Cornerstone Building Brands, In (NYSE:CNR)

Fourth-Quarter 2019 Financial Results

• On a GAAP basis, net sales increased 116.9 percent to $1,244.4 million, and gross profit increased 116.1 percent to $288.0 million, or 23.1 percent of net sales, compared to the prior year period.  
  
• GAAP net income was $1.9 million, or $0.02 per diluted share, down from $27.4 million, or $0.41 per diluted common share in the fourth quarter of 2018. Net income was impacted by $42.5 million of increased amortization expense associated with the intangibles from the Ply Gem Merger and the Environmental Stoneworks acquisition, $13.5 million of strategic development and acquisition related costs, and $2.5 million of restructuring and impairment charges, partially offset by the $4.2 million tax effect associated with these items. 

First-Quarter 2020 Guidance

The Company anticipates mid single-digit growth in net sales over pro forma first quarter 2019 in the combined Windows and Siding segments and about flat net sales in the Commercial segment.
Adjusted EBITDA1 is expected to be between $75 million and $90 million.

Additional Fiscal Year 2020 Guidance

We expect:

Capital expenditures to be between 2.0 percent and 2.5 percent of net sales.
Cash interest of approximately $200 million.
Effective tax rate of approximately 30 percent; cash taxes of approximately $60 million.
Benefits from primary working capital improvement to generate approximately $50 million of cash.
To incur approximately $25 million of restructuring costs to achieve $60 million of savings.

CARY, N.C., March 2, 2020 /PRNewswire/ -- Cornerstone Building Brands, Inc. (NYSE: CNR) (the "Company"), a leading North American manufacturer of exterior building solutions, announced today that it has acquired Kleary Masonry, Inc. ("Kleary"). Kleary is a leading installer of manufactured stone veneer in Northern California, further enhancing the Company's leading turnkey stone veneer offering. Founded in 1959 and headquartered in Sacramento, Kleary employs approximately 230 people, providing high quality workmanship in the Sacramento and Bay area for over three generations.

"The acquisition of Kleary expands our value-added, turnkey stone veneer solutions we offer to our customers," said James S. Metcalf, Chairman and Chief Executive Officer. "Kleary is an excellent strategic fit for our Company, enabling us to strengthen our position in the fastest-growing segment of the residential cladding market. We are also excited about the opportunities the addition of Kleary brings across our builder and contractor networks, in particular the potential to cross-sell our stone cladding and installed services into our commercial buildings business."

The acquisition was funded with cash on hand and through borrowings under the Company's existing credit facilities. Jeffrey S. Lee, Executive Vice President and Chief Financial Officer, said, "We remain focused on driving value through disciplined capital allocation. We expect this acquisition will enhance our overall pro forma Adjusted EBITDA margins as a Company and improve our net debt to LTM pro forma Adjusted EBITDA ratio."  

For the 12 months ended December 31, 2019, Kleary had sales of more than $40 million. The Company expects Kleary results to be reported through the Siding business segment.

Third Quarter 2019 Financial Results 

• Net sales of $1,285.0 million
• Net income of $25.2 million with basic and diluted earnings per share of $0.20

Commenting on the Company's third quarter performance, Cornerstone Building Brands' Chairman and Chief Executive Officer, James S. Metcalf said, "During the third quarter, our operational initiatives including procurement, continuous improvement, cost initiatives and merger savings drove significant margin expansion across our windows, siding and commercial businesses, despite lower year-over-year market volumes. With a concentration on pricing discipline and cost management, we were able to successfully deliver a strong quarter at the upper end of our Adjusted EBITDA guidance range."

"We also generated $97.7 million in operating cash flows for the quarter, which allowed the Company to pay down a net $50.0 million on our ABL facility. By de-levering and strengthening the balance sheet, the improvements actioned and delivered by our cost savings programs are exceeding expectations. Operationally, we remain focused on providing a premier level of quality and service with a broad suite of building products solutions to all our customers," Mr. Metcalf concluded.

Second Quarter 2019 Financial Results

• Consolidated net sales in the three months ended June 29, 2019 were $1,295.5 million, compared to $457.1 million in the three months ended April 29, 2018.
• Net income applicable to common shares in the three months ended June 29, 2019 was $17.3 million, or $0.14 per diluted common share, compared to a net loss of $5.7 million, or ($0.09) per diluted common share in the three months ended April 29, 2018.

Commenting on Cornerstone Building Brands' second quarter performance, Chairman and Chief Executive Officer James S. Metcalf stated, "During the second quarter, we made continued progress on our strategic, operational, and financial objectives, achieving Adjusted EBITDA margin expansion in each of our business segments. Although most of our end use markets experienced lower year-over-year volumes, through price discipline and cost management, we delivered solid performance during the period. Pricing actions taken at the beginning of the year combined with continued integration and cost improvement initiatives, have offset higher raw material, freight and labor costs, and are driving bottom line margin expansion."

Mr. Metcalf continued, "Our cost savings and integration initiatives remain on track. Across all our businesses, we have line of sight to achieving our cost savings target for this year and in 2020.  During the quarter, we finalized a majority of the steps necessary to complete the integrations of the Atrium and Silver Line businesses into our Windows segment, a key milestone for the Company." 

The Company's key economic indicators are tracking toward low growth in the residential new construction and repair & remodel markets and a moderate contraction in the commercial construction markets.  Based on these market indicators and the synergies and cost initiatives, the Company expects Adjusted EBITDA to be in the range of $170 to $185 million for the third quarter of fiscal 2019.

