CNR Announces Its Results for the Six Months Ended September 30, 2011

NEW YORK, NY--(Marketwire - Nov 28, 2011) - China Metro-Rural Holdings Limited (the "Company") (NYSE Amex: 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, 2011.

Major Events:

• The Company signed a framework agreement with the Municipal Government of Qiqihar City, Heilongjiang, the PRC

The Company, through its subsidiary, signed a framework agreement with the Municipal Government of Qiqihar City, Heilongjiang, the PRC, to develop a designated area in Qiqihar City into its future Central Business district, or CBD ("Qiqihar Project"). As of September 30, 2011, the Group paid an aggregate of RMB132,000,000 (approximately HK$160,682,000) to the Land Bureau of the Municipal Government of Qiqihar City as deposit for the purchase of land use rights for this project.

Qiqihar Project is expected to comprise of total site area of at least 5 million square meters which can be potentially developed into a maximum gross floor area ("GFA") of approximately 10 million square meters, comprised of both commercial and residential properties.

As part of the Group's new rural-urban migration and city re-development business, the Group intends to retain a portion of the Qiqihar Project to develop on its own as well as selling the development rights to third parties to develop part of Qiqihar Project for a fee income. As of the date of this press release, the Group has already successfully concluded the sale of the development rights on two parcels of land for Qiqihar Project to two groups of independent third parties, with total value of over RMB150 million (HK$183 million), which the Group will be able to recognize as revenue within the next one to three years upon performance of certain conditions.

• Commencement of constructions for logistics platform in Dezhou City, Shandong, the PRC

Construction of the Company's logistics platform in Dezhou ("Dezhou Project") has commenced its first phase which comprises trade centers of over 230,000 square meters and other supporting facilities. The pre-sale of this first phase of Dezhou Project is expected to commence in late December 2011 and it is expected to be completed by March 2012. The Company is expected to commence the second phase constructions of Dezhou Project in February 2012 with total gross floor area of approximately 400,000 square meters.

• Placements of units and ordinary shares during the six months ended September 30, 2011

1. Units Placement

On May 11, 2011 (the "May Closing"), the Company completed an underwritten public offering of 1,517,978 units at a price of US$2.88 per unit (the "May Offering"). The May Offering yielded gross proceeds (before underwriting discount and commissions and offering expenses) of approximately US$4,372,000 (approximately HK$34,100,000). Each unit consists of one of the Company's ordinary shares and a warrant to purchase 0.65 of one of the Company's ordinary shares. The exercise price of the warrants is US$3.456 per ordinary share, subject to certain adjustments and with a term of three years. The Company has also issued warrants to the underwriter, to purchase in aggregate 200,373 ordinary shares of the Company at an exercise price of US$3.456 and with a term of three years. As at the May Closing, the fair values of these warrants approximated to HK$6,988,000 (approximately US$896,000). As a result of the May Offering, an amount of approximately HK$6,988,000 was recorded as "Derivative financial liabilities" at the time these warrants were issued, and an amount of approximately HK$27,112,000, being the difference between the gross proceeds and the fair value of these warrants, was recorded in the equity, before underwriting discount and commissions and offering expenses.

During the six months ended September 30, 2011, a gain on changes in the fair value of these warrants of HK$3,424,000 was recognized in the condensed consolidated income statement.

2. Shares Private Placement

On August 4, 2011 (the "First August Closing"), the Company completed a private placement of 2,000,000 ordinary shares at a price of US$2.50 per ordinary share (the "August Shares Placement") to two investors outside of the United States in reliance on Rule 902(2) of Regulation S. The August Shares Placement yielded gross proceeds (before placement expenses) of approximately US$5,000,000.

3. Units Private Placement

On August 16, 2011 (the "Second August Closing"), the Company completed a private placement of 5,900,000 units at a price of US$2.50 per unit (the "August Units Placement") to Zhong Ying Limited in reliance on Rule 902(2) of Regulation S. The August Units Placement yielded gross proceeds (before placement expenses) of approximately US$14,750,000. Each unit consists of one of the Company's ordinary shares and a warrant to purchase one of the Company's ordinary shares at an exercise price of US$2.875 per ordinary share. The entire amount of the August Units Placement was recorded as equity.

