F-3

As filed with the Securities and Exchange Commission on November 6, 2012

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F–3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

China Metro-Rural Holdings Limited

(Exact name of registrant as specified in its charter)

British Virgin Islands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Suite 2204, 22/F, Sun Life Tower

The Gateway, 15 Canton Road

Tsimshatsui, Kowloon, Hong Kong

(852) 2111 3815

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Sio Kam Seng

Chief Executive Officer and Chairman of the Board

China Metro-Rural Holdings Limited

Suite 2204, 24/F, Sun Life Tower, The Gateway

15 Canton Road, Tsimshatsui, Kowloon, Hong Kong

Telephone: (852) 2111 3815

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gerard S. DiFiore, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

(212) 549-0396

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post–effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post–effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ¨

If this Form is a post–effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Ordinary Shares, par value $0.001	61,499,028	$0.94 (2)	$57,809,086.32	$7,885.16

1. Represents ordinary shares issuable upon (a) conversion of an aggregate principal amount of $60,000,000 of the registrant’s secured convertible bonds, or bonds, and (b) exercise of warrants to purchase ordinary shares. The bonds are initially convertible into 55,499,028 shares, based on an initial conversion price of US$1.0811. The warrants are initially exercisable into 6,000,000 shares, based on an initial exercise price of US$1.2973. In connection with the issuance of the bonds and the warrants, the registrant entered into a registration rights agreement, which requires the registrant to register the number of shares issuable upon conversion of the bonds and the exercise of the warrants and additional shares which may be issued as a result of an adjustment in the conversion rate upon a dilutive issuance. In addition to the shares set forth in the table above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is registering an indeterminate number of shares issuable upon conversion of the convertible notes in connection with stock splits, stock dividends, recapitalizations or similar events.

2. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low sales prices of the registrant’s ordinary shares on October 31, 2012, as reported on the NYSE MKT. It is not known how many shares will be sold under this registration statement or at what price or prices such shares will be sold.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with Securities and Exchange Commission. The selling stockholder may not sell any of the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where offers or sales are not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 6, 2012

PROSPECTUS

CHINA METRO-RURAL HOLDINGS LIMITED

ORDINARY SHARES

The selling stockholder listed on page 3 may use this prospectus to offer and resell from time to time and for its own account up to 61,499,028 of our ordinary shares. For more information on the selling stockholder (which terms as used herein includes its pledgees, donees, transferees or other successors-in-interests), please see section entitled “Selling Stockholder” beginning on page 3 of this prospectus.

Pursuant to a subscription agreement entered into on July 24, 2012, we issued in a private placement to Willis Plus Limited, a limited liability company incorporated under the laws of the British Virgin Islands, US$60,000,000 in aggregate principal amount, 14 per cent. guaranteed secured convertible bonds, or the bonds, due 2017 and convertible on or after August 15, 2013 into ordinary shares of the Company at an initial conversion price of US$1.0811 per share, and warrants exercisable on or after August 15, 2013 to purchase up to 6,000,000 ordinary shares of the Company at an initial exercise price of US$1.2973 per share, within 5 years after the date of issue of the Bonds. Registration does not necessarily mean that the selling stockholder will offer or sell any of the shares.

The selling stockholder may sell the shares covered by this prospectus in a number of ways and at varying prices. See section entitled “Plan of Distribution” beginning on page 5 of this prospectus. The prices at which the selling stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any of our ordinary shares in this offering and, as a result, we will not receive any proceeds from the sale of these shares by the selling stockholder. All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred by the selling stockholder will be borne by the selling stockholder.

Our ordinary shares are traded on the NYSE MKT under the symbol “CNR.” On October 31, 2012, the last reported sale price of our shares on the NYSE MKT was $0.94.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES REFERENCED UNDER THE HEADING “RISK FACTORS” ON PAGE 1 OF THIS PROSPECTUS AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus if truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2012

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		i
PROSPECTUS SUMMARY		ii
About China Metro-Rural Holdings Limited		ii
The Offering		v
RISK FACTORS		1
DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION		1
PRICE RANGE OF OUR ORDINARY SHARES		1
USE OF PROCEEDS		3
SELLING STOCKHOLDER		3
PLAN OF DISTRIBUTION		5
DESCRIPTION OF SECURITIES TO BE REGISTERED		8
LEGAL MATTERS		8
EXPERTS		8
ENFORCEMENT OF CIVIL LIABILITIES		8
WHERE YOU CAN FIND ADDITIONAL INFORMATION		9
INFORMATION INCORPORATED BY REFERENCE		9

ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any dealer, salesman or any other person to provide you with additional or different information. This prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the information in this prospectus or any prospectus supplement or in any document incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date of the document containing the information. We will disclose any material changes in our affairs in a post-effective amendment to the registration statement of which this prospectus is a part, a prospectus supplement, or a future filing with the Securities and Exchange Commission incorporated by reference in this prospectus.

You should carefully read both this prospectus and any prospectus supplement together with the additional information described under “Where You Can Find Additional Information” before buying any securities in this offering.

The terms “we,” “us,” “our,” and the “Company” refer only to China Metro-Rural Holdings Limited and its subsidiaries, unless the context suggests otherwise. Additionally, unless we indicate otherwise, references in this prospectus to:

• “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau;

• “RMB” and “Renminbi” are to the legal currency of China;

• “BVI” refers to the British Virgin Islands; and

• “shares” refer to our ordinary shares; and

• “$,” “US$” and “U.S. dollars” are to the legal currency of the United States.

- i -

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. We urge you to read this entire prospectus carefully and any accompanying documents incorporated by reference before making an investment decision. You should also refer to the risks of investing discussed under “Risk Factors” beginning on page 1.

About China Metro-Rural Holdings Limited

China Metro-Rural Holdings Limited, or China Metro, was incorporated in the British Virgin Islands as an international business company under the name Man Sang International (B.V.I.) Limited, or MSBVI, under the International Business Companies Act on August 14, 1995, and automatically re-registered as a business company on January 1, 2007 pursuant to The BVI Business Companies Act, 2004. Prior to August 25, 2009, MSBVI was a wholly-owned subsidiary of Man Sang Holdings, Inc., or MSHI, a United States domestic issuer incorporated in the State of Nevada whose ordinary shares were listed on the NYSE MKT (formerly known as the American Stock Exchange). On August 25, 2009, at a general meeting, the shareholders of MSHI resolved that MSHI liquidated and dissolved, whereby we were effectively redomiciled from the United States to the British Virgin Islands and, as part of this transaction (the “Reorganization”), MSBVI became the successor of MSHI and a non-United States domestic issuer whose ordinary shares are listed on the NYSE MKT. From its inception in August 1995 through the completion of the dissolution and liquidation on August 25, 2009, MSBVI was a wholly-owned subsidiary of MSHI. As a result of the dissolution and liquidation of MSHI on August 25, 2009, MSBVI became the listed holding company of our group. On March 19, 2010, MSBVI was renamed China Metro-Rural Holdings Limited. Our ordinary shares are traded on the NYSE MKT under the ticker symbol “CNR”.

Upon the effective date of the Reorganization, the Company and its subsidiaries continued to conduct the business previously conducted by MSHI and its subsidiaries (including the Company). Although the dissolution and liquidation of MSHI resulted in the cessation of MSHI as the holding company of the Group, the dissolution and liquidation had no material impact on our financial condition or operating results, other than the costs incurred in connection with its dissolution and liquidation. As the Company contractually assumed all rights, title, obligations and liabilities of MSHI upon the terms and subject to the conditions of the agreement and plan of the dissolution and liquidation, there was a continuation of the risks and benefits to the ultimate controlling owners that existed prior to the dissolution and liquidation of MSHI. Accordingly, the Reorganization has been accounted for as a reorganization of entities under common control in a manner similar to pooling-of-interests. On this basis, the Company has been treated as the holding company of MSHI in all periods presented in the financial statements rather than from the effective date of the Reorganization.

Subsequent to the Reorganization, pursuant to an agreement and plan of merger, or the Merger Agreement, dated as of February 19, 2010, by and among the Company, China Metro-Rural Limited and Creative Gains Limited (“Creative Gains”) (a wholly-owned subsidiary of the Company), Creative Gains was merged with and into China Metro-Rural Limited (the “Merger”). Immediately after the Merger, Creative Gains ceased and China Metro-Rural Limited became a wholly-owned subsidiary of the Company. The acquisition of equity interest of China

- ii -

Metro-Rural Limited has been accounted for as a combination of entities under common control in a manner similar to pooling of interests as both the Company and China Metro-Rural Limited were controlled by Mr. Cheng Chung Hing, Ricky immediately prior to and immediately after the Merger. On this basis, the consolidated financial statements of China Metro-Rural Holdings Limited for periods prior to the Merger have been restated to include, to the extent of the equity interest of China Metro-Rural Limited held by Mr. Cheng Chung Hing, Ricky, the assets and liabilities and results of operations of China Metro-Rural Limited for those periods as if China Metro-Rural Holdings Limited had owned China Metro-Rural Limited at the beginning of the financial period reported in the consolidated financial statements or when MSBVI and China Metro-Rural Limited came under common control by Mr. Cheng Chung Hing, Ricky, whichever is later, and all assets and liabilities of China Metro-Rural Limited have been stated at historical carrying amounts. The acquisition by the Company of interest owned by all the shareholders of China Metro-Rural Limited, including Mr. Cheng, was treated as an equity transaction at the completion date of the Merger.