CARY, N.C., June 3, 2019 /PRNewswire/ -- Cornerstone Building Brands, Inc. (the "Company") (CNR), the largest manufacturer of exterior building products in North America, today announced that its Board of Directors has appointed Jeffrey S. Lee as Executive Vice President and Chief Financial Officer, effective June 17, 2019. Mr. Lee will assume the role from Executive Vice President and Chief Financial Officer Shawn K. Poe, who announced his retirement earlier this year. Mr. Lee currently holds the position of Vice President and Chief Financial Officer of Wilsonart International Holdings LLC. His experience in driving financial performance, growth, and organizational synergies are well-aligned with Cornerstone Building Brands' commitment to delivering unparalleled financial results.

Mr. Lee will report to Cornerstone Building Brands' Chairman of the Board and Chief Executive Officer, James S. Metcalf and as a valuable member of the executive leadership team will oversee financial strategy and execution, as well as investor relations, while helping to drive the company's business transformation.

"I am extremely excited to welcome Jeff to the leadership team and he will be a vital part of our growth strategy," said James S. Metcalf. "His financial experience, strong leadership skills and his operational background make him an ideal choice for our organization."

NEW YORK, NY--(Marketwired - Aug 18, 2016) - China Metro-Rural Holdings Limited ( NYSE MKT : CNR ) is pleased to announce that Kind United Holdings Limited and Cafoong Limited, which together beneficially own 52.8% of the total combined voting power of the Company, took action by written consent on August 18, 2016 to approve, among other things, an Agreement and Plan of Merger dated as of June 8, 2016, as amended, and the merger of CMR Merger Sub Limited with and into the Company with the Company continuing as the surviving company and a wholly-owned subsidiary of China Metro-Rural Investment Limited.

The Company expects the merger to close on August 18, 2016 and that, as a result of the merger, holders of the Company's ordinary shares -- other than certain specified affiliates, certain other holders and holders who properly perfect applicable dissenters' rights -- will receive an amount equal to US$1.03 per share in cash, without interest. Cashed-out shareholders will not have any equity interests in the Company going forward and will not participate in the governance and in the future prospects, growth or risk of loss, and earnings or losses of the Company.

Further, as a result to the merger, the Company anticipates that its ordinary shares will not be listed on the NYSE MKT and that no trading market will exist for these shares. Also, the Company will be eligible to terminate, and intends to terminate, its Exchange Act reporting obligations such that, after filing a Form 15, the Company will no longer be required to file its Annual Report on Form 20-F and Form 6-Ks.

NEW YORK, NY--(Marketwired - Jul 29, 2016) - China Metro-Rural Holdings Limited (NYSE MKT: CNR) is pleased to announce that the distribution of an Information Statement commenced on July 29, 2016 to shareholders of record as of the close of trading on July 27, 2016 in connection with the Company's previously announced going-private transaction or privatization. Shareholders are encouraged to review this Information Statement in detail as it contains important information about the privatization.

The Company intends to effectuate the privatization through a merger with an indirect wholly owned subsidiary. Upon the terms and subject to the conditions set forth in a certain Agreement and Plan of Merger, as amended, holders of the Company's ordinary shares -- other than certain specified affiliates, certain other holders and holders who properly perfect applicable dissenters' rights -- will receive an amount equal to US$1.03 per share in cash, without interest, as a result of the merger. Cashed-out shareholders will not have any equity interests in the Company going forward and will not participate in the governance and in the future prospects, growth or risk of loss, and earnings or losses of the Company.

No sooner than 20 calendar days from today, the Company expects certain shareholders who hold approximately 52.8% of the total combined voting power of the Company to take action by written consent approving the Agreement and Plan of Merger, the merger and the privatization. Shortly after execution of this written consent and subject to the satisfaction of the conditions set forth in the Agreement and Plan of Merger, the Company expects to close the merger and effect the privatization.

Details concerning the privatization are provided in filings made by the Company with the U.S. Securities and Exchange Commission, including a Transaction Statement on Schedule 13E-3, and are also included in the Information Statement.

NEW YORK, NY--(Marketwired - Jul 18, 2016) - China Metro-Rural Holdings Limited ( NYSE MKT : CNR ) is pleased to announce that its Board of Directors has set July 27, 2016 as the record date for the distribution to shareholders of its Information Statement in connection with its previously announced going-private transaction or privatization. Shareholders who are record holders immediately after the close of trading on July 27, 2016 will be entitled to receive this Information Statement.

The Company intends to effectuate the privatization through a merger with an indirect wholly-owned subsidiary of the Company. Upon the terms and subject to the conditions set forth in an Agreement and Plan of Merger to which the Company is a party, holders of the Company's ordinary shares -- other than certain specified affiliates, other holders and holders who properly perfect applicable dissenters' rights -- will receive US$1.03 per share in cash, without interest, as a result of the merger.

Details concerning the privatization are provided in filings made by the Company with the U.S. Securities and Exchange Commission, including a Transaction Statement on Schedule 13E-3, and will be included in the Information Statement to be sent to shareholders on or about July 29, 2016.

NEW YORK, NY--(Marketwired - Jul 18, 2016) - China Metro-Rural Holdings Limited (NYSE MKT: CNR) is pleased to announce that its Board of Directors has set July 27, 2016 as the record date for the distribution to shareholders of its Information Statement in connection with its previously announced going-private transaction or privatization. Shareholders who are record holders immediately after the close of trading on July 27, 2016 will be entitled to receive this Information Statement.

