 3.0 per cent. above the aggregate effective rate of interest set out in Conditions 5(A) and 5(B)(a) (such aggregate effective rate of interest, being 21% per annum) (both before and after judgment) and compounding on a monthly basis, up to but excluding the date on which all sums due in respect of any Bond are received by or on behalf of the relevant holder.

6 PAYMENTS

(A) Principal, interest and premium

Payment of principal, premium (including the PIK Payment) and interest and any other amount due in respect of the Bonds will be made by transfer to the registered account of the Bondholder or by United States dollar cheque drawn on a bank in Hong Kong or New York City mailed to the registered address of the Bondholder if it does not provide a registered account. Payment of principal and premium will only be made after surrender of the relevant Certificate at the specified office of the Issuer.

References in these Conditions to principal in respect of any Bond shall, where the context so permits, be deemed to include a reference to any premium payable thereon.

If an amount which is due on the Bonds is not paid in full, the Registrar will annotate the Register with a record of the amount (if any) in fact paid.

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(B) Registered Accounts

For the purposes of this Condition 6 and Condition 3(A), a Bondholder’s registered account means the US dollar account maintained by or on behalf of it with a bank in Hong Kong or New York City, details of which appear on the Register at the close of business on the second Payment Business Day (as defined below) before the due date for payment, and a Bondholder’s registered address means its address appearing on the Register at that time.

(C) Fiscal Laws

All payments are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment (which for the purpose of these Conditions shall at all times be deemed to be New York City), but without prejudice to the provisions of Condition 8. No commissions or expenses shall be charged to the Bondholders in respect of such payments.

(D) Payment Initiation

Where payment is to be made by transfer to a registered account, payment instructions (for value on the due date or, if that is not a Payment Business Day, for value on the first following day which is a Payment Business Day) will be initiated, and where payment is to be made by cheque, the cheque will be mailed (at the risk and, if mailed at the request of the holder otherwise than by ordinary mail, expense of the holder), on the due date for payment (or, if it is not a Payment Business Day, the immediately following Payment Business Day) or, in the case of payment of principal, if later, on the Payment Business Day on which the relevant Certificate is surrendered at the specified office of the Issuer.

(E) Payment Business Day

In this Condition 6, “Payment Business Day” means a day other than a Saturday or Sunday on which commercial banks are open for business in New York City and the city in which the specified office of the Issuer is located.

(F) Delay In Payment

Bondholders will not be entitled to any interest or other payment (including the PIK Payment) for any delay after the due date in receiving the amount due if the due date is not a Payment Business Day, or if the Bondholder is late in surrendering its Certificate (if required to do so), or if a cheque is mailed in accordance with this Condition.

7 REDEMPTION, PURCHASE AND CANCELLATION

(A) Maturity

Unless previously redeemed or purchased and cancelled as provided herein or the Bonds have already become redeemable pursuant to Condition 7(B), the Issuer will redeem each Bond on [•] 2017 (the “Maturity Date”) at an amount equal to the sum of (i) 100 per cent. of the principal amount outstanding of the Bonds, (ii) interest accrued but unpaid to the Maturity Date and (iii) any PIK Payment accrued to the Maturity Date.

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(B) Redemption at the Option of the Issuer

On the occurrence of a Prepayment Trigger, the Issuer shall redeem the Bonds in whole but not in part at an amount (the “Prepayment Amount”) equal to the sum of (i) 100 per cent. of the principal amount outstanding of the Bonds together with any PIK Payment accrued to the date of the Prepayment Trigger (the “Aggregate Invested Principal”), (ii) interest accrued but unpaid to date of the Prepayment Trigger and (iii) the Return on Invested Principal in respect of each date on which any Prepayment Amount is made (each, a “Prepayment Date”), provided that:

(a) such accrued but unpaid interest shall be payable on the date of the Prepayment Trigger;

(b) the remaining Prepayment Amount can be paid by the Issuer in instalments, up to a maximum of three separate instalments (each separate payment a “Prepayment Instalment”), on different Prepayment Dates; and

(c) the Prepayment Amount must be fully paid, and all outstanding Bonds redeemed, within 12 months of the date of the Prepayment Trigger.

The Issuer shall give not less than 30 days’ written notice to the Bondholders (which notice will be irrevocable) (a “Prepayment Instalment Notice”) of any payment pursuant to this Condition 7(C). Each Prepayment Instalment Notice shall, in respect of each Prepayment Instalment, set out the relevant Prepayment Date, the total amount of the Prepayment Instalment to be paid, the relevant Aggregate Invested Principal to be redeemed, the relevant amount of interest under Condition 5(A) attributable to the principal amount of the Bonds to be redeemed, the relevant amount of Return on Invested Principal in respect of such Prepayment Date and such other information as reasonably required by the Bondholders. A Prepayment Date once prescribed by the Issuer shall be binding and irrevocable. In the absence of any Prepayment Instalment Notice delivered in accordance with this Condition 7(C), the Issuer shall pay the entire Prepayment Amount on the day falling 12 months from the date of the Prepayment Trigger and such day shall be deemed to a Prepayment Date.

In the case of a redemption of some only of the Bonds on a Prepayment Date, such redemption shall be made rateably and equally as between the Bondholders or as otherwise directed by them.

(C) Redemption at the Option of Bondholders

Unless the Bonds have already become redeemable pursuant to Condition 7(B), the holder of each Bond will have the right at such holder’s option, to require the Issuer to redeem all and not some only of such holder’s Bonds on [•] 2015 (the “Option Put Date”) at an amount equal to the sum of (i) 100 per cent. of the principal amount outstanding of the Bonds to be repaid, (ii) interest accrued but unpaid to the Option Put Date and (iii) any PIK Payment accrued to the Option Put Date. To exercise such right, the holder of the relevant Bond must deliver the Certificate representing such Bond to the specified office of the Issuer together with a duly completed and signed notice of redemption, in the form scheduled to this Certificate as Exhibit B (a “Put Exercise Notice”), not earlier than 60 days, but not less than 45 days prior to the Option Put Date. A Put Exercise Notice, once delivered, shall be irrevocable and may not be withdrawn without the Issuer’s consent. The Issuer shall redeem the Bonds the subject of the Put Exercise Notice (subject to delivery of the relevant Certificate as aforesaid) on the Option Put Date.

(D) Purchase

The Issuer or the Shareholder Guarantors may at any time and from time to time purchase Bonds at any price in the open market or otherwise.

(E) Cancellation

All Bonds which are redeemed or purchased by the Issuer or the Shareholder Guarantors will forthwith be cancelled. Certificates in respect of all Bonds cancelled will be forwarded to or to the order of the Registrar for destruction and such Bonds may not be reissued or resold.

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(F) Multiple Notices

If more than one notice of redemption is given pursuant to this Condition, the first in time shall prevail.