As a result of the Merger, our principal operating subsidiaries are China Metro-Rural Limited and its subsidiaries as well as Man Sang International Limited and its subsidiaries.

In addition, on July 28, 2010, the Company declared a dividend to its shareholders which was satisfied by way of distribution in specie of the entire equity interest in Man Sang International Limited, or MSIL held by the Company, represented approximately 494 million ordinary shares of MSIL and was completed in August 2010 (the “Distribution”). Upon the completion of the Distribution, the Group no longer held interest in MSIL and has discontinued its pearls and real estate businesses, or the Discontinued Operations, which was previously operated through MSIL.

China Metro is focused on being one of the leading developers and operators of large scale, integrated agricultural logistics and trade centers in Northern China that facilitate a relationship between sellers and buyers of agricultural products and small goods, provide relevant physical platform and timely marketing information and intelligence, provide a transparent and competitive market price discovery mechanism and provide infrastructure to enhance the living standards of those from the rural area. In addition, China Metro has commenced its newly developed rural-urban migration and city re-development business during the current year, which consists of development and sales of commercial and residential properties and servicing and assignments of development rights to independent third party developers.

Our agricultural logistics business is comprised of (1) development and operation of integrated agricultural logistics and trade centers and supporting facilities; and (2) property management which engages in the management of developed properties within the logistics platforms—known as China Northeast Logistics Cities. We currently are developing two locations in the PRC, namely Northeast Logistics City in Tieling City, Liaoning Province, or China Northeast Logistics City—Tieling, and Dezhou Northeast Logistics City in Dezhou City, Shandong Province, or China Northeast Logistics City—Dezhou.

- iii -

Our rural-urban migration and city re-development business is comprised of (1) servicing and assignments of development rights and (2) development and sales of residential, commercial and other auxiliary properties in new city center district of Qiqihar City. China Focus City—Qiqihar is a name of a project located in Qiqihar, Heilongjiang Province, where we are to develop various residential and commercial properties at an area designated by Qiqihar Municipal Government as the future administrative center of Qiqihar. It is China Metro’s strategy to assign the development rights to independent third party developers on portion of land plots that have been allocated by the local government under the framework agreement for their development in return for a premium while retaining the remaining portion for China Metro’s own development.

Our principal place of business and our executive office is located at Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong, telephone: 852-2111-3815. We have designated National Registered Agents, Inc., 111 Eighth Avenue, New York, NY 10011, as our agent for service of process in the United States. Our telephone number is (852) 2111 3815 and our website address is http://www.chinametrorural.com. Information contained on, or that can be accessed through, our website is not part of this prospectus.

- iv -

The Offering

Ordinary shares offered by the selling stockholder 61,499,028 shares ⁽¹⁾.

Terms of the this offering The selling stockholder will determine when and how it will sell the shares offered in this prospectus.

Use of proceeds We will not receive any proceeds from the sale of shares in this offering by the selling stockholder ⁽²⁾.

NYSE MKT Symbol CNR

Risk factors You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the ‘‘Risk Factors’’ section before deciding whether or not to invest in shares of our ordinary shares.

(1) The bonds are initially convertible on or after August 15, 2013 into 55,499,028 shares, based on an initial conversion price of US$1.0811. The warrants are initially exercisable on or after August 15, 2013 into 6,000,000 shares, based on an initial exercise price of US$1.2973.

(2) The selling stockholder has entered into a Charge Over Bonds and Warrants Agreement with PA Universal Opportunity VII Limited (the “Lender”), which encumbers the selling stockholder’s entitlement over the proceeds from the sale of shares in this offering. Under this agreement, the selling stockholder’s disposition of the shares is subject to the prior consent of the Lender. In addition, the selling stockholder and the Lender have entered into a Deed of Undertakings and Negative Pledge Agreement which further governs the allocation of the net proceeds of the sale of shares between the selling stockholder and the Lender under certain circumstances.

- v -

RISK FACTORS

Except for the historical information contained in this prospectus or incorporated by reference, this prospectus (and the information incorporated by reference in this prospectus) contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed here or incorporated by reference. Factors that could cause of contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” contained in our Annual Report on Form 20-F for the year ended March 31, 2012, as filed with the Securities and Exchange Commission on July 16, 2012, which is incorporated herein by reference in its entirety, as well as any amendment or update thereto reflected in subsequent filings with the Securities and Exchange Commission. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Moreover, the risks described are not the only ones that we face. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.

DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our current expectations and beliefs, including estimates and projections about our industry. Forward-looking statements may be identified by use of terms such as “anticipates,” “expects,” “intends,” “plans,” “seeks,” “estimates,” “believes” and similar expressions, although some forward-looking statements are expressed differently. Statements concerning our financial position, business strategy and plans or objectives for future operations are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict and may cause actual results to differ materially from management’s current expectations. Such risks and uncertainties include those set forth herein under “Risk Factors.” The forward-looking statements in this prospectus speak only as of the time they are made and do not necessarily reflect our outlook at any other point in time.

Except as may be required under the federal securities laws, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to read any further disclosures we make on related subjects in our filings with the SEC, including Form 20-F and Form 6-K reports. Other factors besides those listed in “Risk Factors,” including factors described as risks in our filings with the SEC, could also adversely affect us. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

PRICE RANGE OF OUR ORDINARY SHARES

Our ordinary shares have been listed on the NYSE MKT under the symbol “CNR” since April 20, 2010. From August 26, 2009 through April 19, 2010 our ordinary shares were listed on the NYSE MKT under the symbol “MHJ”. From August 8, 2005 through August 24, 2009, the

- 1 -

common stock of our predecessor-in-interest, MSHI, was listed on the NYSE MKT under the symbol “MHJ”. From 1987 to 2005, MSHI’s common stock was reported on the Over-The-Counter (OTC) Electronic Bulletin Board under the symbol “MSHI.OB”. Our preferred shares are not listed.

The following table sets forth, for the periods indicated, the high and low sales prices (in U.S.$) for the our ordinary shares from August 25, 2009 to October 31, 2012, and the common stock of MSHI from April 1, 2007 through August 24, 2009 on the NYSE MKT.

	High		Low
Yearly Highs and Lows for the Year Ending March 31,
2012		5.65		0.72
2011		5.84		1.72
2010		4.46		1.70
2009		8.35		0.96
2008		16.46		5.30
Quarterly Highs and Lows
2012
First Quarter (April-June 2011)		5.65		1.15
Second Quarter (July-September 2011)		1.71		1.06
Third Quarter (October-December 2011)		1.59		0.72
Fourth Quarter (January-March 2012)		1.57		0.90
2011
First Quarter (April-June 2010)		2.52		1.72
Second Quarter (July-September 2010)		2.75		1.85
Third Quarter (October-December 2010)		3.50		2.53
Fourth Quarter (January-March 2011)		5.84		3.00
Monthly Highs and Lows
January 2012		1.07		0.90
February 2012		1.38		1.00
March 2012		1.57		1.00
April 2012		1.12		0.98
May 2012		1.28		0.98
June 2012		1.12		0.50
July 2012		1.14		0.98
August 2012		1.08		0.83
September 2012		0.87		0.80
October 2012		1.04		0.87

On October 31, 2012, the closing price of our ordinary shares on the NYSE MKT was $0.94.

- 2 -

USE OF PROCEEDS

We will not receive proceeds from any sales by the selling stockholder of its shares. The selling stockholder identified in this prospectus will receive the proceeds from such sale of shares.

SELLING STOCKHOLDER

The shares (being ordinary shares with par value of US$0.001 each) being offered by the selling stockholder (which term as used herein includes its pledgees, donees, transferees or other successors-in-interests) are those issuable to the selling stockholder upon conversion of the bonds and upon exercise of the warrants. We are registering the shares in order to permit the selling stockholder to offer the shares for resale from time to time. Except as described below, in our Annual Report on Form 20-F for the year ended March 31, 2012 filed with the Securities and Exchange Commission on July 16, 2012, or in the Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on August 15, 2012 by the selling stockholder and its affiliates Kind United Holdings Limited (“Kind United”), Mr. Cheng Chung Hing, Ricky and Mr. Leung Moon Lam, the selling stockholder has not had any material relationship with us within the past three years.

