CNR Announces Its Results for the Six Months Ended September 30, 2012

NEW YORK, NY--(Marketwire - Nov 30, 2012) - 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, 2012.

Major Events:

• Issuance of US$60 million guaranteed secured convertible bonds and warrants during the six months ended September 30, 2012

On August 15, 2012 (the "CB Closing"), the Company completed a private placement of US$60,000,000, 14 per cent. guaranteed secured convertible bonds (the "CBs") due 2017 to Willis Plus Limited, a BVI company associated with the Company's majority shareholders (the "Investor") (the "CB Offering"). In addition, the bondholders have options to convert the CBs into the ordinary shares of the Company (the "Shares") or require the Company to redeem all, but not less than all, of such holder's CBs on August 15, 2015 (collectively, the "Embedded Derivatives"). The CBs are initially convertible into 55,499,028 Shares, based on an initial conversion price of US$1.0811 per share. Simultaneously with the CB Offering, the Company 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 and with a term of four years, commencing one year after the date of issue of the CBs (the "Warrant"). As of the CB Closing, the fair values of the Embedded Derivatives and the Warrants were approximately HK$156,593,000 (US$20,076,000) and HK$26,267,000 (US$3,368,000), respectively. As a result of the CB Offering, an amount of approximately HK$182,860,000 was recorded as "Derivative financial liabilities" and an amount of approximately HK$285,140,000, being the difference between the gross proceeds and the fair value of these embedded derivatives and warrants, was recorded as "Convertible bonds", before commissions and offering expenses, as at the date of issue of the CBs.

• Agreement to dispose a project in Qiqihar City, Heilongjiang, the PRC

On October 15, 2012, the Company, through its subsidiary, entered into an agreement for the disposition of 100% of its equity interest in China Focus City (H.K.) Holdings Limited and 75% of its equity interest in Qiqihar China Focus City Holdings (Group) Co. Ltd. ("Qiqihar CFC") to Run Xing Investments Limited and Honour Noble Holdings Limited (collectively, the "Purchasers") (collectively the "Sale"). Pursuant to the agreement, the Company, through its subsidiaries, is to receive considerations of RMB150,000,000 plus an amount of RMB85,595,967, representing certain post-tax profits arising from Qiqihar CFC prior to the Sale, and interest on the pre-tax balance of such amount calculated from July 28, 2012 through the date of payment. In addition, the Purchasers are to enter into a legally binding guaranty with respect to the Company's remaining 25% interest in Qiqihar CFC that the Company will receive (X) a pre-tax 21% of the Company's remaining 25% interest in Qiqihar CFC, a fixed annual return equal to RMB10,500,000, beginning October 15, 2013 and (Y) RMB50,000,000. The Purchasers shall have the right to purchase the remaining 25% interest in Qiqihar CFC at any time for RMB50,000,000 (plus any amounts due and payable under (X) and (Y) above). Finally, in the event that the Purchasers intend to sell its interests in Qiqihar CFC, they must first purchase the Company's remaining 25% interest in Qiqihar CFC. The payments of the amounts described above shall be guaranteed by the Purchasers and Qiqihar CFC, as well as Mr. Su Shaobin, who is a director of the Company. The disposition was approved by the audit committee and the board of directors of the Company on October 12, 2012.

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

Construction of the Company's logistics platform in Dezhou ("Dezhou Project") has commenced its second phase which consists of trade centers of approximately 150,000 square meters and other supporting facilities. The pre-sale of this second phase of Dezhou Project is expected to commence by the end of 2013 and it is expected to be completed by the middle of 2014.

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 districts.