8 TAXATION

All payments made by or on behalf of the Issuer or the Shareholder Guarantors under or in respect of principal, premium or interest under the Bonds or the Shareholder Guarantee shall be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, withheld or assessed by or on behalf of the British Virgin Islands, Hong Kong, the United States or any authority thereof or therein having power to tax (each a “Relevant Jurisdiction”), unless deduction or withholding of such taxes, duties, assessments or governmental charges is compelled by law. In such event, the Issuer or the relevant Shareholder Guarantor, as the case may be, will pay such additional amounts (the “Additional Tax Amounts”) as will result in the receipt by the Bondholders of such amounts as would have been received by them had no such deduction or withholding been required, except that no Additional Tax Amounts shall be payable in respect of any Bond:

(i) to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of his having some connection with the Relevant Jurisdiction otherwise than merely by holding the Bond or by the receipt of amounts in respect of the Bond; or

(ii) (in the case of a payment of principal) if the Certificate in respect of such Bond is surrendered more than 30 days after the relevant date except to the extent that the holder would have been entitled to such additional amount on surrendering the relevant Certificate for payment on the last day of such period of 30 days.

For the purposes of this Condition 8, “relevant date” means whichever is the later of (a) the date on which such payment first becomes due and (b) if the full amount payable has not been received by the Bondholders on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Bondholders and cheques despatched or payment made.

References in these Conditions to principal, premium (if any) and interest (if any) shall be deemed also to refer to any additional amounts which may be payable under this Condition.

If the Issuer or any of the Shareholder Guarantors becomes subject generally to the taxing jurisdiction of a territory or a taxing authority of or in that territory with power to tax other than or in addition to the British Virgin Islands, Hong Kong, the United States or any such authority of or in such territory then the Issuer will (unless the Majority Bondholders otherwise agree) give the Bondholders an undertaking satisfactory to the Majority Bondholders (acting reasonably) in terms corresponding to the terms of this Condition 9 with the substitution for, or (as the case may require) the addition to, the references in this Condition 9 to the British Virgin Islands, Hong Kong, the United States or of references to that other or additional territory or authority to whose taxing jurisdiction the Issuer or the Shareholder Guarantors have become so subject. In such event this Condition 8 and the Bonds will be read accordingly.

9 EVENTS OF DEFAULT

(A) Events of Default

If any of the following events (each an “Event of Default”) occurs, the Majority Bondholders at their discretion may give notice to the Issuer that the Bonds are, and they shall immediately become, due and repayable at an amount equal to the sum of (i) 100 per cent. of the principal amount outstanding of the Bonds to be repaid, (ii) interest accrued but unpaid to the date of repayment and (iii) any PIK Payment accrued to the date of repayment if:

(i) Non-Payment: a default is made in the payment of any principal, interest, premium (if any) (including any Prepayment Instalment or Prepayment Amount in accordance with these Conditions) due in respect of the Bonds which amount is not remedied within 5 days; or

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(ii) Breach of Other Obligations: the Issuer or any Shareholder Guarantor does not perform or comply, in a material respect, with any one or more of its other representations, warranties, undertakings and agreements contained in the Bonds (including, without limitation, Condition 4) or the other Transaction Documents, which is not remedied within 5 days; or

(iii) Default of Convertible Bonds: an “Event of Default” as described in Condition 10 of the Convertible Bond Terms occurs; or

(iv) Change of Control: a Change of Control occurs; or

(v) Cross-Default: (a) any other present or future indebtedness (whether actual or contingent) of the Issuer or any Shareholder Guarantor for or in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (b) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (c) the Issuer or any Shareholder Guarantor fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 10(v) have occurred and are continuing which equals or exceeds RMB30,000,000 or its Equivalent Amount on the day on which such indebtedness becomes due and payable or is not paid or any such amount becomes due and payable or is not paid under any such guarantee or indemnity; or

(vi) Enforcement Proceedings and Security Enforced: (a) a distress, attachment, execution, seizure before judgment or other legal process is levied, enforced or sued out on or against any material part of the property, assets or revenues of the Issuer or any Shareholder Guarantor or (b): any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any Shareholder Guarantor becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person) and in each case which results in a Material Adverse Change; or

(vii) Winding-up: an order is made or an effective resolution passed for the winding-up or judicial management or dissolution or administration of the Issuer, or the Issuer ceases or threatens to cease to carry on all or a material part of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by a resolution of the Majority Bondholders; or

(viii) Insolvency: the Issuer or any Shareholder Guarantor is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any substantial part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer or any Shareholder Guarantor; or if an administrator or liquidator of the Issuer or any Shareholder Guarantor or the whole or any material part of the assets and revenues of the Issuer or any Shareholder Guarantor is appointed (or application for any such appointment is made); or

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(ix) Nationalisation or Compulsory Acquisition: any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Issuer or any Shareholder Guarantor and which results in a Material Adverse Change; or

(x) Authorisation and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (a) to enable the Issuer or any Shareholder Guarantor lawfully to enter into, exercise their respective rights and perform and comply with their respective obligations under the Bonds, the Shareholder Guarantee or the other Transaction Documents and (b) to ensure that those obligations are legally binding and enforceable, is not taken, fulfilled or done, and in each case which results in a Material Adverse Change; or

(xi) Illegality: it is or will become unlawful for the Issuer or any Shareholder Guarantor to perform or comply with any one or more of its obligations under any of the Bonds, the Shareholder Guarantee or the Transaction Documents and which results in a Material Adverse Change; or

(xii) Guarantee and Security: any Shareholder Guarantor denies or disaffirms its obligations under the Shareholder Guarantee or any obligor denies or disaffirms its obligations under any Security Document or, other than in accordance with the Shareholder Guarantee or Security Documents, the Shareholder Guarantee or any Security Document ceases to be or is not in full force and effect or the Bondholders cease to have a first priority security interest in the Collateral.

If a Default occurs, the Issuer shall notify the Bondholders as soon as reasonably practicable in accordance with Condition 15.

10 PRESCRIPTION

Claims in respect of amounts due in respect of the Bonds will become prescribed unless made within 10 years (in the case of principal and premium (if any)) and five years (in the case of interest) from the Relevant Date. “Relevant Date” in respect of any Bond means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is received by or on behalf of the relevant holder.

11 ENFORCEMENT

At any time after the Bonds have become due and repayable, Majority Bondholders may, at their sole discretion and without further notice, take such actions or proceedings against the Issuer as they may think fit to enforce repayment of the Bonds and to enforce the provisions of the Bonds, the Transaction Documents and the Security Documents. The Majority Bondholders shall not be required to have regard to the interests of the Bondholders as a class and shall not have regard to the consequences of such exercise for individual Bondholders. No individual Bondholder may proceed directly against the Issuer unless they have received the prior written consent of the Majority Bondholders.

12 BONDHOLDERS’ RESOLUTIONS AND MODIFICATION

(A) Bondholder Actions

The Issuer may at any time and shall at the request in writing of persons holding not less than 20 per cent. of the principal amount of the Bonds outstanding at any time convene a meeting of the Bondholders by giving not less than fourteen (14) days’ notice (exclusive of the day on which the notice is given and the day on which the meeting is held) thereof to Bondholders which notice shall specify the date, time and place of the meeting and shall specify the nature of the resolutions to be proposed. Such meeting shall have power by a resolution passed by the Majority Bondholders to,

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among other things, sanction any modification or compromise or agreement or any arrangement in respect of the rights of the Bondholders against the Issuer, the exchange of the Bonds for or the conversion of the Bonds into obligations or securities of any other company, to do anything required to be done by resolution or to assent to any modification or abrogation of the provisions of the Bonds or to modify or cancel the Shareholder Guarantee.

