UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

CHINA METRO-RURAL HOLDINGS LIMITED

(Name of Issuer)

Ordinary shares, par value US$0.001 per share

(Title of Class of Securities)

G3163G104

(CUSIP Number)

Kudos Limited

Room 1008, Tower A, Hunghom Commercial Centre

39 Ma Tau Wai Road

Hunghom

Kowloon

Hong Kong

852-2764 7303

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 4, 2013

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. G3163G104		13G		Page x of x Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Kudos Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0 (1)
				6.		SHARED VOTING POWER   0
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12.		TYPE OF REPORTING PERSON (see instructions)   CO

 

(1)

Pursuant to the Share Purchase and Sale Agreement entered between Kudos Limited (the “Seller”) and Mr. Cheng Chung Hing (the “Buyer”) dated December 4, 2013, the Seller agreed to sell all his ordinary shares (an aggregate amount of 5,744,323 shares) of the Issuer, par value US$0.001 per share, to the Buyer.

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CUSIP No. G3163G104

 

Item 1.

 

(a)

Name of Issuer

China Metro-Rural Holdings Limited

 

(b)

Address of Issuer’s Principal Executive Offices

Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong.

Item 2.

 

(a)

Name of Person Filing

Kudos Limited

 

(b)

Address of the Principal Office or, if none, residence

Room 1008, Tower A, Hunghom Commercial Centre, 39 Ma Tau Wai Road, Hunghom, Kowloon, Hong Kong

 

(c)

Citizenship

British Virgin Islands

 

(d)

Title of Class of Securities

Ordinary Shares

 

(e)

CUSIP Number

G3163G104

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)		¨		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		¨		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		¨		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		¨		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		¨		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		¨		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)		¨		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)		¨		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		¨		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)		¨		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

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CUSIP No. G3163G104

 

(a)

Amount beneficially owned: 0

 

(b)

Percent of class: 0%

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote 0

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of 0

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. G3163G104

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.