The Company intends to effectuate the privatization through a merger with an indirect wholly-owned subsidiary of the Company. Upon the terms and subject to the conditions set forth in an Agreement and Plan of Merger to which the Company is a party, holders of the Company's ordinary shares -- other than certain specified affiliates, other holders and holders who properly perfect applicable dissenters' rights -- will receive US$1.03 per share in cash, without interest, as a result of the merger.

Details concerning the privatization are provided in filings made by the Company with the U.S. Securities and Exchange Commission, including a Transaction Statement on Schedule 13E-3, and will be included in the Information Statement to be sent to shareholders on or about July 29, 2016.

NEW YORK, NY--(Marketwired - May 20, 2016) - China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the "Company") is pleased to announce its plan for going-private or privatization ("Privatization").

"We believe there are many benefits to taking CNR private, which support the strategic goals and vision that we have for the future," said CNR's Chairman and Chief Executive Officer Sam Sio. "We have determined, after several years of trading in the U.S. capital markets, that the capital markets are not ideal for smaller Chinese companies, like ourselves, with lower trading volumes. Privatization continues to allow CNR to maintain the characteristics of a rural-urban migration redevelopment and agricultural logistics company. Further, as a private company, we can better focus on our long-term initiatives and growth in our Chinese markets without pressure from the investment community on focusing on short-term results. We understand there are both pros and cons for Privatization, but the pros outweigh the cons."

"Further, we believe gaining administrative efficiencies and reducing expenses from not being a public company may help increase the value of our Company. As a private company, we may be in a better position to execute our strategic plan and strengthen our presence in China," said Sam.

The Company intends to effectuate the Privatization through a merger with an indirect wholly-owned subsidiary. Holders of the Company's ordinary shares -- other than certain specified affiliates, other holders, and holders who properly perfect applicable dissenters' rights -- should expect to receive US$1.03 in cash, without interest.

Details concerning the Privatization will be provided in filings, including a Transaction Statement on Schedule 13E-3, to be made with the U.S. Securities and Exchange Commission.

NEW YORK, NY--(Marketwired - Nov 27, 2015) - China Metro-Rural Holdings Limited (the "Company") (NYSE MKT: CNR) 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, 2015. 

Major Events:

• Pre-sale in Zhoukou City, Henan Province of the PRC
  
  Following the completion and sale of certain trade centers from the first phase of our project located in Zhoukou City (the "Zhoukou Project") during the last fiscal year, the Group has commenced the pre-sale of certain trade centers with total gross floor area of approximately 141,000 square meters in October 2015. These pre-sales are expected to be completed and the corresponding trade centers are expected to be delivered within the next six to twelve months from September 30, 2015. 
  
  
• Pre-sale in Hengyang City, Hunan Province of the PRC
  
  During the period, the Group has commenced the pre-sale of certain trade centers from our project located in Hengyang City (the "Hengyang Project") with total gross floor area of approximately 353,000 square meters. The first phase construction of the Hengyang Project consists of total gross floor area of approximately 504,000 square meters. As of September 30, 2015, the Group has successfully pre-sold gross floor area of approximately 97,000 square meters for the Hengyang Project. These pre-sales of the corresponding trade centers are expected to be completed and delivered within the next six to twelve months from September 30, 2015.
  
  

Financial Highlights:
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$43,405,000 for the six months ended September 30, 2014 to HK$17,306,000 for the six months ended September 30, 2015, representing a year-over-year decrease of 60.1%. The decrease was primarily due to lack of newly completed properties held for sale as they are still under construction during the current period.
• Sales of gross floor area decreased from 10,025 square meters for the six months ended September 30, 2014 to 2,131 square meters for the six months ended September 30, 2015, representing a year-over-year decrease of 78.7%. 
• Gross profit percentage decreased from 41.3% for the six months ended September 30, 2014 to 22.8% for the six months ended September 30, 2015.
• Other income and other gains/(losses), net were approximately HK$8,829,000 for the six months ended September 30, 2014. Other income and other gains/(losses), net were approximately HK$3,435,000 net loss for the six months ended September 30, 2015. Included in other income and gains/(losses), net, was mainly a government subsidy of HK$9,744,000 for the six months ended September 30, 2014 while there was no government subsidy for the six months ended September 30, 2015 and the loss in fair values of leasehold land and buildings of HK$4,033,000 for the six months ended September 30, 2015.
• Selling expenses decreased from HK$6,466,000 for the six months ended September 30, 2014 to HK$4,504,000 for the six months ended September 30, 2015, representing a year-over-year decrease of 69.7%. The decrease was mainly due to the decrease in advertising activities as the Group is yet to launch its sales campaign for its properties that are still under construction during the current period.
• Administrative expenses increased from HK$37,014,000 for the six months ended September 30, 2014 to HK$43,242,000 for the six months ended September 30, 2015, representing a year-over-year increase of 16.8%. The increase was mainly attributable to the increase in impairment of trade and other receivables of HK$3,817,000.
• Finance income decreased from HK$6,900,000 for the six months ended September 30, 2014 to HK$88,000 for the six months ended September 30, 2015, representing a year-over-year decrease of 98.7%. Included in finance income in the six months ended September 30, 2014 was mainly an interest income on other receivables of HK$6,601,000.
• Income tax expenses decreased from HK$26,323,000 for the six months ended September 30, 2014 to income tax credit of HK$884,000 for the six months ended September 30, 2015, representing a year-over-year decrease of 103%. The effective tax rate decrease from 145.0% for the six months ended September 30, 2014 to -1.67% for the six months ended September 30, 2015. The income tax expenses for the six months ended September 30, 2014 included an additional PRC land appreciation tax of approximately HK$28,314,000 arising from our project in Dezhou City. The additional provision arose from the land appreciation tax clearance procedures conducted by the local tax bureau during the six months ended September 30, 2014. During this process, the local tax bureau took a different interpretation of the taxability and deductibility of certain items from that previously adopted by the Group, thus giving rise to this additional tax. 
• Net loss attributable to the equity holders of the Company was HK$40,315,000 for the six months ended September 30, 2014. Net loss attributable to equity holders of the Company was HK$50,667,000 for the six months ended September 30, 2015.