A written resolution signed by the Majority Bondholders shall be as valid and effective as if it had been passed at a meeting of the Bondholders duly convened and held.

All resolutions passed at any meeting or resolutions by way of written resolutions or any actions taken by the Majority Bondholders shall be binding on all Bondholders, whether or not they are present or represented at the meeting.

The provisions governing the conduct of meetings are as set out in Exhibit E hereto.

(B) Amendment

Subject to, and in compliance with, these Conditions, any modification or amendment to the Bonds, or any waiver or authorisation of any breach by the Issuer of the Bonds may only be effected after being sanctioned by a resolution of the Majority Bondholders (by way of meeting or in writing).

(C) Notice

In the event of the passing of a resolution in accordance with Condition 13(A) or a modification, waiver or authorisation in accordance with Condition 13(B), the Issuer will procure that the Bondholders be notified of the same in accordance with Condition 15, as soon as practicable thereafter.

13 REPLACEMENT OF CERTIFICATES

If any Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Registrar and made available for collection at the specified office of the Issuer, subject to all applicable laws, upon payment by the claimant of the expenses as may be incurred in connection with such replacement and on such terms as to evidence and indemnity as the Issuer and the Registrar may reasonably require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

14 NOTICES

(A) To Bondholders

All notices to Bondholders shall be validly given if mailed or faxed to them at their respective addresses in the Register. Any such notice shall be deemed to have been given on the seventh day after being mailed or, in the case of a facsimile, upon receipt of a successful transmission report.

(B) To the Issuer and/or the Shareholder Guarantors

Any notice to be given to the Issuer and/or the Shareholder Guarantors shall be given by post or courier or fax to:

Suite 2208-14, 22/F Sun Life Tower

The Gateway

15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Fax no.: (852) 2317 5372

Attention: Claudia Lee

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and shall be deemed delivered, in the case of a notice sent by post, on the seventh day in Hong Kong after posting, in the case of a notice sent by courier, at the time of deliver, in the case of a notice sent by fax, upon receipt of a successful transmission report.

15 MISCELLANEOUS

(A) Agents

The initial Registrar is Butterfield Fulcrum Group (Cayman) Limited at its current specified office at Butterfield House, 68 Fort Street, PO Box 609, Grand Cayman KY1-1107, Cayman Islands. The Issuer reserves the right at any time, with the prior written approval of the Majority Bondholders, to vary or terminate the appointment of any Registrar and appoint a replacement Registrar provided that it will maintain a Registrar with a specified office outside of Hong Kong and the United Kingdom. Notice of any change in the Registrar or its specified office will promptly be given to the Bondholders.

(B) No waiver of Bondholder’s rights

No omission or delay by the Bondholders in exercising any rights under the Bonds shall operate as a waiver, and the single or partial exercise of any such right or rights shall not preclude any other further exercise of such right or rights.

(C) Headings and Condition References and Schedules

Condition headings in these Conditions are included for convenience of reference only and shall not constitute a part of the Bonds for any other purpose. The Exhibits to this Certificate form part of this Certificate and shall be read accordingly.

(D) Time of the Essence

Time shall be of the essence of these Bonds both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the Parties.

(E) Construction of Certain References

References to:

(i) costs, charges or expenses include any withholding, value added, turnover or similar tax charged in respect thereof;

(ii) a contract or document is to that contract or document as amended, novated, supplemented, restated or replaced from time to time;

(iii) any person shall include its successors in title, permitted assigns and permitted transferees;

(iv) any statute or statutory provision or stock exchange listing rules include: (a) that statute or provision or listing rules as from time to time modified, re-enacted or consolidated whether before or after the Issue Date; (b) any past statute or statutory provision or listing rules (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and (c) any subordinate legislation made from time to time under that statute or statutory provision; and

(v) an action, remedy or method of judicial proceedings for the enforcement of rights of creditors include references to the action, remedy or method of judicial proceedings in jurisdictions other than England as shall most nearly approximate thereto.

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(F) Currency of Account and Payment

US dollars is the sole currency of account and payment for all sums payable by the Issuer and/or the Shareholder Guarantors under or in connection with the Bonds or the Shareholder Guarantee including damages.

16 GOVERNING LAW AND JURISDICTION

(A) Governing Law

The Bonds and the Shareholder Guarantee are governed by and shall be construed in accordance with Hong Kong law.

(B) Jurisdiction

The courts of Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Bonds or the Shareholder Guarantee and accordingly any legal action or proceedings arising out of or in connection with this Certificate or the Shareholder Guarantee (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits, and each of the Shareholder Guarantors has irrevocably submitted, to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of the Bondholders and shall not limit the right of the Bondholders to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

(C) Process

The Issuer agrees, and each of the Shareholder Guarantors has agreed, that the process by which any legal proceedings in Hong Kong are begun may be served on it by being delivered to it at its principal place of business in Hong Kong, currently at Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Hong Kong. If the Issuer or any of the Shareholder Guarantors ceases to have an agent to accept service of process in Hong Kong, it shall forthwith appoint a further agent in Hong Kong to accept service of process on its behalf in Hong Kong and notify the Bondholders of such appointment, and, failing such appointment within fifteen days, any Bondholder shall be entitled to appoint such a person by notice to the Issuer or the relevant Guarantor (as the case may be) and the other Bondholders (at the Issuer’s or the relevant Guarantor’s expense, as the case may be). Nothing in this Condition 17(C) shall affect the right to serve process in any other manner permitted by law.

17 DEFINITIONS

For the purposes of these Conditions:

“Affiliate” means, (a) with respect to any party, any company which is a Subsidiary, or a holding company of that party, or any Subsidiary of any such holding company, or which it directly or indirectly Controls, is Controlled by or under direct or indirect Control with such party or company; and (b) with respect to the initial Bondholder only, those persons referred to in (a) above together with any fund or person advised or managed by Pacific Alliance Investment Management Limited (or its successor) or Pacific Alliance Investment Management (HK) Limited (or its successor);

“Authorised Denomination” has the meaning given to that term in Condition 2(A);

“Bondholders” has the meaning given to that term in Condition 2(B);

“Bonds” has the meaning given to that term in the recitals to these Conditions;

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“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all classes of partnership interests in a partnership, any and all membership interests in a limited liability company, any and all other equivalent ownership interests and any and all warrants, rights or options to purchase any of the foregoing;

“Certificates” has the meaning given to that term in Condition 2(A);

“Change of Control” means the occurrence of one or more of the following events:

(i) the merger, amalgamation, or consolidation of CNR with or into another Person (other than one or more Permitted Holders) or the merger or amalgamation of another Person (other than one or more Permitted Holders) with or into CNR, or the sale of all or substantially all the assets of CNR to another Person;