The table below lists the selling stockholder and other information regarding the beneficial ownership of the shares by the selling stockholder. The first column lists the number of shares beneficially owned by the selling stockholder, based on its ownership of the bonds and warrants, as of October 31, 2012, assuming conversion of all bonds and exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on conversions, amortizations, redemptions or exercises. The second column lists the shares of being offered by this prospectus by the selling stockholder. The third column assumes the sale of all of the shares offered by the selling stockholder 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. This information has been obtained from the selling stockholder. Except as otherwise indicated, we believe the selling stockholder listed in the table has sole voting and investment power with respect to all shares beneficially owned by it.

The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

	Number of Ordinary Shares Beneficially Owned Prior to Offering			Number of Ordinary Shares Offered hereby		Ordinary Shares Beneficially Owned Following Offering
Beneficial Owner						# (1)		% (2)
Willis Plus Limited (3)		61,499,028	(4)(5)		61,499,028		0		*

* Less than 1%

- 3 -

(1) Assumes all shares offered hereby are sold by the selling stockholder.

(2) Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission, and generally includes securities held by persons who have sole or shared voting power or investment power with respect to those securities and includes securities that are or will become exercisable within 60 days.

(3) The selling stockholder has entered into a Charge Over Bonds and Warrants Agreement with PA Universal Opportunity VII Limited (the “Lender”), which encumbers the selling stockholder’s entitlement over the proceeds from the sale of shares in this offering. Under this agreement, the selling stockholder’s disposition of the shares is subject to the prior consent of the Lender. In addition, the selling stockholder and the Lender have entered into a Deed of Undertakings and Negative Pledge Agreement which further governs the allocation of the net proceeds of the sale of shares between the selling stockholder and the Lender under certain circumstances. That document is filed as exhibit 99.8 to the Company’s Current Report on Form 6-K filed with the SEC on August 3, 2012.

(4) Willis Plus Limited, the selling stockholder, holds $60 million principal amount 14% convertible bonds due 2017 issued by the Company which may be converted, at anytime on or after August 15, 2013, into approximately 55,499,028 ordinary shares. Willis Plus Limited also holds warrants which may be exercised on or after August 15, 2013 for the purchase of 6,000,000 Ordinary Shares. Mr. Cheng Chung Hing, Ricky, owns 70% of Willis Plus Limited. Mr. Leung Moon Lam owns 30% of Willis Plus Limited. As a result, Mr. Cheng Chung Hing, Ricky, and Mr. Leung Moon Lam may be deemed to be the beneficial owners and to share the voting and dispositive power of the 61,499,028 ordinary shares that may be held by Willis Plus Limited after taking into account the conversion of the bonds into Ordinary Shares and the exercise of the warrants to purchase ordinary shares. Mr. Cheng Chung Hing, Ricky, is a member of the board of directors of the Company and is the former Chairman and Chief Executive Officer of the Company. Mr. Cheng Chung Hing, Ricky, is also a member of the board of directors of Kind United Holdings Limited, or Kind United, and owns approximately 50.1% of an entity that holds approximately 72% of the outstanding shares of Kind United. Mr. Leung Moon Lam is also a director of Kind United and owns approximately 61% of an entity that holds approximately 28% of the outstanding shares of Kind United. Kind United owns directly 37,338,104 ordinary shares of the Company. As a result of these relationships, Mr. Cheng Chung Hing, Ricky and Mr. Leung Moon Lam may each be deemed to be the beneficial owners and to share the voting and dispositive power of the 98,837,132 ordinary shares held by Kind United and the selling stockholder.

(5) The beneficial ownership information of the selling stockholder is presented on the basis that the bonds are immediately convertible and that the warrants are immediately exercisable, even though such securities cannot be converted or exercised, as applicable, until the one year anniversary of the issuance of the such securities (August 15, 2013).

- 4 -

PLAN OF DISTRIBUTION

We are registering the shares issuable upon conversion of the bonds and upon exercise of the warrants to permit the resale of these shares by the selling stockholder (which term as used herein includes its pledgees, donees, transferees or other successors-in-interests) of the 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 stockholder of the shares. We will bear all fees and expenses incident to our obligation to register the shares.

The selling stockholder may sell all or a portion of the shares 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 are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares 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;

- 5 -

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

If the selling stockholder effects such transactions by selling shares 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 stockholder or commissions from purchasers of the shares 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 or otherwise, the selling stockholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares in the course of hedging in positions they assume. The selling stockholder may also sell shares short and deliver shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholder may also loan or pledge shares to broker-dealers that in turn may sell such shares.

The selling stockholder may pledge or grant a security interest in some or all of the bonds, warrants or shares 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 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 stockholder to include the pledgee, transferee or other successors in interest as selling stockholder under this prospectus. The selling stockholder also may transfer and donate the shares 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 stockholder and any broker-dealer participating in the distribution of the shares 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 is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares 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 stockholder and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares 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 stockholder will sell any or all of the shares registered pursuant to the registration statement, of which this prospectus forms a part.

- 6 -

The selling stockholder 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 by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities with respect to the shares. All of the foregoing may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.

We will pay all expenses of the registration of the shares pursuant to the registration rights agreement, 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 stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholder against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling stockholder will be entitled to contribution. We may be indemnified by the selling stockholder against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder 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 will be freely tradable in the hands of persons other than our affiliates.

- 7 -

DESCRIPTION OF SECURITIES TO BE REGISTERED

The class of securities offered under this prospectus is our ordinary shares, which has been registered pursuant to Section 12 of the Exchange Act.

LEGAL MATTERS

The validity of the ordinary shares offered by this prospectus and legal matters as to BVI laws will be passed upon by Conyers Dill & Pearman, Road Town, British Virgin Islands. Reed Smith LLP, New York, New York, is acting as our counsel in connection with United States securities laws.

EXPERTS

The financial statements incorporated in this prospectus by reference to our Annual Report on Form 20-F for the year ended March 31, 2012, dated July 16, 2012, have been so incorporated in reliance on the report of PricewaterhouseCoopers, an independent registered public accounting firm given on the authority of said firm as experts in accounting and auditing.

ENFORCEMENT OF CIVIL LIABILITIES

China Metro-Rural Holdings Limited is a BVI corporation and our principal executive offices are located outside the United States in the People’s Republic of China. A majority of our directors and officers reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors and officers are located outside the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in United States courts against us or these persons in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. Furthermore, it is uncertain whether the courts of the BVI would enter judgments in original actions brought in those courts predicated on United States federal or state securities laws.

We have designated National Registered Agents, Inc., 111 Eighth Avenue, New York, NY 10011, as our agent for service of process in the United States with respect to any action brought against us in the U.S. District Court for the Southern District of New York under the federal securities laws of the United States or of any State in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

The Company has been advised by its BVI counsel, Conyers Dill & Pearman, that the courts of the BVI would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the United States courts against us under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of the BVI, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of the BVI, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the BVI and (f) there is due compliance with the correct procedures under the laws of the BVI.

- 8 -

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are a foreign private issuer (as such term is defined in the Securities Exchange Act of 1934, or the Exchange Act). We are subject to the informational requirements of the Exchange Act, file our annual reports on Form 20-F, and furnish reports on Form 6-K and other information with the SEC. We have filed a registration statement on Form F–3 under the Securities Act with the Securities and Exchange Commission. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are a part of the registration statement. For further information with respect to us and our securities, please refer to the registration statement and the exhibits and schedules filed with it. You may read and copy any document which we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of Public Reference Room by calling the Securities and Exchange Commission at 1–800–SEC–0330. We are also subject to the information and periodic reporting requirements of the Exchange Act. We file reports and other information with the Securities and Exchange Commission and these reports and other information can be inspected on the Internet at http://www.sec.gov.

INFORMATION INCORPORATED BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by reference the information we file with them under certain conditions, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus and any information that we file subsequent to this prospectus with the Securities and Exchange Commission will automatically update and supersede this information. The documents we are incorporating by reference are as follows:

• our Annual Report on Form 20-F for the year ended March 31, 2012 filed with the Securities and Exchange Commission on July 16, 2012;

• the description of our securities in the Registration Statement on Form 8-A filed with the SEC on August 3, 2005 by Man Sang Holdings, Inc. (our successor issuer) pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.

• our Reports of Foreign Issuer on Form 6-K furnished to the Securities and Exchange Commission on July 16, 2012, July 16, 2012, July 16, 2012, August 3, 2012, August 15, 2012, August 20, 2012, October 9, 2012, and October 17, 2012.

- 9 -

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing date of this prospectus, through the date declared effective, until the termination of the offering of securities contemplated by this prospectus shall be deemed to be incorporated by reference into this prospectus. These documents that we file later with the Securities and Exchange Commission and that are incorporated by reference in this prospectus will automatically update information contained in this prospectus or that was previously incorporated by reference into this prospectus. You will be deemed to have notice of all information incorporated by reference in this prospectus as if that information was included in this prospectus.