Rural-Urban Migration and City Re-Development Business

• There was no revenue generated by the Group for the six months ended September 30, 2014 while net revenue generated by the Group was HK$43,910,000 for the six months ended September 30, 2015. The increase in sales was primarily due to the completion of a project at China Glorious City - Zhoukou.
• Sales of gross floor area were 5,343 square meters for the six months ended September 30, 2015. 
• Gross profit percentage for the six months ended September 30, 2015 was 55.5%.
• Other income and other gains/(losses), net were approximately HK$1,289,000 for the six months ended September 30, 2014. Other income and other gains/(losses), net were approximately HK$25,822,000 for the six months ended September 30, 2015. Included in other income and other gains/(losses), net, was mainly a government subsidy of HK$23,795,000 (2014: Nil) for the six months ended September 30, 2015.
• Selling expenses increased from HK$6,326,000 for the six months ended September 30, 2014 to HK$26,874,000 for the six months ended September 30, 2015, representing a year-over-year increase of 324.8%. The increase was mainly due to the increase in advertising, promotion and related expenses as a result of pre-sale campaigns in China Glorious City - Zhoukou and China Glorious City - Hengyang.
• Administrative expenses increased from HK$9,862,000 for the six months ended September 30, 2014 to HK$33,583,000 for the six months ended September 30, 2015, representing a year-over-year increase of 241.0%. The increase was mainly due to the increase in headcount as a result of expansion of operations.
• Finance income increased from HK$263,000 for the six months ended September 30, 2014 to HK$477,000 for the six months ended September 30, 2015, representing a year-over-year increase of 81.0%.
• Income tax expenses increased from income tax credit of HK$3,585,000 for the six months ended September 30, 2014 to income tax expenses of HK$5,123,000 for the six months ended September 30, 2015, representing a year-over-year decrease of 242.9%. The effective tax rate decrease from negative 24.5% for the six months ended September 30, 2014 to negative 20.5% for the six months ended September 30, 2015. 
• Net loss attributable to the equity holders of the Company was HK$11,050,000 for the six months ended September 30, 2014. Net loss attributable to equity holders of the Company was HK$14,923,000 for the six months ended September 30, 2015.

Corporate

• Other income and gains, net were approximately HK$71,407,000 for the six months ended September 30, 2014. Other income and other gains/(losses), net were approximately HK$71,775,000 for the six months ended September 30, 2015. Included in other income and other gains/(losses), net was a gain of HK$67,944,000 (2014: HK$71,660,000) mainly arising from fair value changes of derivative components of convertible bonds and warrants.
• Administrative expenses decreased from HK$6,566,000 for the six months ended September 30, 2014 to HK$5,934,000 for the six months ended September 30, 2015, representing a year-over-year decrease of 9.6%.

NEW YORK, NY--(Marketwired - Jul 31, 2015) - China Metro-Rural Holdings Limited (the "Company" or "CNR") (NYSE MKT: CNR) today announced the filing of its 2015 annual report on Form 20-F for the fiscal year ended March 31, 2015 with the Securities and Exchange Commission ("SEC") and the following letter was from the Chairman:

Dear Shareholders,

Thank you for your continued support. Due to the hard work of our management and staff, and their vigorous efforts handling challenges that have risen during this time, we have completed the fiscal year ended March 31, 2015. The global economy was affected by the instability of Europe's political circumstances and weakened economy. China's economy was slowing down and it is predicted that the PRC Government will continue to purse certain fiscal and monetary policies to sustain growth in 2015.

Despite these uncertainties, we have laid a solid foundation thus far and have been well positioned financially and operationally to capture upcoming opportunities and are well prepared to tackle challenges arising to us.

We are one of the leading developers and operators of large scale, integrated agricultural logistics and trade centres in China that facilitate trading between sellers and buyers of agricultural commodities and other commodities, as well as providing a comprehensive range of value-adding facilities. Over the past years, CNR has also developed an additional line of business which is engaged in rural-urban migration and city re-development.

Our first project development took place in Tieling City, Liaoning Province back in March 2008. It has a planned total gross floor area of up to approximately 4.1 million square meters upon completion. This project incorporates both commercial buildings and agricultural-specialized markets. With its grand opening in the fall of 2009, the attraction of investments has been on-going. We have been given continued support from local government authorities in nurturing the development of the agricultural sector, increasing farmers' income and stabilizing farming villagers' living standards. We have also developed projects in other cities of the PRC, namely Dezhou, Zhoukou and Hengyang. The Dezhou project is under our brand name of "Northeast Logistics City," whereas the Zhoukou and Hengyang projects are under brand name of "China Glorious City."

In order to maximize shareholders' value and enhance corporate governance, we initiated certain changes in the formation of the Board of Directors, where three non-executive directors have retired and two executive directors have resigned during the fiscal year ended March 31, 2015. These changes will help to streamline the structure of the Board and enhance effectiveness and efficiency in both leadership and management. This Board will focus on formulating and implementing effective internal control measures and foster new business plans with a view to bringing about continuous growth. We look forward to capturing new business opportunities ahead and to maximize shareholders' value as an on-going effort.