(ii) Mr. Cheng Chung Hing and his Affiliates ceases at any time and for any reason to collectively be the largest single holder of Voting Rights of CNR or Mr. Cheng Chung Hing ceases at any time and for any reason to be a director of CNR

(iii) Mr. Leung Moon Lam and his Affiliates ceases at any time and for any reason to collectively hold at least 5% of the Voting Rights of CNR; or

(iv) individuals who on the Issue Date constituted the board of directors of CNR, together with any new directors whose election by the board of directors was approved by a vote of at least two-thirds of the directors then still in office who were either directors or whose election was previously so approved, cease for any reason to constitute a majority of the board of directors of CNR then in office;

“Charged Account” means the Issuer’s account held with The Hongkong and Shanghai Banking Corporation (Account name: Willis Plus Limited, Account number: 033-193038-838);

“Chargors” means, collectively, the Shareholder Guarantors, Kind United Holdings Ltd. and the Issuer;

“CNR” means China Metro-Rural Holdings Limited;

“Collateral” means all collateral securing, or purported to be securing, directly or indirectly, the Bonds or the Shareholder Guarantee pursuant to the Security Documents;

“Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of share capital, possession of voting rights, by contract or otherwise, and “Controller”, “Controlled”, “Controlling” and “Controls” shall be construed accordingly;

“Conversion Shares” means ordinary shares of CNR issued upon conversion of the Convertible Bonds pursuant to the Convertible Bond Conditions;

“Convertible Bond” means the 14 per cent. Guaranteed Secured Convertible Bonds due 2017 issued by CNR on or about the issue date of the Bonds;

“Convertible Bond Conditions” means the terms and conditions of the Convertible Bonds;

“Deed of Undertakings” means the Deed of Undertakings entered into between the Issuer, the Major Shareholders and the initial Bondholder dated [•] 2012;

“Default” means an Event of Default or an event or circumstance which could with the giving of notice, lapse of time and/or issue of a certificate become an Event of Default;

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“Equivalent Amount” means in an amount in any other currency as reasonably determined by the Issuer (and failing which the Majority Bondholders) on the basis of the middle spot rate for US dollars against the relevant currency as quoted by any leading bank at or around 11:00 a.m. (New York City time) on the day immediately prior to the relevant time for determination;

“Event of Default” has the meaning given to that term in Condition 9(A);

“Exercise Shares” means ordinary shares of CNR issued upon the exercise of the Warrants pursuant to the Warrant Instrument;

“Financial Indebtedness” means any indebtedness for or in respect of:

(i) moneys borrowed;

(ii) any amount raised by acceptance under any acceptance credit facility;

(iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(iv) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;

(v) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(vi) any amount raised under any other financing transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(vii) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution other than guarantees given in respect of mortgage applications by customers of the Group provided in the usual and ordinary course of business; and

(viii) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above of this definition,

and when calculating Financial Indebtedness, no liability shall be taken into account more than once;

“Group” means CNR and its Subsidiaries from time to time;

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;

“IFRS” means the International Financial Reporting Standards, as amended from time to time;

“Interest Payment Date” has the meaning given to that term in Condition 5(A);

“Interest Period” means the period beginning on and including the Issue Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date;

“Issue Date” has the meaning given to that term in the recitals to these Conditions;

“Issuer” has the meaning given to that term in the recitals to these Conditions;

“Majority Bondholders” means, at any time, any one or more holders holding Bonds or being proxies or representatives in respect of Bonds and representing, in the aggregate, more than 50 per cent. of the aggregate principal amount of all Bonds then outstanding;

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“Material Adverse Change” means any material adverse change which occurs in relation to the Issuer or any Subsidiary which has or, is likely to have, a material adverse effect on the condition (financial or otherwise), prospects, results of operations, general affairs or assets of the Issuer or the Group (taken as a whole), or which materially and adversely affects the ability of the Issuer or any Shareholder Guarantor to perform any of its material obligations under the Transaction Documents;

“Maturity Date” has the meaning given to that term in Condition 7(A);

“Option Put Date” has the meaning given to that term in Condition 7(C);

“Permitted Holders” means any or all of the following:

(i) the Shareholder Guarantors; and

(ii) any Affiliate (other than an Affiliate as defined in clause (ii) or (iii) of the definition of Affiliate) of a Shareholder Guarantor;

“person” or “Person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity);

“PIK Payment” has the meaning given to it in Condition 5;

“PIK Principal Portion” has the meaning given to it in Condition 5;

“Prepaid Amount” means, in respect of each Prepayment Date, any principal amount of the Bonds and PIK Payment (as specified in the relevant Prepayment Instalment Notice) paid in accordance with the Terms and Conditions and which has been received by the Investor; and

“Prepayment Amount” has the meaning given to it in Condition 7(B);

“Prepayment Date” has the meaning given to it in Condition 7(B);

“Prepayment Instalment” has the meaning given to it in Condition 7(B);

“Prepayment Instalment Notice” has the meaning given to it in Condition 7(B);

“Prepayment Trigger” means the full conversion by the Issuer of all Convertible Bonds pursuant to the Convertible Bond Conditions.

“Put Exercise Notice” means a duly completed and signed notice of redemption, in the form for the time being current, obtainable from the specified office of the Issuer;

“Register” has the meaning given to it in Condition 2(A);

“Registrar” has the meaning given to it in Condition 3(A);

“Return on Invested Principal” means:

(i) in respect of the first Prepayment Date, an amount (the “First Return on Invested Principal”) (expressed in US dollars) equal to the interest that would accrue on the Aggregate Invested Principal at a rate of 21% per annum for the period from the date of the Prepayment Trigger to the first Prepayment Date;

(ii) in respect of the second Prepayment Date (if any), an amount (expressed in US dollars) equal to the sum of (a) the First Return on Invested Principal and (b) the amount of interest that accrues on the Aggregate Invested Principal (net of any Prepaid Amount paid in respect of the First Prepayment Date) at a rate of 21% per annum for the period from the First Prepayment Date to the Second Prepayment Date (the “Second Return on Invested Principal”); and

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(iii) in respect of the Third Prepayment Date (if any), an amount (expressed in US dollars) equal to the sum of:

(a) the First Return on Invested Principal;

(b) the Second Return on Invested Principal; and

(c) the amount of interest that accrues on the Aggregate Invested Principal (net of any Prepaid Amount paid in respect of the First Prepayment Date and the Second Prepayment Date) at a rate of 21% per annum for the period from the Second Prepayment Date to the Third Prepayment Date,

and, if any interest is required to be calculated for a period of less than one year, it will be calculated on the basis of a 360-day year consisting of twelve months of 30 days each and, in the case of an incomplete month, the number of days elapsed;

“Secured Obligations” means the payment and other obligations of the Issuer in connection with the Transaction Documents and the Shareholder Guarantors’ obligations in connection with the Shareholder Guarantee;

“Security Documents” means, collectively, the security documents and any other agreements or instruments from time to time that may evidence or create any Security in favour of the Bondholders in any or all of the Collateral;

