6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2013

Commission File Number 000-53776

China Metro-Rural Holdings Limited

(Translation of registrant’s name into English)

Suite 2204, 22/F Sun Life Tower,

The Gateway, 15 Canton Road,

Tsimshatsui, Kowloon, Hong Kong

(Address of principal executive office)

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

Form 20-F  x            Form 40-F  ¨

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

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

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

Yes  ¨            No   x

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

The information included in the Report on Form 6-K is incorporated by reference into the registration statements on Form F-3 (File No. 333-171825 and File No. 333-184774).

Attached hereto and incorporated by reference herein is a press release announcing mid-year financial results, dated November 29, 2013.

SIGNATURES

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

Date: November 29, 2013		CHINA METRO-RURAL HOLDINGS LIMITED
	By	/s/ Sio Kam Seng
		Sio Kam Seng Executive Director and Chairman of the Board, Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release announcing mid-year financial results, dated November 29, 2013.

EX-99.1

Exhibit 99.1

China Metro-Rural Holdings Limited

FOR IMMEDIATE RELEASE

CNR Announces its Results for

the Six Months ended September 30, 2013

NEW YORK, (MARKETWIRE) – November 29, 2013 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce its unaudited consolidated financial results of the Company and its subsidiaries (collectively the “Group”) for the six months ended September 30, 2013.

Major Events:

• Commencement of project in Hengyang City, Hunan Province of the PRC

During the period, the Group has commenced a new project in Hengyang City (the “Hengyang Project”) which is focused on agricultural logistics as well as urban rural migration re-development businesses. The planned site area of the Hengyang Project is approximately 2.7 million square meters with corresponding maximum gross floor area of approximately 7.5 million square meters. The Group has already entered into auctions and has acquired 196,606 square meters of land. The Group is also currently in the planning stage and in the process of obtaining various permits for the development of the Hengyang Project. The first phase of construction with total gross floor area of approximately 144,000 square meters is expected to commence in the near future.

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Financial Highlights:

Continuing operations

The Group has two reportable operating segments, agricultural logistics business and rural-urban migration and city re-development business. Our agricultural logistics business is comprised of (1) development, sales and leasing properties 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. 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 districts.

Agricultural Logistics Business

• Net revenue generated by the Group decreased from HK$206,579,000 for the six months ended September 30, 2012 to HK$152,471,000 for the six months ended September 30, 2013, representing a year-over-year decrease of 26.2%.

• Sales of gross floor area decreased from 35,994 square meters for the six months ended September 30, 2012 to 24,391 square meters for the six months ended September 30, 2013, representing a year-over-year decrease of 32.2%. Gross floor area sold during the period consisted of trade centers of 24,270 square meters (2012: 35,994 square meters). Sales for the six months ended September 30, 2013 also included residential properties of 121 square meters.

• Gross profit percentage decreased from 37.1% for the six months ended September 30, 2012 to 35.2% for the six months ended September 30, 2013.

• Other income and gains, net were approximately HK$79,092,000 for the six months ended September 30, 2012. Other income and losses, net were a loss of approximately HK$5,680,000 for the six months ended September 30, 2013. Included in other income and (losses)/gains, net, was a government subsidy of HK$11,657,000 (2012: HK$35,027,000) for the six months ended September 30, 2013, representing a year-over-year decrease of 66.7%, a loss of HK$12,623,000 (2012: a gain of HK$52,221,000) arising from fair value changes of derivative components of convertible bonds and warrants. Other income and (losses)/gain, net, for the six month ended September 30, 2012 also included the transaction cost related to the derivative components of convertible bonds of HK$7,156,000.

• Selling expenses decreased from HK$32,123,000 for the six months ended September 30, 2012 to HK$13,686,000 for the six months ended September 30, 2013, representing a year-over-year decrease of 57.4%.

• Administrative expenses decreased from HK$54,155,000 for the six months ended September 30, 2012 to HK$49,211,000 for the six months ended September 30, 2013, representing a year-over-year decrease of 9.1%.

• Finance income increased from HK$512,000 for the six months ended September 30, 2012 to HK$19,943,000 for the six months ended September 30, 2013, representing a year-over-year increase of 3,795.1%. Included in finance income was an interest income on other receivables of HK$19,491,000 for the six months ended September 30, 2013.

• Income tax expenses decreased from HK$21,155,000 for the six months ended September 30, 2012 to HK$20,099,000 for the six months ended September 30, 2013, representing a year-over-year decrease of 5.0%. The effective tax rate increase from 39.3% for the six months ended September 30, 2012 to 480.3% for the six months ended September 30, 2013. The increase is contributed to expenses, including losses arising from the increase in fair value of derivative financial liabilities, which were non-deductible for tax purpose.

