Exhibit 99.2
August 16, 2011
Dear Warrant Holders,
RE: ADJUSTMENT TO THE EXERCISE PRICE OF WARRANTS
In respect of the Warrants that the Company issued to you on May 11, 2011, the Company hereby informs you that the exercise price of the warrants is adjusted from US$3.456 per ordinary shares to US$3.318 pursuant to Section 2(c) of the Warrant to Purchase Ordinary Shares, as a result of two private placements by the Company which were closed on August 2, 2011 and August 16, 2011 with an aggregate of 7,900,000 ordinary shares issued at US$2.50 per ordinary share and 5,900,000 warrants issued where each warrant entitles the holder to purchase 1 ordinary share of the Company at an exercise price of US$2.875 per ordinary share upon exercise. A calculation of the adjusted exercise price of the Warrants is attached as Appendix A to this letter for your reference. For the purpose of this letter, the terms used in this letter shall have the same meaning as contained in the Warrant Agent Agreement and the Warrant to Purchase Ordinary Shares filed as exhibits to the Form 6-K dated May 11, 2011, which can be found on the website of the Securities and Exchange Commission atwww.sec.gov and the Company atwww.chinametrorural.com.
Yours truly,
FOR AND ON BEHALF OF
CHINA METRO-RURAL HOLDINGS LIMITED
/s/ Arthur Lee
Arthur Lee
Chief Financial Officer
Appendix A
China Metro-Rural Holdings Limited
Calculation on Adjustment to Exercise Price of Warrants
Number of shares | Issue/exercise price | Consideration | ||||||||||||||||||
US$ | US$ | |||||||||||||||||||
Private Placement Closed on 2 August 2011: | ||||||||||||||||||||
Ordinary shares issued | 2,000,000 | 2.500 | 5,000,000 | |||||||||||||||||
Private Placement Closed on 16 August 2011: | ||||||||||||||||||||
Ordinary shares issued | 5,900,000 | 2.500 | 14,750,000 | |||||||||||||||||
Underlying ordinary shares exercisable from warrants issued | 5,900,000 | 2.875 | 16,962,500 | |||||||||||||||||
|
|
|
| |||||||||||||||||
Aggregate consideration | 13,800,000 | (A) | 36,712,500 | |||||||||||||||||
Original Exercise Price | (B) | 3.456 | ||||||||||||||||||
Number of shares (A) would purchase at the Original Exercise Price | (A)/(B) | 10,622,829 | ||||||||||||||||||
|
| |||||||||||||||||||
Adjusted exercise price of the Warrants pursuant to Section 2(c) of the Warrants | 3.456 | x | 65,643,782 | + | 10,622,829 | |||||||||||||||
|
| |||||||||||||||||||
65,643,782 | + | 13,800,000 | ||||||||||||||||||
Adjusted exercise price of the Warrants | 3.456 | x | 96.00 | % | ||||||||||||||||
Adjusted exercise price of the Warrants (US$) | 3.318 |