“Security Interest” means any mortgage, charge, lien, pledge, encumbrance, or other security interest of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to create any mortgage, charge, lien, pledge, security interest, easement or encumbrance of any kind);

“Shareholder Deed of Guarantee” has the meaning given to it in the recitals to these Conditions;

“Shareholder Guarantee” has the meaning given to it in Condition 1(B);

“Shareholder Guarantors” has the meaning given to it in the recitals to these Conditions;

“Subscription Agreement” means the subscription agreement dated [•] 2012 entered into by the Issuer and the investor named therein;

“Subsidiary” of any person means (a) any company or other business entity of which that person owns and controls (either directly or through one or more other Subsidiaries) more than 50 per cent. of the issued share capital or other ownership interest having ordinary voting power to elect directors, managers or trustees of such company or other business entity, or (b) any company or other business entity which at any time has its accounts consolidated with those of that person or which, under the law, regulations or generally accepted accounting principles of the jurisdiction of incorporation of such person from time to time, should have its accounts consolidated with those of that person;

“Taxation” includes all present and future tax, levy, impost, duty or other charge, fee, deduction or withholding of a similar nature (including any penalty or interest payable in connection with the failure to pay, or delay in paying, any of those);

“Transaction Documents” means the Bonds, these Conditions, the Shareholder Deed of Guarantee, the Subscription Agreement , the Deed of Undertakings and the Security Documents;

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“US$” or “US dollars” means United States dollars, the lawful currency of the United States of America;

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person;

“Warrant Instrument” means the instrument relating to the Warrants dated [•] 2012 entered into by CNR; and

“Warrants” means the 6,000,000 warrants issued by CNR on or about the issue date of the Bonds pursuant to the Warrant Instrument exercisable into 6,000,000 Exercise Shares.

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EXHIBIT A

FORM OF TRANSFER

TRANSFER NOTICE

Willis Plus Limited

US$60,000,000 14 per cent. Guaranteed Secured Bonds due 2017

1. FOR VALUE RECEIVED the undersigned hereby transfers to

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE AND THE OTHER DETAILS REQUIRED UNDER CONDITION 3(A))

US$[•] ([•]United States dollars) principal amount of the [•] per cent. Guaranteed Secured Bonds due 2017 in respect of which this Certificate (Certificate No.: [•]) is issued, and all rights in respect thereof.

2. All payments in respect of the Bonds hereby transferred are to be made (unless otherwise instructed by the transferee) to the following account:

Name of bank :

US$ account number :

For the account of :

3. The transferor hereby requests that a Certificate evidencing the Bonds not so transferred be issued in its name and be made available for collection at the specified office of the Issuer/ despatched (at its risk) to the person whose name and address is given below and in the manner specified below in accordance with Condition 3(A).

Name:                                                                                                            

Address:                                                                                                        

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Dated:

Certifying Signature of transferor	Certifying Signature of transferee
Name:	Name:

Notes:

(a) A representative of the holder of the Bonds should state the capacity in which he signs, e.g. executor.

(b) The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a notary public or in such other manner as the Issuer may require.

(c) This form of transfer should be dated as of the date it is deposited with the Issuer.

(d) Transfers of the Bonds are subject to the restrictions set out in Condition 3 and Exhibit D.

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EXHIBIT B

FORM OF PUT NOTICE

PUT EXERCISE NOTICE

Willis Plus Limited

US$60,000,000 14 per cent. Guaranteed Secured Bonds due 2017

By depositing this duly completed Put Exercise Notice at the specified office of Willis Plus Limited (the “Issuer”) for the Bonds described above (the “Bonds”) the undersigned holder of such of the Bonds as are represented by the Certificate that is surrendered with this Put Exercise Notice and referred to below irrevocably exercises its option to have such Bonds, or the principal amount of Bonds specified below redeemed on [Specify Optional Put Date] under Condition 8(B) of the Bonds.

This Put Exercise Notice relates to Bonds in the aggregate principal amount of US$[•], bearing the following certificate numbers:

Payment Instructions

Please make payment in respect of the above Bonds as follows:

*(a) by transfer to the registered account of the holder appearing in the Register.

*(b) by transfer to the following US dollar account in Hong Kong or New York City:

Bank:                                                                                                               

Address:                                                                                                        

Bank Code (SWIFT/ABAN/etc.):                                                        

Account no:                                                                                                  

Accountholder:                                                                                           

* Delete as appropriate

Name:	Date:
Address:
Signature:

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EXHIBIT C

REGULATIONS CONCERNING THE TRANSFER AND REGISTRATION OF THE

BONDS

1 Each Bond shall be in the denomination of US$100,000. Certificates, each evidencing entitlement to one or more Bonds, shall be issued in accordance with the Conditions.

2 The Bonds are transferable by execution of the Form of Transfer on each Certificate endorsed under (a) the hand of the transferor or, where the transferor is a corporation, under its common seal or under the hand of a director or a duly authorised officer in writing, and (b) the hand of the transferee or, where the transferee is a corporation, under its common seal or under the hand of a director or a duly authorised officer in writing. In this Exhibit “transferor” shall where the context permits or requires include joint transferors and be construed accordingly.

3 The Certificate issued in respect of the Bond to be transferred must be delivered for registration to the office of the Issuer accompanied by such other evidence (including certificates and/or legal opinions) as the Issuer or the Registrar may reasonably require to prove the title of the transferor or his right to transfer the Bond and his identity and, if the Form of Transfer is executed by some other person on his behalf or in the case of the execution of a Form of Transfer on behalf of a corporation by its officers, the authority of that person or those persons to do so. The signature of the person effecting a transfer of a Bond shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Issuer or the Registrar may reasonably require.

4 The executors or administrators of a deceased holder of Bonds (not being one of several joint holders) and, in the case of the death of one or more of joint holders, the survivor or survivors of such joint holders, shall be the only persons recognised by the Issuer and the Registrar as having any title to such Bonds.

5 Any person becoming entitled to Bonds in consequence of the death or bankruptcy of the holder of such Bonds may, upon producing such evidence that he holds the position in respect of which he proposes to act under this paragraph or of his title as the Issuer or the Registrar shall reasonably require (including certificates and/or legal opinions), be registered himself as the holder of such Bonds or, subject to the preceding paragraphs as to transfer, may transfer such Bonds. The Issuer or the Registrar may retain any amount payable upon the Bonds to which any person is so entitled until such person shall be so registered or shall duly transfer the Bonds.

6 Unless otherwise requested by him and agreed by the Issuer, a holder of Bonds shall be entitled to receive only one Certificate in respect of his holding.

7 The joint holders of a Bond shall be entitled to one Certificate only in respect of their joint holding which shall, except where they otherwise direct, be delivered to the joint holder whose name appears first in the Register in respect of the joint holding.