Yours sincerely,

Sio Kam Seng
Chairman of the Board and
Chief Executive Officer

CHINA METRO-RURAL HOLDINGS LIMITED

CONSOLIDATED INCOME STATEMENTS

For the years ended March 31, 2015, 2014 and 2013

Management Discussion and Analysis

Revenue

Our revenue increased by HK$1,013.8 million, or 262%, from HK$387.0 million for the fiscal year ended March 31, 2014 to HK$1,400.8 million for the fiscal year ended March 31, 2015.

Agricultural Logistics Operation

Revenue in the fiscal year ended March 31, 2014 was approximately HK$215.2 million, which consisted primarily of sales of trade center units and supporting facilities of approximately HK$205.0 million. Revenue in the fiscal year ended March 31, 2015 was approximately HK$74.8 million, which consisted primarily of sales of trade center units of approximately HK$68.0 million. The change was attributable to a decrease in the sales of trade center units and supporting facilities. In the fiscal year ended March 31, 2015, there were sales of trade center units and supporting facilities of approximately 200 units and 16,900 square meters, which represented a decrease of approximately 47.3% and 50.3% as compared with the number of units and gross floor area sold in the prior year, which were approximately 380 units and 34,000 square meters, respectively. In the fiscal year ended March 31, 2015, our average selling price was HK$4,405 per square meter, which represented a decrease of approximately 28.8% as compared with the average selling price of HK$6,189 per square meter in the fiscal year ended March 31, 2014. The remainder of revenue in the fiscal year ended March 31, 2015 represented rental income from leases of trade center units of approximately HK$2.9 million, property management fee income of approximately HK$2.8 million and hotel income of approximately HK$1.1 million, while the remainder of revenue in the fiscal year ended March 31, 2014 represented rental income from leases of trade center units of approximately HK$4.8 million and property management fee income of approximately HK$5.4 million.

Rural-Urban Migration and City Re-development Operation

Revenue in the fiscal year ended March 31, 2015 was approximately HK$1,326.0 million, which was attributable to sales of trade center units. In the fiscal year ended March 31, 2015, there were sales of trade center units of approximately 2,100 units and 195,000 square meters, and our average selling price was HK$6,805 per square meter. Revenue in the fiscal year ended March 31, 2014 was approximately HK$171.8 million which was attributable to revenue from servicing and assignments of development rights. The increase in sales was primarily attributable to the completion of a project at China Glorious City—Zhoukou.

Profit/(Loss) for the Year From Continuing Operations

In the fiscal year ended March 31, 2015, we had a net profit from continuing operation of approximately HK$54.0 million as a result of the cumulative effect of the factors discussed above. In the fiscal year ended March 31, 2014, we generated a net profit from continuing operations of approximately HK$107.3 million.

NEW YORK, NY--(Marketwired - Nov 26, 2014) - China Metro-Rural Holdings Limited (NYSE MKT: CNR) (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, 2014. 

Major Events:

• Commencement of project in Zhoukou City, Henan Province of the PRC
  
  During the period, the Group has commenced a new project in Zhoukou City (the "Zhoukou Project") which is focused on agricultural logistics as well as urban rural migration re-development businesses. The planned site area of the Zhoukou Project is approximately 5.5 million square meters with corresponding maximum gross floor area of approximately 10 million square meters. The Group already entered into auctions and has acquired 414,192 square meters of land. The first phase of construction with total gross floor area of approximately 392,000 square meters has commenced. The official pre-sale is expected to commence on November 29, 2014.
  
  
• Acquisition of a hotel operation in Tieling City, Liaoning Province of the PRC
  
  During the period, the Group has acquired a hotel operation (the "Hotel") located at our Tieling Project at a consideration of RMB15,000,000 (approximately HK$18,860,000). The acquisition gave rise to goodwill of approximately HK$919,000. The Hotel has 168 rooms with a gross floor area of approximately 28,692 square meters. The Hotel is currently closed for minor renovations and repositioning and will be re-opened in 2015.
  
  
• Set up of a joint venture company
  
  During the period, the Group has set up a company which is inactive and pending for capital injection from the Company. As at September 30, 2014, the Group has a capital commitment of RMB11,608,000 (approximately HK$14,638,000) toward this company.
  
  