Agricultural Logistics Business

• Net revenue generated by the Group increased from HK$109,756,000 for the six months ended September 30, 2011 to HK$206,579,000 for the six months ended September 30, 2012, representing a year-over-year increase of 88.2%.
• Sales of gross floor area increased from 27,289 square meters for the six months ended September 30, 2011 to 35,994 square meters for the six months ended September 30, 2012, representing a year-over-year increase of 31.9%. Gross floor area sold during the period consisted of trade centers of 35,994 square meters (2011: 18,687 square meters). Sales for the six months ended September 30, 2011 also included residential properties of 8,602 square meters.
• Gross profit percentage decreased from 45.9% for the six months ended September 30, 2011 to 37.1% for the six months ended September 30, 2012.
• Other income and losses, net, increased from HK$23,779,000 for the six months ended September 30, 2011 to HK$26,833,000 for the six months ended September 30, 2012, representing a year-over-year increase of 12.8%. Included in other income and losses, net, was a government subsidy of HK$35,027,000 (2011: HK$23,541,000) for the six months ended September 30, 2012, representing a year-over-year increase of 48.8%. Other income and losses, net, for the six month ended September 30, 2012 also included the transaction cost related to the derivative components of convertible bonds of HK$7,156,000.
• Selling expenses increased from HK$5,598,000 for the six months ended September 30, 2011 to HK$32,123,000 for the six months ended September 30, 2012, representing a year-over-year increase of 473.8%.
• Administrative expenses increased from HK$40,093,000 for the six months ended September 30, 2011 to HK$54,925,000 for the six months ended September 30, 2012, representing a year-over-year increase of 37.0%.
• Net profit attributable to the equity holders of the Company increased from HK$11,310,000 for the six months ended September 30, 2011 to HK$23,813,000 for the six months ended September 30, 2012, representing a year-over-year increase of 110.5%.

Rural-Urban Migration and City Re-development Business

• Other income and losses, net for the six months ended September 30, 2012 was HK$4,677,000 (2011: Nil). Included in other income and losses, net, was an interest income of HK$4,023,000 (2011: Nil).
• Selling expenses for the six months ended September 30, 2012 was HK$9,901,000 (2011: Nil).
• Administrative expenses increase from HK$2,512,000 for the six months ended September 30, 2011 to HK$8,772,000 for the six months ended September 30, 2012, representing a year-over-year increase of 249.2%.
• Net loss attributable to the equity holders of the Company increase from HK$1,842,000 for the six months ended September 30, 2011 to HK$9,503,000 for the six months ended September 30, 2012, representing a year-over-year increase of 415.9%.

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
			2012			2012			2011
			US$'000			HK$'000			HK$'000
			(Unaudited)			(Unaudited)			(Unaudited)
			(Note 3)
Revenue			26,484			206,579			109,756
Cost of sales			(16,651	)		(129,883	)		(59,389	)
Gross profit			9,833			76,696			50,367
Other income, net			5,166			40,298			23,779
Other losses, net			(1,126	)		(8,788	)		-
Selling expenses			(5,388	)		(42,024	)		(5,598	)
Administrative expenses			(8,166	)		(63,697	)		(42,605	)
Decrease in fair value of derivative financial liabilities			6,695			52,221			3,424
Operating profit			7,014			54,706			29,367
Finance income			89			698			387
Finance costs			(1,612	)		(12,570	)		(122	)
Finance costs -net			(1,523	)		(11,872	)		265
Share of losses of an associate			(472	)		(3,681	)		(2,215	)
Profit before income tax			5,019			39,153			27,417
Income tax expenses			(2,160	)		(16,849	)		(18,553	)
Profit for the period			2,859			22,304			8,864
Attributable to:
	Equity holders of the Company		1,834			14,310			9,468
	Non-controlling interests		1,025			7,994			(604	)
			2,859			22,304			8,864
Earnings per share attributable to equity holders of the Company during the period
	Basic earnings per share		US$ 0.02			HK$ 0.19			HK$ 0.14
	Diluted (loss)/earning per share		US$ (0.04	)		HK$ (0.32	)		HK$ 0.14

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

CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30
			2012			2012			2011
			US$'000			HK$'000			HK$'000
			(Unaudited)			(Unaudited)			(Unaudited)
			(Note 3)
Profit for the period			2,859			22,304			8,864
Other comprehensive (loss)/income, net of tax:
Exchange difference on translation of foreign operations			(545	)		(4,251	)		23,387
Total comprehensive income for the period			2,314			18,053			32,251
Total comprehensive income for the period attributable to:
	Equity holders of the Company		1,319			10,294			32,720
	Non-controlling interests		995			7,759			(469	)
			2,314			18,053			32,251