8 The Issuer and the Registrar shall make no charge to the holders for the registration of any holding of Bonds or any transfer of Bonds or for the issue of any Certificates or for the delivery of Certificates at the specified office of the Issuer or by uninsured post to the address specified by the holder. If any holder entitled to receive a Certificate wishes to have it delivered to him otherwise than at the specified office of the Issuer, such delivery shall be made upon his written request to the Issuer, at his risk and (except where sent by uninsured post to the address specified by the holder) at his expense.

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9 The Registrar will within three Business Days of receipt by the Issuer of the original certificate and the Form of Transfer duly completed and signed effect a transfer of the relevant Bonds and (a) make available for collection at the specified office of the Issuer or, if so requested in the Form of Transfer, despatch by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder and at the Issuer’s expense) to such address specified in the Form of Transfer, a new Certificate to the transferee in respect of the Bond or Bonds transferred and (b) in the case of a transfer or exercise of fewer than all the Bonds in respect of which a Certificate is issued, a new Certificate in respect of the Bonds not transferred or exercised will be made available for collection at the specified office of the Issuer or despatch by uninsured mail at the risk of the holder entitled to the Bonds (but free of charge to the holder and at the Issuer’s expense) to the address of such holder appearing on the Register.

10 Notwithstanding any other provisions of this Certificate, the Issuer shall register the transfer of any Bond only upon presentation of an executed and duly completed Form of Transfer substantially in the form set forth in Exhibit A together with any other documents thereby required pursuant to Condition 3.

11 The Issuer may promulgate any other regulations (including amending these regulations) that it may deem reasonably necessary for the registration and transfer of the Bonds.

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EXHIBIT D

PROVISIONS GOVERNING BONDHOLDER MEETINGS

(A) Poll

On a poll each Bondholder, proxy or representative will have a vote in respect of each Bond held or for which it is a proxy or representative. All votes will be conducted by poll.

(B) Conduct and Quorum

Any meeting of the Bondholders shall (subject to the provisions of this Exhibit and Condition 13) be convened, conducted and held in all respects as near as possible in the same way as shall be provided by the bye-laws for the time being of the Issuer with regard to general meetings of the Issuer provided that no member of the Issuer not being a director or officer of the Issuer shall be entitled to notice thereof or to attend thereat unless he is also a Bondholder and that the quorum at any such meeting shall be persons holding or representing by proxy or representative more than 50 per cent. of the principal amount of the Bonds for the time being outstanding. In the event of any conflict between the bye-laws of the Issuer for the time being and Condition 13 and this Exhibit, the Conditions and this Exhibit shall prevail.

(C) Proxies

Any Bondholder shall be permitted to appoint a proxy to represent him at any Bondholders’ meeting held in accordance with this Instrument. A proxy need not be a Bondholder and need not be a member of the Issuer. Any Bondholder wishing to appoint a proxy must deliver to the specified office of the Issuer a notice in writing signed by the Bondholder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation stating that the Bondholder desires to appoint a proxy to represent the Bondholder at the meeting. The notice shall state the name of the proxy and the notice will only be valid if delivered to the specified office of the Issuer at least 48 hours prior to the time appointed for the commencement of the meeting. A validly appointed proxy shall have the right to vote on a resolution or act on his or its behalf in connection with any meeting or proposed meeting. A holder of a Bond which is a corporation may by delivering to the specified office of the Issuer not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body in English authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of Bondholders.

A proxy or representative so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with any meeting or proposed meeting of Bondholders specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bond shall be deemed for such purposes not to be the holder.

(D) Adjournments

If within a quarter of an hour after the time appointed for any meeting of Bondholders a quorum as set out in paragraph (B) above is not present the meeting shall stand adjourned to such day (not being less than fourteen (14) or more than twenty-eight (28) days after the date of the meeting from which such adjournment takes place) and time and place as the chairman of the meeting may determine and at the adjourned meeting the Bondholders present (whatever the amount held or represented by them) shall form a quorum. Notice of an adjourned meeting shall be given in like manner as for the original meeting and such notice shall state that the Bondholders present at such meeting whatever their number or the Bonds held or represented by them will constitute a quorum for all purposes.

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The chairman of the meeting may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place but no business shall be transacted at an adjourned meeting which may not lawfully have been transacted at the meeting from which the adjournment took place.

The chairman shall be selected by the Issuer, failing whom the Majority Bondholders (on behalf of all Bondholders) shall be entitled to elect a chairman (who need not be a Bondholder).

The following shall be entitled to attend and vote at any meeting of Bondholders

(a) Bondholders, proxies and representatives.

The following shall be entitled to attend any meeting of the Bondholders

(a) Representatives of the Issuer and the Shareholder Guarantors;

(b) The Issuer’s and the Shareholder Guarantors’ legal and financial advisers.

(E) Written Resolutions

A resolution in writing signed by or on behalf of the Majority Bondholders who for the time being are entitled to receive notice of a meeting in accordance with these provisions shall for all purposes be as valid as a resolution passed at a meeting of Bondholders convened and held in accordance with these provisions. Such resolution in writing may be in one document or several documents in like form each signed by or on behalf of one or more of the Bondholders.

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EX-99.10

Exhibit 99.10

Dated [•] 2012

MR CHENG CHUNG HING

and

MR. LEUNG MOON LAM

as Guarantors of the Bonds issued by

WILLIS PLUS LIMITED

DEED OF GUARANTEE

Linklaters

10th Floor, Alexandra House

Chater Road

Hong Kong

Telephone (+852) 2842 4888

Facsimile (+852) 2810 8133/2810 1695

Ref L-202213

This Deed of Guarantee is made on [•] 2012 by MR CHENG CHUNG HING, a natural person whose Hong Kong Identification Number is G297436(2) and whose address is Flat B, 20/F Mayfair, 1 May Road, Mid-levels, Hong Kong (“Mr Cheng”) and MR. LEUNG MOON LAM, a natural person whose Hong Kong Identification Number is D150200(0) and whose address is 5/F, 28 Hung To Road, Kwun Tong, New Territories, Hong Kong (“Mr Leung” and together with Mr Cheng, the “Guarantors”) in favour of the Bondholders.

Whereas:

(A) Willis Plus Limited (the “Issuer”) proposes to issue US$60,000,000 principal amount of Bonds to be known as its 14 per cent. Secured Bonds due 2017 which will be guaranteed by the Guarantors (the “Bonds”).

(B) The Guarantors have agreed to guarantee (i) severally but not jointly on the basis of the Guarantee Proportion, the payment of all sums expressed to be payable from time to time by the Issuer pursuant to the terms and conditions of the Bonds to the holders from time to time of any Bonds (the “Bondholders”) issued by it and (ii) on a joint and several basis, the punctual performance by the Issuer of all of the other obligations of the Issuer under the Bonds (the “Guarantee”).

This Deed Witnesses as follows:

1 Interpretation

1.1 Defined Terms: In this Deed, unless otherwise defined herein, capitalised terms shall have the same meaning given to them in the terms and conditions of the Bonds (the “Conditions”) and:

“Guarantee Proportion” means the proportion of any payments that each Guarantor agrees to pay pursuant to this Guarantee, being 70 per cent. for Mr Cheng and 30 per cent. for Mr. Leung.

