Loan Contracts between China Metro-Rural Limited and independent third parties



 Exhibit 4.13 

Dated : the 20th day of December 2010. 
 *************************************************** 
 CHINA METRO-RURAL LIMITED

 and 
 THIRD PARTY 
 ************************************************* 

LOAN AGREEMENT 
 ************************************************* 








			
	 THIS LOAN AGREEMENT
	  	made this 20th day of December Two Thousand and Ten.

 BETWEEN : 
  

	(I)	CHINA METRO-RURAL LIMITED (中國城鄉有限公司), a company incorporated in the British
Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and it is a wholly-owned subsidiary of CHINA METRO-RURAL HOLDINGS
LIMITED (中國城鄉控股有限公司), a company incorporated in the British Virgin Islands and listed on the American Stock Exchange of New York Stock Exchange (“the
Borrower”); 

  

	(II)	THIRD PARTY, a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road
Town, Tortola, British Virgin Islands (“the Lender”). 

 WHEREAS :- 

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. 
 NOW IT IS HEREBY
AGREED by the parties hereto as follows :- 
  

	1.	REPAYMENT 

  

	 	1.1	Subject to and without prejudice to other provisions, terms or conditions herein contained the BORROWER hereby COVENANTS with the Lender that the Borrower shall repay
the Lender in full the Loan within 4 calendar years from the Date of Advance (“Maturity Date”) with interest at 13% per annum, with effect from the Date of the Advance until payment. 


 

	 	1.2	 Interest of the Loan is to be compounded on an annual basis, payable semi-annually on the 20th June and 20th December of each calendar year with the first such compounding to be paid on 20th June 2011. 



 

	 	1.3	Additional interest of 7% on the Loan, calculated on daily basis, from the Date of Advance to the actual date of early repayment will be payable by the Borrower if the
Loan is repaid in full before the Maturity Date. 

  

	 	1.4	Without prejudice to clause 1.3, in the event that the Borrower has defaulted before the Maturity Date or make early repayment, the total amount repayable under the
Loan will include (i) loan principal; (ii) 20% interest over the Loan for 1 year. If the Loan and the accrued interests are not paid by the Maturity Date, then an additional 20% per annum calculated on daily basis, will be applied to
the outstanding amount. 

  

	2.	TRANSFER 

 This Agreement may be
assigned or transferred in whole only and the Borrower shall upon receipt of the notice of such assignment or transfer facilitate any such assignment or transfer of the Agreement. 

 

	3.	GOVERNING LAW AND JURISDICTION 

  

	 	3.1	This Agreement shall be governed by and construed in accordance with the laws of Hong Kong S.A.R. 


 

	 	3.2	The Borrower agrees that any legal action or proceeding arising out of or relating to this Agreement may be brought in the courts of Hong Kong S.A.R. and irrevocably
submits to the non-exclusive jurisdiction of such courts. 

  

	4.	DECLARATION 

 The Lender hereby
DECLARE that the Lender had seek independent legal advice in respect of this transaction and this Agreement. 
 IN WITNESS whereof the
parties hereto have duly executed this Agreement the day and year first above written. 
  

			
	 SIGNED by

 
 , its director for and on behalf of the

 Borrower in the presence of :-
	  	 )
 )

)


  

			
	 SIGNED by ,

its sole director for and on behalf of the

Lender in the presence of :-
	  	 )
 )

)



  
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 Dated: the 20th day of December 2010. 
 *************************************************** 
 CHINA METRO-RURAL LIMITED

 and 
 THIRD PARTY 
 ************************************************* 

LOAN AGREEMENT 
 ************************************************* 








			
	 THIS LOAN AGREEMENT
	  	made this 20th day of December Two Thousand and Ten.

 BETWEEN: 
  

	(I)	CHINA METRO-RURAL LIMITED (中國城鄉有限公司), a company incorporated in the British Virgin
Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and it is a wholly-owned subsidiary of CHINA METRO-RURAL HOLDINGS LIMITED
(中國城鄉控股有限公司), a company incorporated in the British Virgin Islands and listed on the American Stock Exchange of New York Stock Exchange (“the Borrower”);


  

	(II)	THIRD PARTY, holder of Hong Kong Identity Card No. [Not disclosed] of (“the Lender”). 


WHEREAS:- 
 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$15 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. 
 NOW IT IS HEREBY AGREED by the parties
hereto as follows:- 
  

	1.	REPAYMENT 

  

	 	1.1	Subject to and without prejudice to other provisions, terms or conditions herein contained the BORROWER hereby COVENANTS with the Lender that the Borrower shall repay
the Lender in full the Loan within 4 calendar years from the Date of Advance (“Maturity Date”) with interest at 13% per annum, with effect from the Date of the Advance until payment. 


 

	 	1.2	 Interest of the Loan is to be compounded on an annual basis, payable semi-annually on the 20th June and 20th December of each calendar year with the first such compounding to be paid on 20th June 2011. 



 

	 	1.3	Additional interest of 7% on the Loan, calculated on daily basis, from the Date of Advance to the actual date of early repayment will be payable by the Borrower if the
Loan is repaid in full before the Maturity Date. 

  

	 	1.4	Without prejudice to clause 1.3, in the event that the Borrower has defaulted before the Maturity Date or make early repayment, the total amount repayable under the
Loan will include (i) loan principal; (ii) 20% interest over the Loan for 1 year. If the Loan and the accrued interests are not paid by the Maturity Date, then an additional 20% per annum calculated on daily basis, will be applied to
the outstanding amount. 

  

	2.	TRANSFER 

 This Agreement may be
assigned or transferred in whole only and the Borrower shall upon receipt of the notice of such assignment or transfer facilitate any such assignment or transfer of the Agreement. 

 

	3.	GOVERNING LAW AND JURISDICTION 

  

	 	3.1	This Agreement shall be governed by and construed in accordance with the laws of Hong Kong S.A.R. 


 

	 	3.2	The Borrower agrees that any legal action or proceeding arising out of or relating to this Agreement may be brought in the courts of Hong Kong S.A.R. and irrevocably
submits to the non-exclusive jurisdiction of such courts. 

  

	4.	DECLARATION 

 The Lender hereby
DECLARE that the Lender had seek independent legal advice in respect of this transaction and this Agreement. 
 IN WITNESS whereof the
parties hereto have duly executed this Agreement the day and year first above written. 
  

					
	 SIGNED by
  

, its director for and on behalf of the

Borrower in the presence of :-
	  	)
 )
 )
	  	
			
	 SIGNED by the Lender
 in the presence of :-
	  	)
 )
	  	
			
	INTERPRETED to the Lender by :-	  		  	


  
 1