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

CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
			September 30,				March 31,
			2012		2012		2012
			US$'000		HK$'000		HK$'000
			(Unaudited)		(Unaudited)		(Unaudited)
			(Note 3)
Non-current assets
	Investment properties		69,368		541,070		542,598
	Investment properties under construction		2,028		15,818		14,854
	Property, plant and equipment		15,563		121,390		108,727
	Land use rights		8,413		65,620		70,695
	Deposit for investment properties		1,872		14,599		14,640
	Deposit for acquisition of land use rights		15,945		124,373		124,724
	Deposits for property, plant and equipment		273		2,134		-
	Interest in an associate		3,074		23,973		27,728
	Deferred income tax assets		1,651		12,879		-
			118,187		921,856		903,966
Current assets
	Completed properties held for sale		65,304		509,370		475,413
	Properties under development		130,770		1,020,002		811,000
	Land use rights		234		1,823		1,911
	Deposit for acquisition of land use rights		2,354		18,363		160,169
	Trade and other receivables		52,512		409,598		462,334
	Restricted and pledged bank deposits		4,409		34,392		17,508
	Cash and cash equivalents		72,254		563,580		343,578
			327,837		2,557,128		2,271,913
Current liabilities
	Trade payables, other payables and accruals		70,792		552,176		599,883
	Receipt in advance		36,815		287,155		179,507
	Current income tax liabilities		31,838		248,340		245,553
	Bank and other borrowings		59,952		467,621		478,763
	Derivative financial liabilities		17,126		133,580		2,941
			216,523		1,688,872		1,506,647
Net current assets			111,314		868,256		765,266
Total assets less current liabilities			229,501		1,790,112		1,669,232
Non-current liabilities
	Deferred income tax liabilities		10,353		80,755		80,983
	Bank and other borrowings		8,946		69,776		253,839
	Convertible bonds		36,810		287,118		-
	Loan from a non-controlling interest of a subsidiary		7,538		58,800		58,800
			63,647		496,449		393,622
Net assets			165,854		1,293,663		1,275,610

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

CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION - (Continued)
			September 30,				March 31,
			2012		2012		2012
			US$'000		HK$'000		HK$'000
			(Unaudited)		(Unaudited)		(Unaudited)
			(Note 3)
Equity
Equity attributable to equity holders of the Company
	Share capital		73		573		573
	Reserves		161,967		1,263,344		1,253,050
			162,040		1,263,917		1,253,623
Non-controlling interests			3,814		29,746		21,987
Total equity			165,854		1,293,663		1,275,610

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

CHINA METRO-RURAL HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30
		2012			2012			2011
		US$'000			HK$'000			HK$'000
		(Unaudited)			(Unaudited)			(Unaudited)
		(Note 3)
Net cash generated from/(used in) operating activities		150			1,169			(533,689	)
Net cash used in investing activities		(2,477	)		(19,318	)		(37,384	)
Net cash generated from financing activities		30,651			239,079			527,614
Net increase/(decrease) in cash and cash equivalents		28,324			220,930			(43,459	)
Cash and cash equivalents at beginning of the period		44,048			343,578			156,928
Effect of foreign exchange rate changes		(118	)		(928	)		345
Cash and cash equivalents at end of the period		72,254			563,580			113,814

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, 2012.

2. POST BALANCE SHEET DATE EVENT

On October 15, 2012, the Company, through its subsidiary, entered into an agreement for the disposition of 100% of its equity interest in China Focus City (H.K.) Holdings Limited and 75% of its equity interest in Qiqihar China Focus City Holdings (Group) Co. Ltd. ("Qiqihar CFC") to Run Xing Investments Limited and Honour Noble Holdings Limited (collectively, the "Purchasers") (collectively the "Sale").

Pursuant to the agreement, the Company, through its subsidiaries, is to receive considerations of RMB150,000,000 plus an amount of RMB85,595,967, representing certain post-tax profits arising from Qiqihar CFC prior to the Sale, and interest on the pre-tax balance of such amount calculated from July 28, 2012 through the date of payment. In addition, the Purchasers are to enter into a legally binding guaranty with respect to the Company's remaining 25% interest in Qiqihar CFC that the Company will receive (X) a pre-tax 21% of the Company's remaining 25% interest in Qiqihar CFC, a fixed annual return equal to RMB10,500,000, beginning October 15, 2013 and (Y) RMB50,000,000. The Purchasers shall have the right to purchase the remaining 25% interest in Qiqihar CFC at any time for RMB50,000,000 (plus any amounts due and payable under (X) and (Y) above). Finally, in the event that the Purchasers intend to sell its interests in Qiqihar CFC, they must first purchase the Company's remaining 25% interest in Qiqihar CFC. The payments of the amounts described above shall be guaranteed by the Purchasers and Qiqihar CFC, as well as Mr. Su Shaobin, who is a director of the Company. The disposition was approved by the audit committee and the board of directors of the Company on October 12, 2012.

3. 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.