China Metro-Rural (NYSE AMEX:CNR)

NEW YORK, NY--(Marketwire - Nov 28, 2011) - China Metro-Rural Holdings Limited (the "Company") (NYSE Amex: CNR) announces the filing of its interim results for the six months ended September 30, 2011 with the Securities and Exchange Commission ("SEC") and the following letter from the Chairman:

To Shareholders:

The past 6 months have been challenging for the world's economy as it was buffeted by the US economic recession, China's monetary tightening and Europe's debt crisis, in particular problems in Greece and Spain. Still, we believe the Company has made decent achievements overall. Looking forward, we face huge challenges -- including the slowdown of the Chinese economy and the continuing credit crunch.

Our management is ready for the challenges facing it and is committed to strive to increase shareholders' value during bad times such as those experienced in the global economy during the past two years. We continue to work toward our goal for the future -- to become one of the leading agricultural logistics and urban rural migration companies in China.

We provide the following updates of our current projects:

Our Tieling Project is making inroads. We have fine-tuned our sales and marketing strategies and focused on the development of our core competitiveness. The momentum in favor of this project has been building steadily. Due to an increase of industry-wide awareness and our presentations, more and more local businessmen are embracing the vision of our agriculture trading platform. We have sold total gross floor area of approximately 27,000 square meters for the six months ended September 30, 2011.

Our Dezhou Project commenced in October 2010. As of November 21, 2011, nearly 1,900 potential buyers have made reservations to acquire trade center units of our first phase of Dezhou Project, which represents approximately 160,000 square meters of gross floor area.

Our Qiqihar Project is in preliminary stages, but we see it as a remarkable project that expands our business into a whole new horizon and has the potential to bring tremendous value to the Company.

Yours truly,

Sio Kam Seng
Chairman of the Board

NEW YORK, NY--(Marketwire - Sep 22, 2011) - China Metro-Rural Holdings Limited (the "Company") (NYSE Amex: CNR) is pleased to announce the acquisition of China Focus City (H.K.) Holdings Limited by China Metro-Rural Limited, one of the subsidiaries of CNR.

China Focus City (H.K.) Holdings Limited has signed a framework agreement with The People's Government of Qiqihaer City, Heilongjiang Province, PRC, to develop an agricultural logistics platform and another designated area in Qiqihaer City (the "Qiqihaer Project").

"We are already a leader in the construction and operation of agricultural logistics platforms in China. With the addition of the Qiqihaer Project, we not only strengthen our position in the agricultural logistics platform development industry, but further tap into growth potential associated with powerful demographical trends of China by engaging in rural-urban migration redevelopment projects," Mr. Sam Sio, Chairman of the Company, states. "Mr. Norman Su and Mr. Michael Ho, both CNR's directors and partial owners of China Focus City, will work toward building our rural-urban migration redevelopment solutions with high effectiveness and operational efficiency. The addition of the Qiqihaer Project through our acquisition of China Focus City (H.K.) Holdings Limited is expected to enhance our growth. Together with our projects in Tieling and Dezhou, the Qiqihaer Project reaffirms our position as a leader in industries that are expected to benefit from the rural-urban migration in China for the years to come. We expect to fund the Qiqihaer Project with our internal resources."

The acquisition has been reviewed and approved by the Board of the Directors of the Company.

GeoTeam® Note: 2011 vs. 2010 vs. 2009  EPS in $:  $0.40 vs. $0.34 vs. $0.15.

NEW YORK, NY--(Marketwire - Jul 11, 2011) - China Metro-Rural Holdings Limited (the "Company" or "CNR") (NYSE Amex: CNR) today announced the filing of its 2011 annual report on Form 20-F for the fiscal year ended March 31, 2011 with the Securities and Exchange Commission ("SEC") and the following letter from the Chairman:

Dear Shareholders,

Fiscal year 2011 represented a year of solid execution and growth in almost all aspects of the business of CNR. Given our financial performance, agricultural logistics market positioning and very good traction in key growth opportunities -- including the expansion of our logistics platform to Dezhou City, Shandong Province, PRC, we believe that we have been uniquely developing CNR as one of the leading agricultural logistics platform developers and operators in China.

Our net profit attributable to the equity holders of the Company from continuing operation for the fiscal year ended March 31, 2011 was approximately HK$203 million, or approximately US$26 million, which represented a growth of more than 22 percent as compared with same period last year, while maintaining our commitment to offer one-stop solutions with price and performance advantages to customers, traders, farmers and partners. The balance between profitability and success may be one of our best accomplishments as a company and something that only a few Chinese companies have accomplished over the last several years.