Financial Highlights:
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$152,471,000 for the six months ended September 30, 2013 to HK$43,405,000 for the six months ended September 30, 2014, representing a year-over-year decrease of 71.5%. The decrease was primarily due to lack of newly completed properties held for sale as they are still under construction during the current period.
• Sales of gross floor area decreased from 24,391 square meters for the six months ended September 30, 2013 to 10,025 square meters for the six months ended September 30, 2014, representing a year-over-year decrease of 58.9%. 
• Gross profit percentage increased from 35.2% for the six months ended September 30, 2013 to 41.3% for the six months ended September 30, 2014.
• Other income and losses, net were a loss of approximately HK$5,680,000 for the six months ended September 30, 2013. Other income and gains, net were approximately HK$81,526,000 for the six months ended September 30, 2014. Included in other income and gains/(losses), net, was a government subsidy of HK$9,744,000 (2013: HK$11,657,000) for the six months ended September 30, 2014, representing a year-over-year decrease of 16.4%, a gain of HK$71,660,000 (2013: a loss of HK$12,623,000) arising from fair value changes of derivative components of convertible bonds and warrants. Selling expenses decreased from HK$13,686,000 for the six months ended September 30, 2013 to HK$12,792,000 for the six months ended September 30, 2014, representing a year-over-year decrease of 6.5%.
• Administrative expenses increased from HK$49,211,000 for the six months ended September 30, 2013 to HK$53,442,000 for the six months ended September 30, 2014, representing a year-over-year increase of 8.6%.
• Finance income decreased from HK$19,943,000 for the six months ended September 30, 2013 to HK$7,198,000 for the six months ended September 30, 2014, representing a year-over-year decrease of 63.9%. Included in finance income was an interest income on other receivables of HK$6,601,000 (2013: HK$19,491,000) for the six months ended September 30, 2014, representing a year-over-year decrease of 66.1%.
• Income tax expenses increased from HK$20,099,000 for the six months ended September 30, 2013 to HK$22,738,000 for the six months ended September 30, 2014, representing a year-over-year increase of 13.1%. The effective tax rate decrease from 480.3% for the six months ended September 30, 2013 to 71.0% for the six months ended September 30, 2014. The income tax expenses for the six months ended September 30, 2014 included an additional PRC land appreciation tax of approximately HK$28,314,000 arising from our project in Dezhou City. The additional provision arose from the land appreciation tax clearance procedures conducted by the local tax bureau during the six months ended September 30, 2014. During this process, the local tax bureau took a different interpretation of the taxability and deductibility of certain items differently from that previously adopted by the Group, thus giving rise to this additional tax. As the interpretation of the taxability and deductibility of these items are highly subjective, the additional tax could only be confirmed upon completion of the tax clearance procedures.
• Net loss attributable to the equity holders of the Company was HK$20,584,000 for the six months ended September 30, 2013. Net profit attributable to equity holders of the Company was HK$13,477,000 for the six months ended September 30, 2014.

Rural-Urban Migration and City Re-Development Business

There were no results generated from this segment during the current and prior period.

CHINA METRO-RURAL HOLDINGS LIMITED

CONSOLIDATED INCOME STATEMENTS

For the years ended March 31, 2014, 2013 and 2012

Management Discussion and Analysis

Revenue

Our revenue increased by HK$102.2 million, or 35.9%, from HK$284.8 million for the fiscal year ended March 31, 2013 to HK$387.0 million for the fiscal year ended March 31, 2014.

Agricultural Logistics Operation

Revenue in the fiscal year ended March 31, 2013 was approximately HK$284.8 million, which consisted primarily of sales of trade center units and supporting facilities of approximately HK$273.4 million. Revenue in the fiscal year ended March 31, 2014 was approximately HK$215.2 million, which consisted primarily of sales of trade center units were approximately HK$205.0 million. The change was attributable to a decrease in the sales of trade center units and supporting facilities. In fiscal year ended March 31, 2014, the sales of trade center units and supporting facilities with the number of units sold and gross floor area were approximately 380 units and approximately 34,000 square meters, which represented a decrease of approximately 28% and 28% as compared with the number of units sold and gross floor area were approximately 530 units and approximately 47,000 square meters, respectively. In the fiscal year ended March 31, 2014, our average selling price was HK$6,189 per square meter, which represented an increase of approximately 8% as compared with the average selling price of HK$5,733 per square meter in the fiscal year ended March 31, 2013. The remainder of revenue in the fiscal year ended March 31, 2014 represented rental income from leases of trade center units of approximately HK$4.8 million and property management fee income of approximately HK$5.4 million, while the remainder of revenue in the fiscal year ended March 31, 2013 represented rental income from leases of trade center units of approximately HK$5.0 million and property management fee income of approximately HK$6.4 million.

Rural-Urban Migration and City Re-development Operation

No revenue was generated in the fiscal year ended March 31, 2013. Revenue in the fiscal year ended March 31, 2014 was approximately HK$171.8 million which was attributable to revenue from servicing and assignments of development rights.

Profit/(loss) for the Year From Continuing Operation

In the fiscal year ended March 31, 2014, we generated a net profit from continuing operation of approximately HK$107.3 million. In the fiscal year ended March 31, 2013, we had a net loss from continuing operation of approximately HK$113.0 million as a result of the cumulative effect of the factors discussed above.

NEW YORK, NY--(Marketwired - Jan 28, 2014) - China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the "Company") is pleased to announce the closing of a private placement of US$5,000,000 principal amount, 10 per cent. convertible bonds due 2016 (the "2014 Bonds"), to an independent third party (the "Investor") as a result of a commitment made by the Investor in December 2013 in connection with the issuance of US$15 million convertible bonds (the "2013 Bonds") for which the Investor was a subscriber. The 2014 Bonds are convertible into ordinary shares of the Company ("Ordinary Shares") at an initial conversion price of US$1.30 per share, in a private placement. The 2014 Bonds have the same terms as the 2013 Bonds.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 

NEW YORK, NY--(Marketwired - Dec 20, 2013) - China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the "Company") is pleased to announce the closing for the issuance of US$15,000,000 principal amount, 10 per cent. convertible bonds (the "Bonds") due 2016 convertible into ordinary shares of the Company ("Ordinary Shares") at an initial conversion price of US$1.3 per share, in a private placement, where US$5 million of which was issued to one of the major shareholders (the "Major Shareholder") and the remainder to certain independent third parties (the "Investors") (the "Bond Offering"). In addition, the Major Shareholder and one of the Investors have committed to purchase further US$10 million and US$5 million convertible bonds, respectively, with the same terms of (the "Bonds") from the Company within the 90 days of the closing.