• Net profit attributable to the equity holders of the Company was HK$24,622,000 for the six months ended September 30, 2012. Net loss attributable to equity holders of the Company was HK$20,584,000 for the six months ended September 30, 2013.

Rural-Urban Migration and City Re-Development Business

Since the disposal of the Company’s project in Qiqihar, the Group continues to operate its rural-urban migration and city re-development business through other subsidiaries and no results were generated in the six months ended September 30, 2013 and 2012 from this business.

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Discontinued operations

Rural-Urban Migration and City Re-Development Business – Qiqihar

On November 30, 2012, the Company disposed of its entire equity interest in China Focus City (H.K.) Holdings Limited and, in effect, disposed of its entire equity interest in Qiqihar China Focus City (H.K.) Holdings Limited (Group) Co., Ltd. As a result of the disposal, our Rural-Urban Migration and City Re-development Business – Qiqihar was classified as discontinued operations, which comprised of (1) servicing and assignments of development rights and (2) development and sale of residential, commercial and other auxiliary properties in new city center district of Qiqihar City. As the discontinued operations ceased to operate during the year ended March 31, 2013, thus no results were generated in the six months ended September 30, 2013.

ABOUT CHINA METRO-RURAL HOLDINGS LIMITED

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

Forward-Looking Statements

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

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

CONTACT:

China Metro-Rural Holdings Limited—	Investor Relations Department
Phone: (852) 2111 3815	E-mail: ir@chinametrorural.com

www.chinametrorural.com

www.nlc88.com

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CHINA METRO-RURAL HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE SIX MONTHS ENDED SEPTEMBER 30

	2013			2013			2012
	US$’000			HK$’000			HK$’000
	(Unaudited)			(Unaudited)			(Unaudited)
	(Note 2)
Continuing Operations
Revenue		19,548			152,471			206,579
Cost of sales		(12,667	)		(98,802	)		(129,883	)
Gross profit		6,881			53,669			76,696
Other income, net		1,548			12,072			35,621
Other (losses)/gains, net		(2,276	)		(17,752	)		43,471
Selling expenses		(1,755	)		(13,686	)		(32,123	)
Administrative expenses		(6,309	)		(49,211	)		(54,155	)
Operating (loss)/profit		(1,911	)		(14,908	)		69,510
Finance income		2,557			19,943			512
Finance costs		—			—			(12,570	)
Finance income/(costs) –net		2,557			19,943			(12,058	)
Share of losses of an associate		(109	)		(850	)		(3,681	)
Profit before income tax		537			4,185			53,771
Income tax expenses		(2,577	)		(20,099	)		(21,155	)
(Loss)/profit for the period from continuing operations		(2,040	)		(15,914	)		32,616
Discontinued Operations
Loss for the period from discontinued operations, net of tax		—			—			(10,312	)
(Loss)/profit for the period		(2,040	)		(15,914	)		22,304
Attributable to:
Equity holders of the Company		(2,639	)		(20,584	)		14,310
Non-controlling interests		599			4,670			7,994
		(2,040	)		(15,914	)		22,304
(Loss)/earnings per share attributable to equity holders of the Company during the period
Basic (loss)/earnings per share
From continuing operations	US$	(0.04	)	HK$	(0.28	)	HK$	0.33
From discontinued operations		—			—		HK$	(0.14	)
	US$	(0.04	)	HK$	(0.28	)	HK$	0.19
Diluted loss per share
From continuing operations	US$	(0.04	)	HK$	(0.28	)	HK$	(0.20	)
From discontinued operations		—			—		HK$	(0.12	)
	US$	(0.04	)	HK$	(0.28	)	HK$	(0.32	)

The accompanying notes are an integral part of this press release.

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CHINA METRO-RURAL HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED SEPTEMBER 30

	2013			2013			2012
	US$’000			HK$’000			HK$’000
	(Unaudited)			(Unaudited)			(Unaudited)
	(Note 2)
(Loss)/profit for the period		(2,040	)		(15,914	)		22,304
Other comprehensive income/(loss), net of tax:
Items that may be reclassified to income statement
Exchange difference on translation of foreign operations		4,511			35,187			(4,251	)
Total comprehensive income for the period		2,471			19,273			18,053
Total comprehensive income/(loss) for the period attributable to:
Equity holders of the Company
Continuing operations		1,651			12,875			20,606
Discontinued operations		—			—			(10,312	)
		1,651			12,875			10,294
Non-controlling interests
Continuing operations		820			6,398			7,759
Discontinued operations		—			—			—
		820			6,398			7,759
		2,471			19,273			18,053

The accompanying notes are an integral part of this press release.

