中国新城农村2012年度报告

20-F 1 d565422d20f.htm FORM 20-F Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report . For the transition period from to Commission file number 000-53776. China Metro-Rural Holdings Limited (Exact name of Registrant as specified in its charter) China Metro-Rural Holdings Limited (Translation of Registrant’s name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong (Address of principal executive office) Mr. Sio Kam Seng Chief Executive Officer and Chairman of the Board China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower, The Gateway 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong Telephone: (852) 2111 3815 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Table of ContentsSecurities registered or to be registered pursuant to Section 12(b) of the Act. (Title of each class) (Name of each exchange on which registered)Ordinary shares, par valueUS$0.001 per share NYSE MKTSecurities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the Annual Report. As of March 31, 2013 there were 73,543,782 shares of the issuer’s ordinary shares, $0.001 par value outstanding and 100,000 shares of the issuer’s preferred shares, $0.001 par value outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  No Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  Accelerated filer  Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP  International Financial Reporting Standards as issuedby the International Accounting Standards Board  Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17  Item 18 If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes  No Table of ContentsTABLE OF CONTENTS Page INTRODUCTION ii PRESENTATION OF FINANCIAL INFORMATION ii CURRENCY TRANSLATION iii CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS iii Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 29 Item 4A. Unresolved Staff Comments 67 Item 5. Operating and Financial Review and Prospects 67 Item 6. Directors, Senior Management and Empl