Over the past year, investors started to see a light at the end of the tunnel as the US economy began to emerge from one of the worst financial crisis in history as well as the "Chinese Financial Shenanigans" simultaneously, regulators and market participants have sought to create additional protections for investors, while amplifying the call for transparency throughout Chinese stocks. Amid the active public discourse on the varied needs of investors and evolving regulatory environment at the SEC and PCAOBs, we consistently delivered solid operating results accompanied by a high standard of corporate governance. The overall strength of CNR's performance was demonstrated, despite the challenging environment in China which included adoption of proactive fiscal and prudent monetary policies to cool down China's economy; and the slow down of the economic growth in China.

CNR's key customers, partners, employees, and shareholders remain at the center of our strategy. The results of fiscal year 2011 reflected our focus on the needs of our stakeholders even during a tough environment, during a time of slow recovery and growth in the United States. Our role as a trusted business partner is becoming increasingly important as our stakeholders not only focus on future investments that drive profitability, productivity, return on investment and cost savings in 2012, but also on the credibility from their business partners.

Our Financial Performance

I am pleased to report our financial performance for the fiscal year ended March 31, 2011. Like every preceding year, challenges come at a time when promising opportunities are also underway. While we have prepared and equipped ourselves to meet challenges from time to time, we have also strived to capture opportunities for growth and expansion in China. During the fiscal year ended March 31, 2011, our first Project -- China Northeast Logistics City - Tieling located in Tieling City, Liaoning Province, PRC, which currently accounts for all of our revenue, grew at an impressive rate of over 72% as compared to the preceding year in terms of revenue. As for the net profit attributable to the equity holders of the Company from continuing operation, it grew at rate of close to 23% as compared with the preceding year. Our competitive advantages include our unparalleled locations in Northern China, as well as strong government support, low costs, and unique business model of our first project. Our second project, China Northeast Logistics City - Dezhou commenced planning and construction in June 2011. The competitive advantages in both projects should continue to fuel our growth for many years ahead.

Yours sincerely,

CHENG Chung Hing, Ricky 
Chairman of the Board 
China Metro-Rural Holdings Limited

CHINA METRO-RURAL HOLDINGS LIMITED

CONDENSED CONSOLIDATED INCOME STATEMENT

GeoTeam® Note: 6 months 2009 EPS in dollars equates to about $0.05

On July 9, 2010, China Metro-Rural Holdings Limited, or the Company, filed its Annual Report on Form 20-F for the year ended March 31, 2010, or the 2010 Form 20-F, with the U.S. Securities and Exchange Commission, or the Commission.

On July 28, 2010, the Company announced its decision to distribute its entire equity interest in Man Sang International Limited, or MS IL, to the Company’s shareholders, or the Distribution. In line with the accounting policies of the Company and its subsidiaries, or the Group, the results attributable to MS IL were shown as discontinued operations in the Group’s unaudited condensed consolidated interim financial information for the six months ended September 30, 2010.

In the Form 6-K furnished to the Commission on October 28, 2010, announcing the Company’s consolidated results for the six months ended September 30, 2010, the Company classified the release of translation reserve resulting from the Distribution within the continuing operation on the condensed consolidated income statement. However, the release of translation reserve was a result of the distribution of the shares of MS IL which carried out the discontinued operations. Accordingly, the Group’s results of operations for the six months ended September 30, 2010 included in the unaudited condensed consolidated interim financial statements in this Form 6-K reflect the release of translation reserve as a component of discontinued operations on the condensed consolidated income statement.

As a result of the Distribution, which was subsequent to the filing with the Commission of the 2010 Form 20-F, the Company re-presented in a separate report on Form 6-K furnished on January 18, 2011, or the Related 6-K Report, its consolidated financial statements for the three years ended March 31, 2010 to reflect the presentation of such financial statements, distinguishing between the Group’s continuing operation and discontinued operations. In addition, management’s discussion and analysis of the Group’s financial performance for the three years ended March 31, 2010 was re-presented, distinguishing between the Company’s continuing and discontinued operations. The Related 6-K Report is being furnished to the Commission contemporaneously with this Form 6-K.

In addition, this Form 6-K supplements the Related 6-K Report in respect of the Group’s results of operations for the six months months ended September 30, 2010, and includes a full set of unaudited condensed consolidated interim financial information and related management’s discussion and analsysis of the Group’s performance for the six months ended September 30, 2010.

The information included in the exhibits to this Form 6-K (which includes the Group’s condensed consolidated interim financial information for the six months ended September 30, 2010, as well as management’s review and analysis thereof) should be read in conjunction with the Related 6-K Report. This Form 6-K and the Related 6-K Report should also be read in conjunction with the 2010 Form 20-F.