We will provide to any person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus, at no cost to the requesting party, upon request to us in writing or by telephone using the following information: Suite 2204, 22/F, Su Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong, China (Attention: Investor Relations). The telephone number of the company at this address is (852) 2111 3815.

- 10 -

CHINA METRO-RURAL HOLDINGS LIMITED

ORDINARY SHARES

PROSPECTUS

NOVEMBER [—], 2012

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities covered by this registration statement, other than underwriting discounts and commissions. All of the expenses will be borne by us except as otherwise indicated.

SEC registration fee	$	7,885.16
Fees and expenses of accountants	$	15,000.00
Fees and expenses of legal counsel	$	15,000.00
Printing expenses	$	—
Miscellaneous expenses	$	1,000.00
Total	$	38,885.16

Item 8. Indemnification of Directors and Officers.

BVI laws do not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Our Memorandum and Articles of Association provide that, subject to The BVI Business Companies Act, 2004, we will indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

• is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of our company; or

• is or was, at the request of our company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

To be entitled to indemnification, these persons must have acted honestly and in good faith and in the best interest of our company, and they must have had no reasonable cause to believe their conduct was unlawful.

II-1

If any such person mentioned above has been successful in defense of any proceedings referred to above, that person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by that person in connection with the proceedings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 9. Exhibits.

The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing under the Securities Act or the Exchange Act, as indicated in parentheses:

Exhibit Number	Description of Document
3.1	Amended and Restated Memorandum of Association (incorporated by reference to the Company’s Annual Report on Form 20-F filed on July 9, 2010)
3.2	Amended and Restated Articles of Association (incorporated by reference to the Company’s Annual Report on Form 20-F filed on July 16, 2012)
4.1	Subscription Agreement for the Convertible Bonds dated July 24, 2012 (incorporated by reference to the Company’s Current Report on Form 6-K filed with the SEC on August 3, 2012)
4.2	Form of Terms and Conditions relating to the Convertible Bonds (incorporated by reference to the Company’s Current Report on Form 6-K filed with the SEC on August 3, 2012)
4.3	Form of Warrant Instrument (incorporated by reference to the Company’s Current Report on Form 6-K filed with the SEC on August 3, 2012)
4.4	Form of Registration Rights Agreement (incorporated by reference to the Issuer’s Current Report on Form 6-K filed with the SEC on August 3, 2012)
4.5	Deed of Undertakings and Negative Pledge Agreement, dated July 24, 2012 (incorporated by reference to the Company’s Current Report on Form 6-K filed with the SEC on August 3, 2012)
5.1	Opinion of Conyers Dill & Pearman
10.1	Sale and Purchase Agreement for the disposition of the Company’s interests in its subsidiaries involved in the project in Qiqihar, Heilongjiang Province, PRC to certain independent third parties, dated October 15, 2012

II-2

Exhibit Number	Description of Document
23.1	Consent of Pricewaterhouse Coopers
23.2	Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

Item 10. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

II-3

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of this Registration Statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of

II-4

the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, China Metro-Rural Holdings Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on November 5, 2012.

CHINA METRO-RURAL HOLDINGS LIMITED
By:	/s/ Sio Kam Seng
	Mr. Sio Kam Seng
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Mr. Sio Kam Seng, acting singly, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to act, without the other, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, including any subsequent registration statement for the same offering that may be filed under Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, their substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Sio Kam Seng Mr. Sio Kam Seng	Chairman and Chief Executive Officer (Principal Executive Officer)	November 5, 2012
/s/ Lee Che Chiu, Arthur Mr. Lee Che Chiu, Arthur	Chief Financial Officer (Principal Financial and Accounting Officer)	November 5, 2012
/s/ Cheng Chung Hing, Ricky Mr. Cheng Chung Hing, Ricky	Director	November 5, 2012
/s/ Cheng Tai Po Mr. Cheng Tai Po	Director	November 5, 2012
/s/ Ho Min Sang Mr. Ho Min Sang	Director	November 5, 2012

II-6

/s/ Su Shaobin Mr. Su Shaobin	Director	November 5, 2012
/s/ Leung Wai Yan Ms. Leung Wai Yan	Director	November 5, 2012
/s/ Hui Wan Fai Mr. Hui Wan Fai	Director	November 5, 2012
/s/ Lai Chau Ming, Matthew Mr. Lai Chau Ming, Matthew	Director	November 5, 2012
/s/ Wong Gee Hang, Henry Mr. Wong Gee Hang, Henry	Director	November 5, 2012
/s/ Tsui King Chung, Francis Mr. Tsui King Chung, Francis	Director	November 5, 2012
/s/ Yuen Ka Lok, Ernest Mr. Yuen Ka Lok, Ernest	Director	November 5, 2012

II-7

EX-5.1

Exhibit 5.1

6 November 2012

Matter No.:894384

Doc Ref: AC/al/2003212v3

Tel. No.: 852 2842 9531

E-mail: Anna.Chong@conyersdill.com

China Metro-Rural Holdings Limited

Suite 2204, 22/F, Sun Life Tower

The Gateway, 15 Canton Road

Tsimshatsui, Kowloon

Hong Kong

Attention : The Directors

Dear Sirs,

Re: China Metro-Rural Holdings Limited (the “Company”)

We have acted as special British Virgin Islands legal counsel to the Company in connection with the Company’s registration statement on form F-3 to be filed with the United States Securities and Exchange Commission (the “Commission”) on 6 November 2012 (the “Registration Statement”), relating to the public resale under the U.S. Securities Act of 1933, as amended (the “Securities Act”) of up to 55,499,028 ordinary shares of par value US$0.001 each of the Company (the “Ordinary Shares”) issuable by the Company upon conversion of an aggregate amount of US$60,000,000 of 14 per cent. guaranteed secured convertible bonds due 2017 issued by the Company (the “Convertible Bonds”) and up to 6,000,000 Ordinary Shares issuable upon exercise of warrants issued by the Company (the “Warrants”).

For the purposes of giving this opinion, we have examined copies of the following documents:

(i) the Registration Statement;

Page 1 of 4

(ii) the prospectus (the “Prospectus”) dated 6 November 2012 contained in the Registration Statement; and

(iii) the subscription agreement dated 24 July 2012 entered into between the Company and Willis Plus Limited relating to the issue to Willis Plus Limited of the Convertible Bonds and Warrants including the terms and conditions of the Convertible Bonds and the Warrants set out therein (the “Subscription Agreement”).

The documents listed in items (i) through (iii) above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto save as stated otherwise herein).

We have also reviewed the memorandum of association and the articles of association of the Company, as obtained from the Registrar of Corporate Affairs on 5 November 2012, minutes of a meeting of the board of directors of the Company and minutes of a meeting of the audit committee of the Company both held on 17 July 2012 (the “Resolutions”), a certificate of good standing issued by the Registrar of Corporate Affairs dated 5 November 2012, and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us, (d) that the resolutions contained in the Resolutions will not be rescinded or amended, (e) that the Company will issue the Ordinary Shares in furtherance of its objects as set out in its memorandum of association, (f) that the Company’s constitutional documents will not be amended in any manner that would affect the opinions expressed herein, (g) that there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein, (h) that the Company will have sufficient authorised capital to effect the issue of any of the Ordinary Shares at the time of issue, whether on the conversion or exercise of the Convertible Bonds or the Warrants, (i) that the terms and conditions of the Convertible Bonds and the Warrants will be in the form set out in the Subscription Agreement reviewed by us, (j) the validity and binding effect under the laws of the Hong

Page 2 of 4

Kong Special Administrative Region of the People’s Republic of China (the “Foreign Laws”) of the Subscription Agreement including the terms and conditions of the Convertible Bonds and the Warrants) which is expressed to be governed by such Foreign Laws in accordance with its terms, (k) that the issuance and sale of the Ordinary Shares issuable upon the conversion of the Convertible Bonds and/or exercise of the Warrants and, in the case of the Warrants, upon payment therefor, will be in accordance with their respective terms and conditions of issue as set out in the Subscription Agreement, (l) that, upon the issue of any Ordinary Shares pursuant to any conversion or exercise of the Convertible Bonds and/or the Warrants, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (m) the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under the Subscription Agreement and the due execution and delivery thereof by each party thereto, and (n) that on the date of issuing any Ordinary Shares the Company is, and after issuing any Ordinary Shares will be, able to pay its liabilities as they become due.

The obligations of the Company in connection with the Subscription Agreement (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, merger, consolidation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors; (b) will be subject to statutory limitation of the time within which proceedings may be brought; (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available; (d) may not be given effect to by a British Virgin Islands court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages; and (e) may not be given effect by a British Virgin Islands court to the extent that they are to be performed in a jurisdiction outside the British Virgin Islands and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the jurisdiction of specific courts, a British Virgin Islands court has inherent discretion to stay or allow proceedings in the British Virgin Islands courts.

