0001193125-11-185343 Sample Contracts

SPD Bank Working Capital Loan Contract
CHINA METRO-RURAL HOLDINGS LTD • July 11th, 2011 • Real estate

For funding needs, the Borrower applies for working capital loan from the Lender: After review, the Lender agrees to grant the loan in accordance with the terms and conditions stipulated under this Contract. In order to clarify the rights and obligations of both parties, this contract is entered into upon mutual agreement, based on relevant laws, regulations and rules of the People’s Republic of China, and shall be binding on both parties.

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English Translation Tieling Commercial Bank Contract Number: [Not disclosed in this translation] Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Tieling Commercial Bank Co., Ltd., Guangxin Branch
CHINA METRO-RURAL HOLDINGS LTD • July 11th, 2011 • Real estate

Due to funding needs, The Borrower submitted a loan application to the Lender and the Lender agrees to grant the loan to the Borrower. In order the specify the rights and obligations of both the Lender and the Borrower, this Contract is made, which is agreed by both parties unanimously, in accordance with the Contract Law of the People’s Republic of China, the General Provisions of Loans of the People’s Republic of China and other relevant laws and regulations.

CHINA METRO-RURAL LIMITED and THIRD PARTY LOAN AGREEMENT
Loan Agreement • July 11th, 2011 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong

The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of HK$45 Million (“the Loan”) to the Borrower effective from 20th December 2010 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.

Framework Cooperation Agreement for the “Shandong Dezhou China North Commerce, Trade and Logistics City” Project
Framework Cooperation Agreement • July 11th, 2011 • CHINA METRO-RURAL HOLDINGS LTD • Real estate

Based on the principles of equality and voluntary agreement, honesty and credibility as well as mutual benefits, Party A and Party B have reached unanimous consensus following friendly negotiations in respect of the investment and construction of the “Shandong Dezhou China North Commerce, Trade and Logistics City” project (“China North City” or the “Project”) in Dezhou City, Shandong Province by Party B, and this Agreement has been made in respect thereof.

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