Exhibits

• 99.1    Management’s Discussion and Analysis of Financial Condition and Results of Operations 
• 99.2    Unaudited Condensed Consolidated Interim Results of Operations of China Metro- Rural Holdings Limited for the six months ended September 30, 2009 and September 30, 2010, and notes thereto.
  

Also see related filing discussing fiscal 2010 full year results including the consent  PRICEWATERHOUSECOOPERS in EX-99.7.

CHINA METRO-RURAL HOLDINGS LIMITED

CONSOLIDATED INCOME STATEMENT

For the years ended March 31, 2010, 2009 and 2008

This morning, in an effort to expand its real estate division,  Man Sang announced a merger transaction with China Metro. The Man Sang Group is principally engaged in the purchasing, processing, assembling, merchandising and wholesale distribution of pearls, pearl jewelry and other jewelry products. We have never been too crazy about Man Sang:

• Recent profitability and EPS growth has been inconsistent which MHJ attributed to a downturn of property markets in Hong Kong and the People's Republic of China.
• Liquidity problems existed.
• We generally don't focus on the real estate sector.

Silver Lining?

• China real estate market has recovered.
• Liquidity problems may have been resolved.
• The stock is trading under its book value per share of over $8.00.

We found it odd that MHJ will be issuing 57.4 million shares to China Metro at $5.00, substantially above its current  market price of $2.45.  We are not sure what to make of this. Is the move a vote of confidence from China Metro or just an attempt to reverse the stock's major down trend since November?  The move certainly adds a ton of shares to Man Sang's  current share primary count of 6.4 million.  Complicating matters, the company has yet to issue financial information on China Metro.  We threw some funds Man Sang's just for fun, in case the investor rumor mill goes into motion.  

Note:

• The chart has been in a serious decline since November.
• We still need to confirm shares outstanding pre-merger.

Despite signs of stabilization in economic conditions following a series of stimulus measures, there is still a high degree of economic uncertainty which makes it difficult for us to assess credit and capital markets, the future direction of economic conditions and the further effects these factors could have on the global economy. Customers remain cautious about increasing their levels of inventories, which adversely affects demand for our products in our Pearl Operations. In the meantime, investor demand for real estate in the PRC has declined significantly reflecting a reduction of capital invested in the market. A further recessionary economic cycle, higher levels of unemployment, higher consumer debt levels, or other economic factors could further adversely affect our results of operations.

Looking ahead, we anticipate the global economic environment will continue to stabilize and recover slowly over the coming year. We will continue to monitor the effects of the financial crisis in the markets where we operate and to adopt appropriate business and financial management policies in order to capture business growth opportunities when economic conditions improve.

Source: SEC Form (For the quarterly period ended June 30, 2009, Page 2)

"We believe that the majority of markets where we operate will be negatively affected by the financial crisis through the first half of fiscal year 2010. We will continue to monitor the effects of the financial crisis in the markets where we operate and to adopt the appropriate business and financial management policies to ensure that we are able to further develop our market share in our core markets."

Source: Third Quarter 10Q For the fiscal year ended March 31, 2009, page 49)

Pearl Operations

Economic conditions have recently deteriorated significantly in many countries and regions, including the markets in which we conduct our Pearl Operations, and may remain depressed for the foreseeable future. If unfavorable economic conditions continue to challenge the consumer environment, our business, results of operations, financial condition and cash flows could be adversely affected. Our Pearl Operations in Europe have exhibited a relatively strong performance during the first three quarters of fiscal year 2009. However, we do not expect to maintain these performance levels in the short-term due to a recent deterioration of economic conditions. As a result, we are in the process of adopting more conservative policies, including shortening the credit terms we provide to our customers and closely monitoring our customer’s payment history, to ensure that we maintain adequate liquidity to fund our operations. Our Pearl Operations are geographically diverse and we believe we are well-positioned to react to deteriorating global market conditions.

Real Estate Operations

 During the nine months ended December 31, 2008, conditions in the PRC real estate market deteriorated significantly. The deterioration was largely due to macroeconomic policies and austerity measures implemented by the PRC Government with respect to the PRC real estate market, as well as a material downturn in the global financial market, which has resulted in tightened monetary policy in the PRC and worldwide. As the economic crisis has accelerated in the United States and Europe, the PRC Government has launched and announced various financial stimulus plans to limit the impact on the domestic economy. These plans include: elimination of barriers to access credit for businesses; support for small and medium-sized enterprises; the promotion of additional lending by China’s three policy banks (China Development Bank, China Export and Import Bank and China Agricultural Development Bank); reductions in housing down payment requirements and cuts in mortgage rates to promote the residential property market; and exemptions on real estate sales tax to certain homeowners. We believe that the property industry as a whole will benefit from such plans.

Source: Third Quarter 10Q (For the quarterly period ended December 31, 2008)