“Non-assessability” is not a legal concept under British Virgin Islands law, but when we describe the Ordinary Shares as being “non-assessable” we mean, subject to any contrary provision in any agreement between the Company and any one of its members holding any of the Ordinary Shares (but only with respect to such member), that no further sums are payable with respect to the issue of such shares and no member shall be bound by an alteration in the memorandum and articles of association after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Ordinary Shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.

Page 3 of 4

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands. This opinion is to be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to and is given on the basis of the current law and practice in the British Virgin Islands. This opinion is issued solely for the purposes of the registration, issue and sale by the Company of the Ordinary Shares and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing we are of the opinion that:

1. The Company is duly incorporated and existing under the laws of the British Virgin Islands in good standing (meaning solely that it has not failed to make any filing with any British Virgin Islands governmental authority or to pay any British Virgin Islands government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the British Virgin Islands).

2. Upon the due issuance of any Ordinary Shares in accordance with the terms of conversion of the Convertible Bonds therefor, such Ordinary Shares will be validly issued, fully paid and non-assessable.

3. Upon the due issuance of any Ordinary Shares in accordance with the terms of exercise of the Warrants and payment of the consideration therefor, such Ordinary Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

Page 4 of 4

EX-10.1

Exhibit 10.1

TRANSLATION

Dated 15^th October 2012

China Metro-Rural Limited

(“Vendor”)

and

Tieling North Asia Development Co., Ltd (“Tieling Company”)

and

Run Xing Investments Limited (“Company A”) and

Honour Noble Holdings Limited (“Company B”)

(Company A and Company B collectively as “Purchasers”)

and

Mr. Su Shaobin

and

Qiqihar China Focus City Holdings (Group) Co. Ltd

(“Target Company B”)

Agreement for Sale and Purchase of Shares and Equity Interests of

China Focus City (H.K.) Holdings Limited and

Qiqihar China Focus City Holdings (Group) Co. Ltd

This Agreement is made on 15^th October 2012 between:

(1) China Metro-Rural Limited, a limited liability company incorporated in the British Virgin Islands, with registered office located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Vendor”);

(2) Tieling North Asia Development Co., Ltd, a limited liability company incorporated in PRC, with registered office located at Northeast Logistics City Administrative Building, Zuanshi Road, Fanhe Xinqu, Tieling City, Liaoning Province, PRC (“Tieling Company”);

(3) Run Xing Investments Limited, a limited liability company incorporated in the British Virgin Islands, with registered office located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Company A”);

(4) Honour Noble Holdings Limited, a limited liability company incorporated in the British Virgin Islands, with registered office located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Company B”);

(Company A and Company B collectively as “Purchasers”);

(5) Mr. SU Shaobin, holder of Hong Kong Identity Card number R522492(5) of 33/F, No.19, Celestial Heights, 80 Sheung Shing Street, Kowloon, Hong Kong (“Su Shaobin”); and

(6) Qiqihar China Focus City Holdings (Group) Co. Ltd, a limited liability company incorporated in PRC, with registered office located at 3/F, Environmental Protection Building, Hecheng Road North, Qiqihar City, Heilongjiang Province, PRC (“Target Company B”).

Whereas:

(A) Target Company A (as defined below), is a limited liability company incorporated in Hong Kong, with registered office located at Suite 2204, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatusi, Kowloon, Hong Kong. On the date signing this Agreement, the authorized capital of Target Company A is HKD1,000,000.00, divided into 1,000,000 ordinary shares of HKD1.00 each. The issued and paid-up capital is 1 ordinary share. Details of Target Company A was listed on Appendix 1. After obtaining the approval of Willis Plus Limited, Target Company A will allot 99 ordinary shares and its issued shares are 100 ordinary shares.

1

(B) Target Company B (as defined below), is a limited liability company incorporated in PRC, with registered office located at 3/F, Environmental Protection Building, Hecheng Road North, Qiqihar City, Heilongjiang Province, PRC. On the date signing this Agreement, the authorized capital of Target Company B is RMB200,000,000.00, which was fully paid, details of Target Company B was listed on Appendix 2.

(C) Vendor is the wholly-owned subsidiary of China Metro-Rural Holdings Limited (“CMR Holdings”). Vendor is the registered member and beneficial owner for the 1 issued and fully paid ordinary share of Target Company A. Vendor beneficially owns the equity interest of all issued and fully paid shares of Target Company A.

(D) Vendor, through its wholly-owned subsidiary, Tieling Company who is the beneficial owner of the fully paid registered capital of Target Company B, beneficially owns the equity interest of the issued and fully paid registered capital of Target Company B.

(E) In accordance with the terms and conditions set out in this Agreement, Vendor agrees to sell and Purchasers agree to buy the Sale Shares (as defined below) and Sale Equity (as defined below).

Now it is hereby agreed by the parties hereto as follows:

1. Interpretation

1.01 In this Agreement and appendixes, the following terms and phrases have the following meanings unless the context otherwise requires.

“Agreement”	This Agreement;
“business day”	A day on which banks in Hong Kong are generally open for business (not including Saturday and the day hosting Tropical Cyclone No.8 or above or Black Rainstorm Warning signal within any times from 9:00am to 5:00pm);

2

“Target Company A”	China Focus City (H.K.) Holdings Limited, is a limited liability company incorporated in Hong Kong on 11 April 2011, with registered office located at Suite 2204, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatusi, Kowloon, Hong Kong, details of which listed on Appendix 1;
“Target Company B”	Qiqihar China Focus City Holdings (Group) Co. Ltd, a limited liability company incorporated in PRC on 11 August, 2011, with registered office located at 3/F, Environmental Protection Building, Hecheng Road North, Qiqihar City, Heilongjiang Province, PRC, details of which listed on Appendix 2;
“Completion”	Completion of sales and purchase of Sale Shares and Sale Equity set under Clause 5;
“Completion Date”	Designated date under Clause 5.01;
“Consideration”	the consideration for sales and purchase of Sale Shares and Sale Equity set under Clause 3;
“Hong Kong dollar” or “HKD”	Hong Kong dollar, the lawful currency of Hong Kong;
“Hong Kong” or “HK”	the Hong Kong Special Administrative Region of the PRC;
“PRC” or “China”	People’s Republic of China;
“RMB” or “Renminbi”	Renminbi, the lawful currency of China;
“Sale Shares”	100 shares to be sold under Clause 2 which is 100% of the issued shares of Target Company A;
“Sale Equity”	75% equity interest to be sold under Clause 2 which is 75% of the issued shares of Target Company B;

3

“subsidiary”	Has the meaning ascribed to it under section 2 of the Companies Ordinance (Chapter 32 of Hong Kong Laws);
“Tieling Company”	Tieling North Asia Development Co., Ltd, a limited liability company incorporated in PRC;
“Tax”	Means the tax affairs in any region all over the world or all the Rates, levy, fees collection, charges, import tax, expense, tax deduction or withdrawal collected, imposed, gathered, deducted in advance or assessed in any properties or form by other authority currently or in the future, including any interest, additional tax, customs duty, penalty, tax demanded after removal of any preferential treatment or changes repayable or claimed;
“US Dollar”	Refer to the legal currency of the United States of America; and
“Guarantee”	Refer to all the guarantees and statements set out in Clause 6 and Appendix 3. “Guarantee” shall be explained as such.

1.02 In case of statutory provisions, it shall include revision, amendment or modification of applicability in accordance with other provisions (modification before or after the date of this Agreement), including renewal of new provisions (modified or not).

1.03 The provisions and appendixes mentioned refer to that of this Agreement; sub-clauses mentioned refer to relevant clauses given (except otherwise specified herein). The appendixes of this Agreement shall be deemed parts of this Agreement.

1.04 If more than one person need to make or sign warranties, statements, compensations, commitments, agreements or obligations, they shall do it jointly or severally.

1.05 Headings are used for convenience, without influences on the explanations of this Agreement.

1.06 Documents created under the “approved provisions”, refer to the documents which are whose contents have been approved by all parties herein or their authorized representatives and distinguished by duly signed by the parties or their representatives.

4

2. Sale of Sale Shares and Sale Equity

2.01 According to this Agreement, the Vendor shall sell the Sale Shares to the Purchasers. Except the charges of convertible bonds of Willis Plus Limited, the Sale Shares have no any lien, mortgage, encumbrances, rights and interest under equity and interests of any third party, meanwhile, all rights attached to shares currently or in the future shall be transferred, including all dividends and allotment declared, distributed or paid on or after the date of this Agreement.