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CHINA METRO-RURAL HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	September 30,				March 31,
	2013		2013		2013
	US$’000		HK$’000		HK$’000
	(Unaudited)		(Unaudited)		(Unaudited)
	(Note 2)
Non-current assets
Investment properties		72,401		564,730		553,633
Investment properties under construction		1,973		15,393		15,077
Property, plant and equipment		13,574		105,876		107,145
Land use rights		10,111		78,867		78,407
Deposit for investment properties		1,927		15,033		14,738
Deposit for acquisition of land use rights		16,420		128,073		125,556
Interest in an associate		3,330		25,970		26,298
Deferred income tax assets		349		2,724		—
Restricted and pledged bank deposits		1,778		13,866		13,594
		121,863		950,532		934,448
Current assets
Completed properties held for sale		55,132		430,033		501,620
Properties under development		157,964		1,232,118		931,404
Land use rights		281		2,191		2,178
Deposit for acquisition of land use rights		82,456		643,153		—
Trade and other receivables		49,763		388,155		433,507
Restricted and pledged bank deposits		4,605		35,920		35,182
Cash and cash equivalents		30,231		235,800		364,539
		380,432		2,967,370		2,268,430
Current liabilities
Trade payables, other payables and accruals		90,659		707,139		383,370
Receipt in advance		4,285		33,427		37,469
Current income tax liabilities		34,515		269,217		245,569
Derivative financial liabilities		41,942		327,145		314,522
Bank and other borrowings		73,048		569,772		286,703
		244,449		1,906,700		1,267,633
Net current assets		135,983		1,060,670		1,000,797
Total assets less current liabilities		257,846		2,011,202		1,935,245
Non-current liabilities
Deferred income tax liabilities		10,866		84,755		83,090
Bank and other borrowings		42,196		329,129		297,271
Convertible bonds		42,286		329,830		306,669
Loan from a non-controlling interest of a subsidiary		7,538		58,800		58,800
		102,886		802,514		745,830
Net assets		154,960		1,208,688		1,189,415

The accompanying notes are an integral part of this press release.

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CHINA METRO-RURAL HOLDINGS LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION – (Continued)

	September 30,				March 31,
	2013		2013		2013
	US$’000		HK$’000		HK$’000
	(Unaudited)		(Unaudited)		(Unaudited)
	(Note 2)
Equity
Equity attributable to equity holders of the Company
Share capital		73		573		573
Reserves		150,455		1,173,546		1,160,671
		150,528		1,174,119		1,161,244
Non-controlling interests		4,432		34,569		28,171
Total equity		154,960		1,208,688		1,189,415

The accompanying notes are an integral part of this press release.

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CHINA METRO-RURAL HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30

	2013			2013			2012
	US$’000			HK$’000			HK$’000
	(Unaudited)			(Unaudited)			(Unaudited)
	(Note 2)
Net cash (used in)/generated from operating activities		(55,692	)		(434,395	)		1,169
Net cash used in investing activities		(238	)		(1,853	)		(19,318	)
Net cash generated from financing activities		38,803			302,663			239,079
Net (decrease)/increase in cash and cash equivalents		(17,127	)		(133,585	)		220,930
Cash and cash equivalents at beginning of the period		46,736			364,539			343,578
Effect of foreign exchange rate changes		622			4,846			(928	)
Cash and cash equivalents at end of the period		30,231			235,800			563,580

The accompanying notes are an integral part of this press release.

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CHINA METRO-RURAL HOLDINGS LIMITED

NOTES TO UNAUDITED FINANCIAL INFORMATION

1. BASIS OF PREPARATION AND ACCOUNTING POLICIES

The financial information presented herein have not been audited by an independent registered public accounting firm, but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of financial information. However, this information is not necessarily indicative of results of any other interim period or for the full fiscal year. The accounting policies and basis of preparation adopted in the preparation of the condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of financial positions and condensed consolidated statement of cash flows (collectively the “Condensed Statements”) are consistent with those used in the annual financial statements of the Group for the fiscal year ended March 31, 2013.

2. US DOLLAR EQUIVALENTS

The US dollar equivalents of the figures shown in the Condensed Statements are supplementary information and have been translated at HK$7.8 to US$1.0, representing the rate on September 30, 2013 for U.S. dollar in New York for cable transfers in Hong Kong dollars as certified for custom purposes by the Federal Reserve Bank of New York. Such translation should not be construed as representations that the Hong Kong dollar amounts represent, or have been or could be converted into, US dollar at that or any other rate.

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