The use of proceeds is intended for provision of start-up capital for a property development project in Zhoukou City, of Henan Province of the PRC. The Bonds are convertible during their entire tenure and holders of the Bonds may redeem the Bonds early after 18 months.

NEW YORK, NY--(Marketwired - Dec 2, 2013) - China Metro-Rural Holdings Limited (the "Company") (NYSE MKT: CNR) announces the filing of its interim results for the six months ended September 30, 2013 with the Securities and Exchange Commission ("SEC") and the following letter from the Chairman:

To Shareholders:

Economic uncertainty continued in 2013, compounded by the debt crisis in several European countries. We also see the Quantitative Easing ("QE") ending with Bernanke's regime, pointing out that there are more uncertainties in the market and they affect all of us. Markets are waiting for President Xi's economic directions in third quarter of 2013. We have addressed these market uncertainties by carefully examining and building upon our fundamental and competitive strengths. We have formulated our business strategies and have done some fine-tuning of our business strategies.

We have always structured CNR for an urban-rural migration and agricultural & logistic trading platforms in China, investing heavily in the areas we deem will make a significant difference in China. Some of these areas have been tremendously successful, funding our activities and generating significant gains for our shareholders. Our management deems that our ability to handle and work under uncertainties has been crucial to CNR's overall success and we aim to maintain this pioneering culture going forward in urban rural migration redevelopment and agricultural logistic platforms.

Our management is committed to do all that we can and to strive to increase shareholders' value. We are still in our major business as a leading agricultural logistics platform development and rural-urban migration and city re-development company in China, and whenever there is good opportunity to increase stakeholders' value, our management will purse for it.

We provide the following updates of our current and future projects:

Our Dezhou Project is one of our urban rural migration projects as well as a logistics platform. It commenced in October 2010 and we have completed approximately 231,000 square meters of GFA and are currently building further approximately 225,000 square meters of GFA at the moment.

Same as our Dezhou Project, Hengyang Project comprises of a logistics platform and urban-rural migration businesses and we have successfully completed the bidding of approximately 1.39 million square meters of land as of today.

Finally, we have entered into a framework agreement with the Zhoukou Municipal Government to invest in Zhoukou Project, which will comprise of both logistics platform and urban-rural migration businesses. We are current in the process of establishing operating subsidiaries and will soon bid for lands for development.

Yours truly,

Sio Kam Seng
Chairman of the Board

NEW YORK, NY--(Marketwired - Jul 19, 2013) -  China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the "Company") announces that Mr. LEE Che Chiu, Arthur ("Mr. Lee") has tendered his resignation to the Board of Directors (the "Board") resigning from the position of Chief Financial Officer ("CFO") of the Company. After careful consideration, the Board has decided to accept Mr. Lee's resignation effective July 19, 2013.

Mr. Lee is resigning as CFO of the Company to pursue his professional development elsewhere. Mr. Lee has confirmed that he does not have any disagreement with the Board and there are no other matters related to his resignation that need to be brought to the attention of the shareholders of CNR or the United States Securities and Exchange Commission.

Mr. Lee had joined the Company as ("CFO") since 2011. The Board would like to take this opportunity to express their deepest appreciation and gratitude to Mr. Lee for his contributions to the Company.

Mr. Sio Kam Seng ("Mr. Sio"), who is a Chairman of Board and the Chief Executive Officer ("CEO") of the Company, has been appointed as the acting CFO of the Company effective July 19, 2013, following the nomination by the Nominating Committee and the approval of the Board of the Company. During his tenure as acting CFO, Mr. Sio will assume full duties of a CFO for the Company, for an initial period of six months from appointment and shall be reviewed by the Board upon expiry, or until such time that the Company has sought for a suitable candidate for this position. During Mr. Sio's tenure as acting CFO, any matters that may result in conflict of interest between Mr. Sio's position as CEO and acting CFO shall be tabled before the Board for which the Board would delegate the duties of CFO on that matter to Deputy CFO.

NEW YORK, NY--(Marketwired - Jul 18, 2013) -  China Metro-Rural Holdings Limited (the "Company" or "CNR") (NYSE MKT: CNR) today announced the filing of its 2013 annual report on Form 20-F for the fiscal year ended March 31, 2013 with the Securities and Exchange Commission ("SEC") and the following letter from the Chairman:

Dear Shareholders, 
I am pleased to present to you the 2013 annual report of China Metro Rural Holdings Limited. It was a tough year; the global economy has yet to shake off the fallout from the financial crisis started in 2008. Global growth dropped to almost 3 percent in 2012, which indicates that about a half a percentage point has been shaved off the long-term trend since the crisis first emerged. This trend of slowing down will likely to continue; particularly as 2013 is a transitional period for new Xi-Li regime in China.

During the fiscal year ended March 31, 2013, our sales decreased due to the slowdown of Tieling Project and a delay in the construction of second stage of phase one of our Dezhou Project. The decrease in sales reflects a correction in demand from the rural population for our agricultural and small appliance logistics centers. Urban Rural Migration and the small logistic center business will continue to expand.

We intend to continue to seek new investment opportunities in mainland China as part of our continued efforts to make shareholder value our top priority. Even with the slow down, we have recently commenced a new project in Hengyang City of Hunan Province.

Decreased Revenue 
Revenue for the year totaled US$36.5 million, representing a decrease of 62.8% over FY2012. Gross profit was US$8.6 million, representing a gross profit margin of 23.5% compared to a gross profit of US$38.3 million and a gross profit margin of 39.0% last year.

