Subscription and Investor’s Rights Agreement Sample Contracts

Dated 24 July 2012 MR. CHENG CHUNG HING and MR. LEUNG MOON LAM and WILLIS PLUS LIMITED and PA UNIVERSAL OPPORTUNITY VII LIMITED SUBSCRIPTION AND INVESTOR’S RIGHTS AGREEMENT relating to US$60 million secured bonds due 2017
Subscription and Investor’s Rights Agreement • August 3rd, 2012 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong

The Major Shareholders, the Issuer and the Investor are collectively referred to herein as the “Parties” and each individually as, a “Party”.

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