2.02 According to this Agreement, the Vendor shall sell the Sale Equity to the Purchasers through Tieling Company. The Sale Equity has no any lien, mortgage, encumbrances, rights and interest under equity and interests of any third party, meanwhile, all rights attached to shares currently or in the future shall be transferred, including all dividends and allotment declared, distributed or paid on or after the date of this Agreement.

2.03 The Vendor shall sign additional sales agreements (“Domestic Agreements”) applicable for the sales of Sale Equity in China with the Purchasers or a third party designated by the Purchasers through its wholly-owned subsidiaries or /and Tieling Company, the Domestic Agreements shall contain all provisions of Sale Equity to be sold in this Agreement. In the event that the Domestic Agreements fails to contain relevant provisions of this Agreement due to the circumstances in China, the Vendor and the Purchasers shall continue to perform according to relevant provisions of this Agreement or additional agreement.

3. Consideration

3.01 The consideration for the Sale Shares shall be HKD100.00, Company A and Company B buy 85% and 15% of the shares respectively, and pay to the Vendor in cash respectively within 30 days as of the date of signing this Agreement.

3.02 The consideration for the Sale Equity shall be RMB150,000,000.00, but excluding RMB85,595,967.00 due in Clause 4.03(i). The sale of the Sale Equity shall be performed or/ implemented according to the following

The Purchasers or a third party designated by the Purchasers and Tieling Company will conclude a Domestic Agreement to treat how to pay RMB150,000,000.00 as the consideration of Sale Equity and pay according to the following:

5

(i) The Purchasers or the third party designated by the Purchasers shall pay RMB80,000,000.00 to Tieling Northeast Logistics City Co., Ltd for the current account of Target Company B (the “Current Account”) within 30 days after signing this Agreement. The Current Account shall be the amount received temporarily by China Northeast Logistics City Co., Ltd, on behalf of Target Company B prior to the conclusion of this Agreement, then the Purchasers or the third party designated by the Purchasers shall pay the Current Account of Target Company B directly on behalf of China Northeast Logistics City Co., Ltd according to the provisions above. However, if the Purchasers or the third party designated by the Purchasers fails to pay the Current Account, Target Company B shall be entitled to claim against the Purchasers or the third party designated by the Purchasers, and the Vendor and China Northeast Logistics City Co., Ltd will not pay nor be responsible for payment of the Current Account; and

(ii) The remaining amount of RMB70,000,000.00 shall be paid to Tieling Company by the Purchasers or the third party designated by the Purchasers within 30 days after the conclusion of this Agreement.

Within 30 days after completion of Clauses 3.02 (i) and 3.02 (ii), Tieling Company will register the sale of Sale Equity in the name of the Purchasers or the third party designated by the Purchasers; Company A and Company B shall undertake relevant payment obligations according to the proportion of Sale Equity, and Mr. Su Shaobin shall provide relevant guarantees.

4. Conditions

4.01 The sale and purchase of Sale Shares and Sale Equity is conditional upon the compliance of following conditions before the time limit specified in Clause 4.03, without any additional condition or limitation; in case of any condition or limitation, the Vendor and the Purchasers shall have the discretion in written form to consent to the conditions or limitation and should not prevent the compliance of the following conditions. Meanwhile, the Vendor has obtained, achieved or completed all the official or unofficial or authority’s approval needed for the Completion including approval and authorization of Willis Plus Limited and other authorization, approval and exemption documents relating to the conclusion, performance, validity and feasibility, which shall be are valid fully.

6

4.02 Company A, Company B and Su Shaobin shall provide guarantees for the obligations and payment of all the considerations stated in Clauses 3.01 and 3.02 of this Agreement.

4.03 Other conditions and guarantee documents:

(i) All parties confirm that the arrears of Shenzhen Zhenchang Investment Industrial Co., Ltd and Botai Investment Group Co., Ltd shall be owned by the Vendor:

(1) Due to the sales of housing land development right in 2012, Shenzhen Zhenchang Investment Industrial Co., Ltd (“Shenzhen Zhenchang”) and Botai Investment Group Co., Ltd (“Botai”) shall pay RMB121,837,036.00 (the “fund”) to the Target Company B. Shenzhen Zhenchang and Botai shall pay the interest of the fund to the Target Company B by the annual interest rate of 12%, and the interest period shall start from 28^th July 2012 to the date of payment of the fund, but not later than 28^th July 2013;

(2) The fund totaling RMB85,595,967.00 which is an after-tax income of the Vendor in 2012 financial year (the “Arrears”) (the before-tax income totals RMB121,837,036.00). Company A, Company B, Target Company B and Su Shaobin hereby agree that, if Target Company B collects the fund and relevant interests, they will be transferred to the domestic bank account designated and owned by the Vendor before 28^th July 2013, meanwhile, Target Company B, Company A, Company B and Su Shaobin shall provide guarantee for the Arrears and overdue interest jointly and severally on 28^th July 2013.

(ii) All the parties confirm that Target Company A must pay HKD903,088.07 to the Vendor fully and pay it to CMR Holdings within one month after signing the Agreement, and relevant logarithmic documents shall be signed by the parties.

(iii) All the parties confirm that Target Company B must settle the current account to the Vendor and its subsidiaries and Tieling Company, including:

(1) RMB25,000,000.00 payable to China Northeast Logistics City Co., Ltd;

7

(2) RMB9,000,000.00 receivable from Shenzhen China Northeast Logistics City Co., Ltd;

The net amount of RMB16,000,000.00 shall be paid to China Northeast Logistics City Co., Ltd by the Purchasers or the third party designated by the Purchasers within one month after signing this Agreement and relevant logarithmic documents shall be signed by the parties.

(iv) The Purchasers shall sign a legally binding document prepared by the Vendor so as to guarantee and assure the rights and interests of Sale Equity totaling RMB50,000,000.00 as registered capital (25% rights and interests after Completion of Target Company B) and the 21% return (the “guarantee return”) of the Vendor in Target Company B, the payment shall be made to the Vendor or the third party designated by the Vendor on 15^th October each year, and the first payment time of the guarantee return shall be 15^th October 2013.

(v) Company A and Su Shaobin shall sign joint and several guarantee documents, if Company A intends to sell its Sale Equity in Target Company B, before which Company A shall purchase 25% Sale Equity from the Vendor and pay off the guarantee returns in the current year or cumulatively unpaid. Additionally, Company A shall purchase 25% Sale Equity from the Vendor and pay off the guarantee returns in the current year or cumulatively unpaid. Except Company A, the Vendor shall not sell the surplus Sale Equity covering 25% of that in Target Company B to any other third party.

(vi) Target Company B shall pay RMB50,000,000.00 to the bank account designated by Tieling Company before 14^th October 2013, which shall be taken as the additional before-tax guarantee return in the first year, meanwhile, Company A, Company B and Su Shaobin shall provide common and individual guarantees.

8

	Date of payment and delivery	Consideration / condition	References
Sale Shares	Date of share transfer	HKD100.00	3.01
Sale Equity	Within one month after signing agreement	(1) RMB80,000,000.00 (offset/deduction of current account) (2) RMB70,000,000.00	3.02
Other conditions	On or before 28th July 2013	RMB85,595,967.00 plus interest (submission of guarantee documents, refer to Appendix 4)	4.03(i)
	Within one month after signing this Agreement	Payment of HKD903,088.07 to CMR Holdings	4.03(ii)
	Within one month after signing this Agreement	RMB16,000,000.00 paid to China Northeast Logistics City Co., Ltd	4.03(iii)
	15th October of each year	RMB10,500,000.00 (submission of guarantee documents, refer to Appendix 4)	4.03(iv)
	Repurchase of 25% Sale Equity in the future	RMB50,000,000.00 (submission of guarantee documents, refer to Appendix 4)	4.03(v)
	Within one year after signing this Agreement	RMB50,000,000.00	4.03(vi)

5. Completion

5.01 The Completion will be take place on the Completion Date, namely within one month after compliance of all the conditions set out in Clause 4.01 of this Agreement, it shall be carried out in the time and place as agreed (in any case, time is the essence) and in any event no later than 30^th November 2012.

9

5.02 Obligations of the Vendor

During the Completion, the Vendor shall:

(a) Deliver or arrange the following documents to the Purchasers:

(i) Instruments of Transfer for the Sale Shares in the favor of the Purchasers, together with relevant shares certificates; and

(ii) Any other duly signed relevant authorization or other documents for the transfer of the Sale Shares;

(b) Arrange the appointment of authorized persons from the Purchasers to Target Company A and Target Company B as directors of Target Company A and Target Company B;

(c) Deliver to the Purchasers a letter of resignation of directors and other officers (if any) of Target Company A and Target Company B and confirm there are no outstanding claims or other compensation against Target Company A and Target Company B; and

(d) Minutes of approving the sale of the Sale Shares and Sale Equity respectively by the boards of directors of Target Company A and Target Company B;

(e) Provide the resolutions of general meeting to the Purchasers that the sold Sale Equity of Target Company B held by Tieling Company which agrees to transfer it to the Purchasers or the third party designated;

(f) Provide the Purchasers with domestic agreements about sold Sale Equity that Tieling Company is taken as the transferor and Purchasers or a third party as the transferee;

(g) The Vendor shall deliver the documents set out in Clause 4.01 to the Purchasers.