The result for the year had been affected by the derivative component of Convertible Bonds and warrants that we have, the profit for the year before effect of the fair value changes of derivatives was a profit of US$4.3 million. The result for the year including the effect of the fair value changes of derivatives was a loss of US$12.2 million.

Our Competitive advantages
Our competitive advantages still lie in our unique positioning on agriculture and rural-urban migration to capture the national and regional demand strategies. Our business model benefits from Central Government policies, strategic locations and extensive transportation networks for our projects and our experienced management team. The interconnection of business will be one of the key successful factors of our growth in the years ahead.

Strong Balance Sheet and Ratios
The Company's balance sheet remained within its historical range, with cash and cash equivalents totaling US$46.7 million as of March 31, 2013 compared to US$44.0 million as of March 31, 2012.

Challenges Ahead
There are many challenges ahead in 2013/2014 fiscal year, including uncertainties across the different regions -- from the post-election 'fiscal debate' question in the U.S. to the Chinese leadership and reforms in the Euro Area -- will continue to have global impacts in sluggish trade and tepid foreign direct investment and consumption. While the coming year may be one full of challenges, we are committed to have good corporate governance, work hard to deliver results and build value for all shareholders. Once there are crises, opportunities will also arise. We believe that where there are crises, opportunities will also arise.

Finally, I would like to take this opportunity to thank all shareholders, customers and vendors for their continued support and trust. I would also like to thank all my colleagues for their hard work and contributions in the past year.

NEW YORK, NY--(Marketwired - May 31, 2013) - China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the "Company") is pleased to announce new project in Hengyang, the PRC. The Company, through its subsidiary, has recently entered into an auction and has won the bidding of approximately 474,000 square meters of land in Hengyang, the PRC, following the signing of framework agreement with Hengyang Municipal Government of the PRC ("Hengyang Government"). The land acquired will be used to develop a trading platform in Hengyang (the "Project").

"The planned site area of the Project is approximately 2.7 million square meters with corresponding maximum gross floor area of approximately 7.5 million square meters. The Project will include trading outlets and other supporting facilities such as exhibition, residential and commercial areas. The development duration is expected to take approximately 10 years for the entire project. We expect the Project will help fuel the growth of CNR. We focus on the delivery of highly gratifying and good results to all of our shareholders," stated Sam Sio, Chairman of CNR. Mr. Sio continued, "Hengyang is a fast growing city in Hunan Province and has a population of over 7 million people. It is a leading transportation hub with water, railway and highway."

NEW YORK, NY--(Marketwire - Aug 15, 2012) - China Metro-Rural Holdings Limited (NYSE MKT: CNR) is pleased to announce the closing for the issuance of US$60,000,000 principal amount of 14 per cent. Guaranteed secured convertible bonds (the "Bonds") due 2017 convertible into ordinary shares of the Company ("Ordinary Shares") at an initial conversion price of US$1.0811 per share, in a private placement to Willis Plus Limited (the "Investor") (the "Bond Offering"). The Investor is a special purpose entity owned by the Company's controlling shareholders. The Investor borrowed the funds used to purchase the Bonds from PA Universal Opportunity VII Limited, all as described in the Company's Form 6-K filing, referenced below.

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

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

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

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

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

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

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

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

Dear Shareholders,

I am pleased to present to you the 2012 annual report of China Metro Rural Holdings Limited.

During the fiscal year ended March 31, 2012, our sales increased due to the Qiqihar Project and the partial completion of phase one of our Dezhou Project. We are pleased to see an increase in sales, which reflects an increasing demand from the rural population for agricultural and our small appliance logistics centers. We also expect the Qiqihar Project to continue to expand. We intend to continue to seek new investment opportunities in Greater China as part of our continued efforts to make shareholder value our top priority.

Revenue Rose 57.1%
Revenue for the year totaled US$117.2 million, representing an increase of 57.1% over last year. Gross profit was US$56.1 million, representing a gross profit margin of 47.8% compared to a gross profit of US$29.4 million and a gross profit margin of 39.4% last year. The gross profit for the year had improved by US$26.7 million. Selling and administrative expenses were US$18.9 million. The operating income excluding properties valuation totaled US$45.5 million compared to US$28.1 million last year. 

Our competitive advantages still lie in our unique positioning on agriculture and urban rural migration to capture the National and Regional Demand strategies, our business model benefits from Central Government Policy, strategic locations and extensive transportation networks for our projects and our experienced management team. We expect that these competitive advantages in both our logistics centers and urban rural migration businesses will fuel our growth in the years ahead.

Balance Sheet and Ratios are Strong
The Company's balance sheet remained within its historical range, with cash and cash equivalents totaling US$44.0 million as of March 31, 2012 compared to US$20.1 million as of March 31, 2011. 

Challenges Ahead
In the year ahead, we intend to continue our efforts to optimize results and maximize shareholder value. At the corporate level, one of our primary goals is to maintain strong corporate governance. While the coming year may be one full of challenges, namely potential insolvency risks for some listed property developers in China, credit rating downgrades or recession in EU which may cause some Chinese exporters to close down, heavy sovereign debt refinancing obligations for Greece, Italy and Spain during the first and second quarters of 2012 and a potential slowdown in the demand for the Chinese exports, we believe promising opportunities will also arise.

Finally, I would like to take this opportunity to thank all shareholders, customers and vendors for their continued support and trust. I would also like to thank all my colleagues for their hard work and contributions in the past year.

Yours sincerely,

Sio Kam Seng
Chairman of the Board and
Chief Executive Officer

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