1.2 Headings: Headings shall be ignored in construing this Deed.

1.3 Contracts: References in this Deed to this Deed or any other document are to this Deed or those documents as amended, supplemented or replaced from time to time in relation to the Bonds and includes any document that amends, supplements or replaces them.

2 Guarantee and Indemnity

2.1 Guarantee: Each Guarantor unconditionally and irrevocably guarantees:

2.1.1 on a joint and several basis the punctual performance by the Issuer of all the obligations of the Issuer under the Transaction Documents;

2.1.2 that if the Issuer does not pay any sum payable by it under the Bonds by the time and on the date specified for such payment (whether on the normal due date, on acceleration or otherwise), each Guarantor shall pay such sum to the relevant Bondholder (or Bondholders as the case may be) before close of business on that date in the city to which payment is so to be made by the Issuer as if he was the sole principal debtor.

All payments under this Guarantee by the Guarantors shall be made subject to the Conditions and on the basis of the Guarantee Proportion.

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2.2 Guarantors as Principal Debtors: As between the Guarantors and the Bondholders but without affecting the Issuer’s obligations, each Guarantor shall be liable under this Guarantee as if he were the sole principal debtor and not merely a surety. Accordingly, the obligations of each Guarantor shall not be discharged, nor will the liability of each Guarantor be affected, by anything that would not discharge him or affect his liability if he was the sole principal debtor (whether or not known to him or the Bondholders), including (1) any time, indulgence, waiver or consent at any time given to the Issuer or any other person, (2) any amendment to any other provisions of this Guarantee or to the Conditions or to any security or other guarantee or indemnity, (3) the making or absence of any demand on the Issuer or any other person for payment, (4) the enforcement or absence of enforcement of this Guarantee, the Bonds or of any security or other guarantee or indemnity, (5) the taking, existence or release of any security, guarantee or indemnity, (6) the dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person, (7) the illegality, invalidity or unenforceability of or any defect in any provision of this Guarantee, the Bonds or any of the Issuer’s obligations under any of them or (8) any other act, event or omission which, but for this Clause 2.2, might operate to discharge, impair or otherwise affect the obligations expressed to be assumed by the Guarantors herein or any of the rights, powers or remedies conferred upon the Bondholders by this Guarantee or by law.

2.3 Guarantors’ Obligations Continuing: The obligations of each Guarantor under this Guarantee are and shall remain in full force and effect by way of continuing security until no sum remains payable under the Bonds or this Guarantee, regardless of any intermediate payment or discharge in whole or in part. Furthermore, those obligations of each Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from each Guarantor or otherwise and may be enforced without first having recourse to the Issuer, any other person, any security or any other guarantee or indemnity. Each Guarantor irrevocably waives all notices and demands of any kind.

2.4 Exercise of Guarantors’ Rights: So long as any sum remains payable under the Bonds, or this Guarantee, none of the Guarantors shall exercise or enforce any right, by reason of the performance of any of his obligations under this Guarantee, to be indemnified by the Issuer or to take the benefit of or enforce any security or other guarantee or indemnity.

2.5 Avoidance of Payments: Each Guarantor shall on demand from the Majority Bondholder indemnify the relevant Bondholder, on an after tax basis, against any cost, loss, expense or liability sustained or properly incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under the Bonds and shall in any event pay to it on demand the amount as refunded by it.

2.6 Reinstatement: If any discharge (whether in respect of the obligations of the Issuer or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation or similar proceedings, the liability of each Guarantor under this Deed will continue as if the discharge or arrangement had not occurred.

2.7 Debts of Issuer: If any moneys become payable by any Guarantor under this Guarantee, the Issuer shall not (except in the event of the liquidation of the Issuer) so long as any such moneys remain unpaid, pay any moneys for the time being due from the Issuer to any Guarantor.

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2.8 Indemnity: As separate, independent and alternative stipulations, each Guarantor unconditionally and irrevocably agrees: (1) that any sum that, although expressed to be payable by the Issuer under the Bonds or this Guarantee, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, any Guarantor or a Bondholder) not recoverable from such Guarantor on the basis of a guarantee shall nevertheless be recoverable from him as if he were the sole principal debtor and shall be paid by him to the Bondholder on demand; and (2) as a primary obligation to indemnify, to the maximum extent permitted under all applicable laws, each Bondholder against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under the Bonds or this Guarantee not being paid on the date and otherwise in the manner specified in this Guarantee or in the Conditions or any payment obligation of the Issuer under the Bonds or this Guarantee being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to a Bondholder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum.

2.9 Immediate Recourse: Each Guarantor waives any right he may have of first requiring the Bondholders (or any trustee or agent on their behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from such Guarantor under this Guarantee.

2.10 Appropriations: Until all of the Guarantors’ obligations under this Guarantee have been irrevocably paid in full, the Bondholders (or any trustee or agent on their behalf) may without affecting the liability of the Guarantors under this Guarantee:

2.10.1 refrain from applying or enforcing any other moneys, security or rights held or received by the Bondholders (or any trustee or agent on their behalf) in respect of those amounts; or

2.10.2 apply and enforce them in such manner and order as they see fit (whether against those amounts or otherwise); and

2.10.3 hold in an interest-bearing suspense account any moneys received from the Guarantors or on account of the Guarantors’ liability under this Guarantee.

2.11 Incorporation of Terms: Each Guarantor agrees that he will comply with and be bound by all such provisions contained in the Conditions which relate to him.

3 Payments

3.1 Payments Free of Taxes: All payments by or on behalf of the Guarantors under or in respect of this Guarantee shall be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (the “Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of the British Virgin Islands, Hong Kong or any authority in the British Virgin Islands or Hong Kong having power to tax (each a “Relevant Jurisdiction”), unless withholding or deduction of such taxes, duties assessments or governmental charges is compelled by law. In such event, the Guarantors shall pay such additional amounts as will result in the receipt by the Bondholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts should be payable in relation to any payment in respect of any Bond presented for payment by or on behalf of a holder who is liable for the Taxes in respect of the Bond by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Bond. References in this Deed to principal, premium (if any) and interest (if any) shall be deemed also to refer to any additional amounts which may be payable under this Clause 3.1.

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3.2 Stamp Duties: Each Guarantor covenants to and agrees with the Bondholders that it shall pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax payable in the British Virgin Islands or Hong Kong, as the case may be, or in the country of any currency in which the Bonds may be denominated or amounts may be payable in respect of the Bonds or any political subdivision or taxing authority thereof or therein in connection with the entry into, performance, enforcement or admissibility in evidence of this Deed and/or any amendment of, supplement to or waiver in respect of this Deed, and shall indemnify each of the Bondholders, on an after tax basis, against any liability with respect to or resulting from any delay in paying or omission to pay any such tax.