5.03 Obligations of Purchasers

The Purchasers must deliver all documents given in Clauses 4.01 to 4.03 to the Purchasers in case of Completion.

10

5.04 With the remedies (including but not limited the responsibilities the Vendor shall take if failing to fulfill obligations under this Agreement) of the Purchasers or the Vendor not influenced, if any party fails to follow Clause 5 in any aspect on the date of Completion, the other party can:

(a) delay the Completion within 28 days after the Completion (the sub-clause applies to the delayed Completion as well); or

(b) make the Completion with applicable scope (without influence its rights herein); or

(c) cancel this Agreement.

6. Vendor’s Declaration, Guarantee and Warranty

6.01 According to Appendix 3, the Vendor declare, guarantee and warrant to the Purchasers that (this clause shall survive Completion), and agree that the signing of this Agreement by the Purchasers is based on the statements, guarantee and commitment aforesaid, which can be taken as conditions for this Agreement by the Purchasers.

6.02 All statements, guarantee and commitment in paragraphs of Appendix 3 are separated and independent, except otherwise stated, it shall not be restricted due to the references of clauses in other sections or contents of this Agreement or appendixes.

6.03 The Vendor shall not (except where necessary for the execution of this Agreement) make or allow to make any actions or omission, and ensure no such actions or omission is committed before Completion so as to avoid that any such actions or omission would render the statement, guarantee or commitments made herein be taken as a violation, or inaccurate or misleading upon Completion.

6.04 Before the Completion, if any statement, guarantee or commitment is found to have uncertain contents or important contents are not fulfilled or any matters arising or the Purchasers knows or gets informed of have inconsistency with the statements, guarantee or commitment or this Agreement, or the Vendor fails or cannot handle the affairs that it must do before or at the Completion, the Purchasers shall be unnecessary to purchase the full shares or sell the stock ownership. Meanwhile, the Purchasers can send a notice to cancel this Agreement without responsibilities. The right of the Purchasers in this clause is attached to and will not influence any other right of the Purchasers (including the right of the Purchasers to claim against the Vendor for loss or compensation due to such violence or failure of fulfillment), the failure to execute the right shall not be taken as or constitute an abandonment of the right.

11

7. Purchaser’s Declaration, Guarantee and Warranty

The Purchasers declare, guarantee and warrant that Target Company B, Company A and Company B and Su Shaobin will sign all guarantee and security documents according to Clauses 4.01 to 4.03, at the request of the Vendor, Target Company B, Company A, Company B and Su Shaobin will sign guarantee and security documents jointly and severally. The Purchasers states and acknowledges that the due diligence investigation on Target Company A and Target Company B concerning the fidelity has been completed under the disposed data.

8. Obtainment of Data

8.01 Form the signing date of this Agreement, the Vendor shall follow and cause other to follow the rational requirements of the Purchasers to arrange the Purchasers and/authorized representatives to access to relevant books, ownership certificates, records and accounts of Target Company A and Target Company B, approve or cause others to approve the copies of the books, certificates, records and accounts. Directors and employees of Target Company A and Target Company B agree that any data and interpretation aforesaid shall be provided within a rational time to the above persons as required.

8.02 The Purchasers commits to its self that except otherwise stated by laws and regulations, the Purchasers shall not disclose any confidential data relating to Target Company A and Target Company B obtained according to this Agreement before the Completion to anyone except senior officer, employees or professional advisors.

8.03 If this Agreement becomes invalid, according to this Agreement, all data and documents relating to Target Company A and Target Company B given the Purchasers shall be returned to the Vendor. The Vendor agrees that except relevant data have been known or are or to be disclosed to the public (not because of any violence of the Purchasers, its employees or advisor); and the Purchasers shall not use such data it obtains to promote the business of its own or damage the benefits of Target Company A and Target Company B.

12

9. Matters After Completion

(a) After Completion, CMR Holdings and its subsidiaries shall not participate in the daily management of Target Company B and not authorize any person as directors of Target Company A and Target Company B to join the Board of Directors.

(b) After Completion, CMR Holdings and its subsidiaries shall not participate in the future financing activities or provide any security, but help Target Company B to finance through signing or issuing shareholder’s decisions and so on.

(c) After Completion, the Vendor, through its subsidiary Shenzhen China Northeast Logistics City Co., Ltd, will transfer the decoration and fixed assets, and the lease contract (starting from 1^st September 2012) of 27/F of Global Logistics Center at the value dated 31^st August 2012 to the Purchasers, which will be guaranteed by Company A, Company B and Target Company B.

10. Costs

All costs and incidental expenses and fees arising in or relating to this Agreement, sale of Sale Shares shall be borne by the Purchasers and the Vendor in the proportion as agreed. If the Purchasers or the Vendor cancels this Agreement legally as agreed, relevant costs and fees in drafting this Agreement shall be borne by the party which should take the responsibilities.

11. Notices

11.01 When any notice is sent by a party to the other party in this Agreement, if it is mailed to the following addresses (or other addresses that the addressee sends to the addresser with five days in advance) by special carrier or via prepaid registered letter or faxed or facsimiled to the following fax or facsimile numbers listed below, it will be considered to have reached the addressee efficiently.

Purchasers:	Room 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong. Fax: (852) 2111-1890
Tieling Company:	Northeast City Administration Building, Zuanshi Road, Fanhe New District, Tieling City, Liaoning Province, China

13

Target Company A:	P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Target Company B:	P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Su Shaobin:	33/F, 19 Celestial Heights, No.80 Sheung Shing Street, Kowloon, Hong Kong
Target Company B:	3/F, Environmental Protection Building, Hecheng Road (N), Qiqihar City, Heilongjiang Province, China

11.02 Any notice that special carrier sends will be considered to have reached after delivery. Any notice which is sent by telex will be considered to have reached after receiving relevant codes. As for the notice sent through prepaid registered letter, it will be considered to have reach 48 hours after mailing (ten days for overseas letters). In case of certificates for the arrivals, proper address, delivery or mailing shall be shown for the notices (as the case may be).

12. Disclaimer

If a party disclaims its rights against any other provisions violated by the other party, it shall not be taken as a disclaimer to any coming violation or the violation of other provisions in this Agreement. The delay or deferral to any rights under this Agreement by any party shall not be taken as a disclaimer. As long as the provisions in this Agreement are not fulfilled in Completion, they will still be valid completely.

13. Confirmation

The Vendor confirms hereto that Wongs (law firm) will be the attorney of the Vendor in this Agreement, in addition, the Purchasers are told clearly to find independent legal opinions and attorneys.

14. General provisions

14.01 This Agreement will bind the estate, administrators or successors of each party, and be effective for the benefits of estate, administrators or successors of each other, which shall not be transferrable.

14

14.02 This Agreement (including any documents related) shall replace all agreements signed between the parties, and replace all intents, expression and understandings made for the affairs determined in this Agreement before Completion. The parties state herein that any alteration must be done in written before effect.

14.03 Clauses in this Agreement constitute all agreements about the theme in this agreement between the parties, and replace previous communications (oral and written) which are inconsistent with this agreement about the theme made between the parties.

14.04 All provisions including guarantee and commitment in this Agreement shall be continued effectively after Completion if they are not fulfilled in the Completion.

14.05 Right of revocation of a party given in this Agreement shall be a right and remedy attached to this Agreement, which shall not influence all the other rights of the other party. If the party fails to execute the right or does not do it, it shall not constitute the abandonment of other rights and remedies of the other party.

14.06 With the responsibilities of a party not influenced, the other party can exempt its responsibilities in this Agreement or compromises or give other graces to the party aforesaid.

14.07 The Purchasers and the Vendor shall make and sign or ensure to make and sign further action, conducts, and proceedings, documents necessary to perform this Agreement, and deliver the benefits which will be obtained by the parties concerned to the other party.

14.08 Copies of this Agreement which have been signed shall have the same legal effect.

14.09 If any clause of this Agreement is declared invalid, illegal or non-mandatory by any court, tribunal or local authorities with judicial jurisdiction, in accordance with relevant laws and regulations, the clause can be deleted, which however, shall not affect the validity, legitimacy or enforcement of other clauses, and other clauses shall be executed continuously.

14.10 Any matter not mentioned in this Agreement shall be negotiated with full efforts between the Purchasers and the Vendor, if any additional agreement is signed, it shall have the same legal effect as this Agreement.

15

15. Governing Laws and Jurisdiction

15.01 This Agreement will be governed and interpreted by laws and regulations in Hong Kong. All parties in this Agreement agree to follow the non-exclusive jurisdiction so as to determine and enforce any claims arising in or due to this Agreement.