Financial Highlights:

Continuing operations

Continuing operations represent the Group's agricultural logistics business which is comprised of (1) development of integrated agricultural logistics and trade centers and supporting commercial and residential properties; (2) property investment which invests in integrated agricultural logistics and trade centers and supporting facilities; and (3) property management of developed properties within the logistics platform. Starting in September 2011, the Group began to be involved in rural-urban migration and city re-development businesses which are comprised of (1) development of commercial and residential properties; and (2) sale of development rights. Insignificant costs were incurred with respect to this new rural-urban migration and city re-development businesses which primarily related to start-up and administrative expenses.

Agricultural Logistics business

• Net revenue generated by the Group decreased from HK$359,421,000 for the six months ended September 30, 2010 to HK$109,756,000 for the six months ended September 30, 2011, representing a year-over-year decrease of 69.5%.
• Sales of gross floor area decreased from 106,571 square meters for the six months ended September 30, 2010 to 27,289 square meters for the six months ended September 30, 2011, representing a year-over-year decrease of 74.4%. Gross floor area sold during the period consisted of trade centers of 18,687 square meters (2010: 53,558 square meters) and residential properties of 8,602 square meters (2010: 26,057 square meters). Sales for the six months ended September 30, 2010 also included a hotel of 26,956 square meters with a consideration of RMB98,000,000 (approximately HK$113,408,000).
• Gross profit percentage increased from 39.9% for the six months ended September 30, 2010 to 45.9% for the six months ended September 30, 2011.
• Other income and gains, net, decreased from HK$30,201,000 for the six months ended September 30, 2010 to HK$23,779,000 for the six months ended September 30, 2011, representing a year-over-year decrease of 21.3%. Included in other income and gains, net, was a government subsidy of HK$23,541,000 (2010: HK$16,480,000) for the six months ended September 30, 2011, representing a year-over-year increase of 42.8%. Other income and gains, net, for the six months ended September 30, 2010 also included net income recognized for a construction contract of HK$10,857,000.
• Selling expenses decreased from HK$11,495,000 for the six months ended September 30, 2010 to HK$5,598,000 for the six months ended September 30, 2011, representing a year-over-year decrease of 51.3%.
• Administrative expenses increased from HK$29,058,000 for the six months ended September 30, 2010 to HK$40,093,000 for the six months ended September 30, 2011, representing a year-over-year increase of 38.0%.
• Net profit attributable to the equity holders of the Company decreased from HK$76,187,000 for the six months ended September 30, 2010 to HK$11,310,000 for the six months ended September 30, 2011, representing a year-over-year decrease of 85.2%.

Rural-Urban Migration Re-Development Business

• Administrative expenses for the six months ended September 30, 2011 was HK$2,512,000 (2010: Nil).
• Net loss attributable to the equity holders of the Company for the six months ended September 30, 2011 was HK$1,842,000 (2010: Nil).

Discontinued operations

Discontinued operations represented the Group's jewelry and real estate business, which is comprised of (1) purchasing, processing, assembling, merchandising and wholesale distribution of pearls and jewelry products; and (2) real estate development and investment businesses in the PRC and Hong Kong, which were carried out primarily through Man Sang International Limited, a then subsidiary of the Company which was disposed of by way of distribution in specie on July 28, 2010 (the "Distribution"). As a result of the Distribution, the discontinued operations ceased to operate during the six months ended September 30, 2010, thus no results were generated in the six months ended September 30, 2011.

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.

CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED SEPTEMBER 30
				2011			2011			2010
				US$'000			HK$'000			HK$'000
				(Unaudited)			(Unaudited)			(Unaudited)
				(Note 2)
Continuing operations
Revenue				14,071			109,756			359,421
Cost of sales				(7,614	)		(59,389	)		(215,884	)
Gross profit				6,457			50,367			143,537
Other income, net				3,049			23,779			27,707
Other gains, net				-			-			2,494
Selling expenses				(718	)		(5,598	)		(11,495	)
Administrative expenses				(5,462	)		(42,605	)		(29,058	)
Decrease in fair value of derivative financial liabilities				439			3,424			-
Operating profit				3,765			29,367			133,185
Finance income				50			387			652
Finance costs				(16	)		(122	)		(179	)
Finance income -net				34			265			473
Share of losses of an associate				(284	)		(2,215	)		(419	)
Profit before income tax				3,515			27,417			133,239
Income tax expenses				(2,379	)		(18,553	)		(57,065	)
Profit for the period from continuing operations				1,136			8,864			76,174
Discontinued operations
Profit for the period from discontinued operations, net of tax				-			-			29,878
Profit for the period				1,136			8,864			106,052
Attributable to:
		Equity holders of the Company		1,213			9,468			100,137
		Non-controlling interests		(77	)		(604	)		5,915
				1,136			8,864			106,052
Dividend				-			-			466,474
Earnings per share from continuing and discontinued operations attributable to equity holders of the Company during the period
	Basic earnings per share
	From continuing operations			US$ 0.02			HK$ 0.14			HK$ 1.19
	From discontinuing operations			-			-			HK$ 0.37
				US$ 0.02			HK$ 0.14			HK$ 1.56
	Diluted earnings per share
	From continuing operations			US$ 0.02			HK$ 0.14			HK$ 1.19
	From discontinuing operations			-			-			HK$ 0.37
				US$ 0.02			HK$ 0.14			HK$ 1.56

CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30
				2011			2011			2010
				US$'000			HK$'000			HK$'000
				(Unaudited)			(Unaudited)			(Unaudited)
				(Note 2)
Profit for the period				1,136			8,864			106,052
Other comprehensive income, net of tax:
Increase in fair value of leasehold land and buildings, net of deferred income tax				-			-			4,636
Exchange difference on translation of foreign operations				2,999			23,387			24,588
Total comprehensive income for the period				4,135			32,251			135,276
Total comprehensive income for the period attributable to:
		Equity holders of the Company		4,195			32,720			117,807
		Non-controlling interests		(60	)		(469	)		17,469
				4,135			32,251			135,276

CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
			September 30,						March 31,
			2011			2011			2011
			US$'000			HK$'000			HK$'000
			(Unaudited)			(Unaudited)			(Unaudited)
			(Note 2)
Non-current assets
	Investment properties		17,635			137,553			133,950
	Investment properties under construction		50,832			396,490			346,728
	Property, plant and equipment		13,524			105,492			92,178
	Land use rights		9,605			74,922			76,233
	Deposit for investment properties		1,861			14,517			14,136
	Deposit for acquisition of land use rights		42,333			330,195			162,685
	Interest in an associate		3,554			27,719			29,173
	Deferred income tax assets		390			3,037			-
			139,734			1,089,925			855,083
Current assets
	Completed properties held for sale		33,872			264,200			273,828
	Properties under development		104,090			811,902			275,607
	Land use rights		274			2,141			2,118
	Deposit for acquisition of land use rights		35,465			276,629			-
	Trade and other receivables		12,862			100,330			177,918
	Restricted and pledged bank deposits		13,156			102,613			123,627
	Cash and cash equivalents		14,592			113,814			156,928
			214,311			1,671,629			1,010,026
Current liabilities
	Trade payables, other payables and accruals		75,277			587,160			235,859
	Receipt in advance		928			7,240			21,271
	Current income tax liabilities		19,907			155,278			146,588
	Bank and other borrowings		82,713			645,161			260,787
	Derivative financial liabilities		457			3,564			-
			179,282			1,398,403			664,505
Net current assets			35,029			273,226			345,521
Total assets less current liabilities			174,763			1,363,151			1,200,604
Non-current liabilities
	Deferred income tax liabilities		10,212			79,653			77,566
	Bank and other borrowings		26,420			206,074			273,371
	Loan from a non-controlling interest of a subsidiary		4,538			35,400			12,000
			41,170			321,127			362,937
Net assets			133,593			1,042,024			837,667
Equity
Equity attributable to equity holders of the Company
	Share capital		73			573			500
	Reserves		133,669			1,042,614			837,861
			133,742			1,043,187			838,361
Non-controlling interests			(149	)		(1,163	)		(694	)
Total equity			133,593			1,042,024			837,667

CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30
		2011			2011			2010
		US$'000			HK$'000			HK$'000
		(Unaudited)			(Unaudited)			(Unaudited)
		(Note 2)
Net cash used in operating activities		(68,421	)		(533,689	)		(69,171	)
Net cash used in investing activities		(4,793	)		(37,384	)		(678,243	)
Net cash generated from financing activities		67,643			527,614			142,068
Net decrease in cash and cash equivalents		(5,571	)		(43,459	)		(605,346	)
Cash and cash equivalents at beginning of the period		20,119			156,928			746,669
Effect of foreign exchange rate changes		44			345			4,214
Cash and cash equivalents at end of the period		14,592			113,814			145,537

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

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, 2011.

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$1.00. 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.