4 Representations

4.1 Representations: Each Guarantor represents, warrants and undertakes to the Bondholders that:

4.1.1 Status: he is:

(i) not a minor, is of sound mind and has full capacity to enter into and perform his obligations under this Deed; and

(ii) a permanent resident of Hong Kong;

4.1.2 Advice from the Issuer / independent legal advice: prior to the signing of this Deed, he has been advised by the Issuer:

(i) that he has the choice not to proceed with the transaction contemplated under this Deed;

(ii) to seek independent legal advice in relation to his obligations and liabilities under this Deed;

(iii) that if the Issuer does not make the relevant payments under the Bonds when due or if the Bondholders suffer any loss or liability if any obligation under the Bonds is or becomes unenforceable, invalid or illegal, he will be called upon to honour his obligations under this Deed; and

(iv) that by signing this Deed, he will be liable for the punctual payment and performance by the Issuer of all its obligations under the Bonds;

4.1.3 Acting as principal: he is acting as principal and for his own account and not as agent or trustee or in any other capacity on behalf of any third party;

4.1.4 Legal validity: this Deed constitutes his legal, valid and binding obligation enforceable in accordance with the terms hereof;

4.1.5 Authorisations: all authorisations required in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Deed have been obtained or effected (as appropriate) and are in full force and effect;

4.1.6 Taxes on payments: all amounts payable by him under this Deed may be made free and clear of and without deduction for or on account of any tax;

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4.1.7 Stamp duties: no stamp or registration duty or similar taxes or charges are payable in respect of this Deed;

4.1.8 Immunity:

(i) the execution by him of this Deed constitutes, and his exercise of his rights and performance of his obligations under this Deed will constitute, private and commercial acts done and performed for private and commercial purposes; and

(ii) he will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in any jurisdiction in relation to this Deed;

4.1.9 Non-conflict: the entry into and performance by him of, and the transactions contemplated by, this Deed do not conflict with any law or regulation or judicial or official order applicable to him or conflict with any document which is binding upon him or any of his assets; and

4.1.10 Litigation: no litigation, arbitration or administrative proceedings affecting him are current or, to his knowledge, pending or threatened, which might reasonably be expected to, if adversely determined, have a material adverse effect.

4.2 Times for making representations

4.2.1 The representations set out in this Deed are made by each Guarantor on the date of this Deed.

4.2.2 Unless a representation is expressed to be given at a specific date, each representation under this Deed is deemed to be repeated by each Guarantor on each date after the date of this Deed until all of the Guarantor’s obligations under this Guarantee are unconditionally and irrevocably paid and discharged in full.

4.2.3 When a representation is repeated, it is applied to the circumstances existing at the time of repetition.

5 Covenants of the Guarantors

5.1 Information Covenants: Each Guarantor agrees to supply to the Bondholders (or any agent on their behalf):

5.1.1 copies of all documents despatched by him to his creditors generally or any class of them at the same time as they are despatched;

5.1.2 promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending and which have or might, if adversely determined, have a material adverse effect; and

5.1.3 promptly on request, such further information regarding his financial condition as the Bondholders may reasonably request.

5.2 General Covenants: Each Guarantor undertakes to comply with the following covenants:

5.2.1 Authorisations: he must promptly obtain, maintain and comply with the terms of any authorisation required under any law or regulation to enable him to perform his obligations under, or for the validity or enforceability of, this Deed;

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5.2.2 Compliance with laws: he must comply in all respects with all laws to which he is subject where failure to do so has or is reasonably likely to have a material adverse effect; and

5.2.3 Pari passu ranking: he must ensure that his payment obligations under this Deed rank at least pari passu with all his other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to individual generally.

6 Amendments to this Deed and Assignment by the Guarantor

6.1 Amendments: The Guarantors may not amend, vary, terminate or suspend this Guarantee or their obligations hereunder unless such amendment, variation, termination or suspension shall have been approved by the Majority Bondholders (as defined in the Conditions), save that nothing in this Clause shall prevent the Guarantors from increasing or extending his obligations hereunder by way of supplement to this Guarantee at any time.

6.2 Assignment by the Guarantor: No Guarantor may assign or transfer any of his rights and obligations under this Deed without the prior consent of the Majority Bondholders.

7 Release of Guarantee

The Guarantors may be released from this Guarantee on the occurrence of the following events:

(a) upon repayment of the Bonds and final and irrevocable discharge and performance of all obligations under the Transaction Documents in full; or

(b) upon approval by a resolution of the Majority Bondholders.

8 Severability

If a term of this Deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of this Deed; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other term of this Deed.

9 General

9.1 Benefit: This Guarantee shall enure for the benefit of the Bondholders.

9.2 Deposit of Guarantee: The Guarantors shall deposit this Guarantee with or to the order of the initial Bondholder as at the Issue Date, to be held by or to the order of such initial Bondholder until all the obligations of the Guarantors have been discharged in full. Each Guarantor acknowledges the right of any Bondholder to the production of, and to obtain a copy of, this Guarantee.

9.3 Notices: Any communication in connection with this Deed must be in English and in writing and, unless otherwise stated, may be given in person, by post or fax. Unless it is agreed to the contrary, any consent or agreement required under this Deed must be given in writing.

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The contact details of the Guarantors for this purpose are:

Mr Cheng Chung Hing

Address: Suite 2208-14, 22/F Sun Life Tower

The Gateway

15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Fax number: +852 2317 5372

E-mail: Claudia Lee

Mr Leung Moon Lam

Address: Suite 2208-14, 22/F Sun Life Tower

The Gateway

15 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

Fax number: +852 2317 5372

E-mail: Claudia Lee

10 Governing Law and Jurisdiction

10.1 Governing Law: This Deed shall be governed by and shall be construed in accordance with Hong Kong law.

10.2 Jurisdiction: The courts of Hong Kong are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Guarantee and accordingly any legal action or proceedings arising out of or in connection with this Deed or the Guarantee (“Proceedings”) may be brought in such courts. Each Guarantor irrevocably submits, to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of the Bondholders and shall not limit the right of the Bondholders to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

10.3 Agent for Service of Process: Each Guarantor agrees, that the process by which any legal proceedings in Hong Kong are begun may be served on him by being delivered to the following address in Hong Kong: Suite 2208-14, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. If any of the Guarantors ceases to have an agent to accept service of process in Hong Kong, he shall forthwith appoint a further agent in Hong Kong to accept service of process on his behalf in Hong Kong and notify the Bondholders of such appointment, and, failing such appointment within fifteen days, any Bondholder shall be entitled to appoint such a person by notice to the Guarantors and the other Bondholders (at the Guarantors’ expense). Nothing in this Clause 9.3 shall affect the right to serve process in any other manner permitted by law.

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In witness whereof the Guarantors have caused this deed to be duly delivered as a deed on the date stated at the beginning.

SIGNED, SEALED and DELIVERED	)
as a DEED by	)
MR CHENG CHUNG HING	)
in the presence of:	)	________________________________

Witness’ signature:

_______________________________

Name: ____________________________

Address: ____________________________

____________________________

SIGNED, SEALED and DELIVERED	)
as a DEED by	)
MR LEUNG MOON LAM	)
in the presence of:	)	________________________________

Witness’ signature:

_______________________________

Name: ____________________________

Address: ____________________________

____________________________

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