15.02 All parties in this Agreement enjoy or shall enjoy any immunity to themselves and their properties in any time when executing any office, juridical action or legal proceedings (inside or outside Hong Kong) regarding to this Agreement or other relevant documents, whether the immunity is sovereign immunity or other immunities (including immunities of summons, distrainment of properties before court judgment or in the (or assisting) execution of judgment. All parties in this Agreement shall abandon all immunities unconditionally to the max under the applicable laws and regulations. All parties in this Agreement shall accept any order (or interlocutory order) obtained or any summons sent in juridical actions or proceedings, especially accept the order to send or execute any property of their own for any purpose in the juridical actions or proceedings.

15.03 Clause 15.01 shall not affect or restrict additional agreements about applicable laws and jurisdiction between the two parties. If new agreements are signed, the new agreement shall prevail.

16. Miscellaneous

This Agreement has six counterparts in Chinese version, if there are any conflicts between Chinese versions and English versions, the Chinese version shall prevail.

16

This Agreement is signed on the date affixed on the first page in witness of execution.

China Metro-Rural Limited	)
Authorized Representative:	)
in the presence of:	)
Tieling North Asia Development Co., Ltd.	)
Authorized Representative:	)
in the presence of:	)
Run Xing Investments Limited	)
Authorized Representative:	)
in the presence of:	)
Honour Noble Holdings Limited	)
Authorized Representative:	)
in the presence of:	)
Su Shaobin:	)
in the presence of:	)
Qiqihar China Focus City Holdings (Group) Co., Ltd	)
Authorized Representative:	)
in the presence of:	)

17

Appendix 1

Details of China Focus City (HK) Holdings Limited

Name	:	CHINA FOCUS CITY (H.K.) HOLDINGS LIMITED
Company No.	:	1586144
Date of Incorporation	:	11th April 2011
Place of Incorporation	:	Hong Kong
Registered Office	:	Room 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong
Authorized Share Capital	:	HKD1,000,000.00 divided into 1,000,000 ordinary shares of HKD1.00 each
Share Capital issued	:	HKD1.00 divided into 1 ordinary share of HKD1.00 each
Directors	:	Two Directors: HO MIN SANG SU SHAOBIN
Shareholders	:	One Shareholder CHINA METRO-RURAL LIMITED – hold 1 share
Secretary	:	FAN PUI KWAN

18

Appendix 2

Details of Qiqihar China Focus City Holdings (Group) Co., Ltd

Name	:	Qiqihar China Focus City Holdings (Group) Co., Ltd
Registration No	:	2302 0010 089536
Date of Incorporation	:	2nd August 2011
Place of Incorporation	:	China
Address	:	3/F, Environmental Protection Building, Hecheng Road (N), Qiqihar City, Heilongjiang Province, China
Registered Capital	:	RMB200,000,000.00
Directors	:	Four Directors HO MIN SANG SU SHAOBIN Sio Kam Seng XU ZHUQI
Shareholders	:	One shareholder TIELING NORTH ASIA DEVELOPMENT CO., LTD

19

Appendix 3

Declaration Guarantee and Warranty of the Vendor

Preconditions

1. Except otherwise stated herein,

(a) Clause 1 relating to the Appendix applies to the meaning and interpretation of phrases and expressions used herein; and

(b) If not specified in Clause 1 mentioned above, any phrase or expression, which is defined in the Inland Revenue Ordinances or Companies Ordinances, shall be still interpreted by the Ordinances.

About Vendor

2. The Vendor shall have the right to sign and fulfill this Agreement as party to this Agreement, and been approved by all companies, enterprises or organized for the activities aforesaid and obtained documents for approval, authorization or exemption from governments, administrations or other authorities.

3. Signing this Agreement shall constitute legal, effective and binding obligations to the Vendor, which can be fulfilled under relevant rules and provisions, and executed in Hong Kong or by courts with relevant judicial jurisdiction (as the case may be).

4. When the Vendor signs and fulfills this Agreement or executes the rights under this Agreement, (i) it shall have no conflicts against any law, rule or ordinance that it should follow; (ii) it shall not have conflicts against any clauses of Articles of Association of the Vendor; (iii) it shall not have conflicts against any agreement or document where the Vendor is party concerned, or any agreement or documents which have binding force to the Vendor or its properties.

5. All official or non-official approval, authorization of the Vendor necessary for this Agreement and the authorization, approval and exemption relating to the signing, fulfillment, validity and feasibility of this Agreement shall be obtained, achieved or released before the Completion date, including convertible bonds of Willis Plus Limited, which are effective completely to the shares of the Target Company A after release of charges.

20

6. The Vendor is the owner of the Sale Shares, which will not be affected by any lien, mortgage or encumbrances. Target Company A and /or Target Company B has not executed any lien upon any share to be sold, or receive any payment request for any share to be sold. All Sale Shares have been subscribed fully.

7. Without the prior and written consents of the Purchasers, the Vendor shall not dispose any right or benefit of/belonging to the Sale Shares after signing this Agreement and before Completion, and not set any option or preference to the shares (or stock ownership) to be sold, or set any mortgage, pledge or other encumbrances to them.

8. When signing this Agreement, if Target Company A and Target Company B have any guarantee, mortgage or other any third party including but not limited to the Vendor, its subsidiaries, has set any rights and benefits (disclosed or not), after signing this Agreement till the Completion, the Vendor shall cause Target Company A and Target Company B to cancel the guarantee, mortgage or rights and benefits set by a third party, except those unnecessary for cancellation in the opinion of the Purchasers. If the Vendor fails to cause Target Company A to cancel the guarantee, mortgage or rights and benefits set by a third party as scheduled, the Vendor shall bear all direct losses of the Purchasers.

Corporate Affairs

9. Target Company A and /or Target Company B has been established and validly subsisting, which is not taken over or liquidated, it has no action for application for liquidation, no submittals for business termination of Target Company A and /or Target Company B, no any cause for submission of application, or application for business termination of Target Company A and /or Target Company B or authorizing agents to take over Target Company A and /or Target Company B.

10. Target Company A has no any subsidiary, and the subsidiaries of Target Company B have been disclosed to the Purchasers completely.

11. The Sale Shares are complete shares of Target Company A, which has not reduced, returned or purchased any other shares.

21

12. Currently, there are no any option or agreement not fulfilled, which request sales of any shares of Target Company A or rights authorized to anyone for shares, or request any mortgage, pledge, lien or other guarantee or encumbrances

13. Starting from the signing date of this Agreement, the Vendor shall not and ensure Target Company A and/or Target Company B will not issue or reissue any shares or shock ownership to anyone, or authorize anyone for request for issuance.

14. The copies of the Memorandum and Articles of Association of Target Company A and/or Target Company B have been submitted to the attorney of the Purchasers, all documents and contents are correct and completed, and copies of all necessary decisions and agreements are attached as required. Target Company A and/or Target Company B shall abide by the Memorandum and Articles of Association, and all activities, agreements, commitments or rights of Target Company A and/or Target Company B shall not go beyond its authorities or out of permit.

15. Shareholders’ registers of Target Company A and/or Target Company B and other legal books shall carry the latest data, and make correct, full and real records of all affairs necessary.

Lawsuits

16. Target Company A and/or Target Company B has been not involved in any civil, criminal, arbitration proceedings or any legal proceedings or tribunal as plaintiff, defendant or other positions, and has no any legal proceedings suspended or threatened to lodge.

Accurate Data Provided

17. (a)    All data in preconditions and appendixes of this Agreement are real and accurate.

(b) The Vendor, senior staffs of Target Company A and/or Target Company B, special advisor of the Vendor, advisor of Target Company A and/or Target Company B shall provide written data to the Purchasers and its special advisor, which are real and accurate when provided at the date stated in this Agreement.

(c) If the Vendor finds any matters which violate any statement, guarantee or commitment stated in this Agreement, the Vendor shall inform the Purchasers quickly in written form.

22

(d) If any date mentioned in or of this Agreement is replaced by the date of real Completion mentioned in this Agreement, all guarantees and statements shall go as usual.

General Provisions

18. Signing of this Agreement, delivery and Completion completed as expected shall not cause, cancel or terminate any agreement that Target Company A and/or Target Company B serves as a party concerned, any agreement, commitment, where Target Company A and/or Target Company B or its properties may be bound or affected, or the violence of any clause or conditions in any documents, and not lead to the violence of any administrative or governmental laws, rules or regulations, or the violence of ordinance, writ, prohibitive injunction or codes from courts, administration or authorities of Target Company A and/or Target Company B.

23

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated July 16, 2012 relating to the financial statements, which appears in China Metro-Rural Holdings Limited’s Annual Report on Form 20-F for the year ended March 31, 2012. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers

Hong Kong, November 5, 2012