0001193125-10-156075 Sample Contracts

MAN SANG INTERNATIONAL LIMITED AND CHENG CHUNG HING SERVICE AGREEMENT
Service Agreement • July 9th, 2010 • CHINA METRO-RURAL HOLDINGS LTD • Wholesale-jewelry, watches, precious stones & metals • Hong Kong
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RENMINBI-DENOMINATED BORROWING CONTRACT (MEDIUM/LONG TERM) Number: Year (2009) Zhen Zhong Yin Si Jie Zi Number 60221
CHINA METRO-RURAL HOLDINGS LTD • July 9th, 2010 • Wholesale-jewelry, watches, precious stones & metals

Subsequent to the negotiations on an equality basis, the Borrower and the Lender reached a unanimous opinion in respect the medium/long term Renminbi-denominated loan given by the Lender to the Borrower and hereby entered into the Contract.

AGREEMENT IN RESPECT OF OPERATING RIGHTS OF THE PROJECT ON LAND PLOTS NUMBERS 112 AND 113 OF “NUMBER 1, REPULSE BAY”
CHINA METRO-RURAL HOLDINGS LTD • July 9th, 2010 • Wholesale-jewelry, watches, precious stones & metals

In order to speed up the progress of the development and construction of the New City Area of Tieling City, all parties to this Agreement hereby agreed to handover the detailed operations of the project engineering and construction, capital raising, sale of commodity property and property management of Land Plots Number 112 and Number 113 of “NUMBER 1, Repulse Bay”, which has been invested and constructed by Party A, to Party B. Based on the principles of equality, willingness, fairness, honesty and trustworthiness, after thorough negotiations and at the attestation of the People’s Government of Tieling City, Party A and Party B reached this Agreement for mutual compliance and implementation:

HSBC Bank (China) Company Limited Shenzhen Branch: 2/F, China Resources Building, 5001 Shennan Road East, Luohu District, Shenzhen (Postal Code: 518010), The People’s Republic of China PRIVATE AND CONFIDENTIAL China Northeast Logistics City Co., Ltd....
CHINA METRO-RURAL HOLDINGS LTD • July 9th, 2010 • Wholesale-jewelry, watches, precious stones & metals

With reference to the captioned uncommitted loan credit facility, in order to satisfy the requirements of the Bank’s auditors, the Bank hereby reconfirms that: Subject to the provision of the following guarantees, the Bank agrees to continue to provide the aforesaid credit facility on the premises that the Bank shall have the right to review and re-examine the said credit facility at any time (and not later than 31 December 2010 in all circumstances) and to suspend and revoke such credit facility unilaterally and demand immediate repayment of the relevant loan.

China Metro-Rural Exchange Limited Room 803, 8/F, Tower One, The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong Tel: 852-23179289 Fax: 852-23175372
Employment Agreement • July 9th, 2010 • CHINA METRO-RURAL HOLDINGS LTD • Wholesale-jewelry, watches, precious stones & metals

It has been resolved by the respective boards of directors of the Company and its holding company to appoint you as the Chairman of the Board of Directors and Executive Director of each of the Company and its holding company. The terms and conditions of employing you (hereinafter, the “Employee”) are as follows:

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