-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KnGVTIB99FcfhTqtJa/ELQaAbsFTt3h8Ues05nUzkIl8vqAOWWRmnStD0tvZ19vL fv/rrU/hugyuHp57CXlmNA== 0001144204-07-048369.txt : 20070907 0001144204-07-048369.hdr.sgml : 20070907 20070907105231 ACCESSION NUMBER: 0001144204-07-048369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070906 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070907 DATE AS OF CHANGE: 20070907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZHONGPIN INC. CENTRAL INDEX KEY: 0001277092 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 542100419 STATE OF INCORPORATION: DE FISCAL YEAR END: 0216 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33593 FILM NUMBER: 071104584 BUSINESS ADDRESS: STREET 1: C/O PRYOR CASHMAN SHERMAN & FLYNN LLP STREET 2: 410 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-326-0846 MAIL ADDRESS: STREET 1: C/O PRYOR CASHMAN SHERMAN & FLYNN LLP STREET 2: 410 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STRONG TECHNICAL INC DATE OF NAME CHANGE: 20040121 8-K 1 v087156_8k.htm Unassociated Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 6, 2007
 
Zhongpin Inc.
(Exact name of registrant as specified in charter)
 
Delaware
(State or other jurisdiction
of incorporation)
 
333-112111
(Commission
File Number)
 
54-2100419
(IRS Employer
Identification No.)
 
 
 
21 Changshe Road, Changge City, Henan Province
People’s Republic of China
(Address of principal executive offices)
 
 
(Zip Code)
 
011 86 374-6216633
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 

 
SECTION 1 REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

On September 6, 2007, Henan Zhongpin Food Share Co., Ltd. (“Henan Zhongpin”), a wholly-owned subsidiary of our company, entered into a lease agreement (the “Lease”) with Tianjin Shunli Enterprise Co., Ltd. (“Shunli”), pursuant to which Henan Zhongpin has leased Shunli’s meat processing facilities located in the Special Economic Development Zone in Tianjin City. The facility will be operated by Tianjin Zhongpin Food Company, Ltd. (“Tianjin Zhongpin”), a wholly owned subsidiary of our company. The Lease has the following principal terms:

 
·
The Lease has a three-year term commencing on September 19, 2007.

 
·
Rent will be 5,600,000 RMB (US$741,329.10) per year for the duration of the Lease.

 
·
Except for certain heavy equipment repair or replacement expenses, all expenses associated with operating the processing facility will be included in the rent, including the expenses relating to water, electricity and security.

 
·
Tianjin Zhongpin shall have the full use of the production facilities, including the right to manage the staff of the production facility and the right to control the purchase of materials and supplies, production and the sale of all products produced.

 
·
Neither Shunli nor any third party shall have the right to interfere with Tianjin Zhongpin’s normal production and operational activities at the facility during the lease term.
 
The total production capacity for chilled and frozen pork at the leased facility is 157 metric tons per day, based on an eight-hour working day, or approximately 53,000 metric tons on an annual basis. Approximately 80% of the facility’s production capacity will be dedicated to producing chilled pork, while the remaining 20% will be dedicated to producing frozen pork.

We currently expect to commence production at this facility in September 2007.

An English language translation of the Lease is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A press release announcing the the Lease was issued on September 6, 2007 and is attached hereto as Exhibit 99.1.

SECTION 2 FINANCIAL INFORMATION

Item 2.02. Results of Operations and Financial Condition.

On September 6, 2007, we issued a press release announcing our revised revenue outlook for fiscal 2007. A copy of the press release is attached hereto as Exhibit 99.2.
 

 
SECTION 7 REGULATION FD

Item 7.01. Regulation FD Disclosure.

The description of the press releases in Item 1.01 and Item 2.02 above are incorporated herein by reference.

The information contained herein and in the accompanying exhibit is being furnished pursuant to “Item 7.01. Regulation FD.” The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
 
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibit is furnished herewith:
 
Exhibit No.   Document 
     
10.1   English Translation of Leasing Contract, dated as of September 6, 2007. 
     
99.1   Pork Production Facility Press Release of Zhongpin Inc., dated September 6, 2007.
     
99.2   Revised Revenue Projection Press Release of Zhongpin Inc., dated September 6, 2007.
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
  ZHONGPIN INC.
(Registrant)
     
  By:   /s/ Xianfu Zhu
  Name: Xianfu Zhu
  Title: Chief Executive Officer
 
Dated: September 8, 2007
 

 
EXHIBIT INDEX
 
Exhibit No.
 
Document
     
10.1
 
English Translation of Leasing Contract, dated as of September 6, 2007.
     
 
Pork Production Facility Press Release of Zhongpin Inc., dated September 6, 2007.
     
99.2
 
Revised Revenue Projection Press Release of Zhongpin Inc., dated September 6, 2007.
 

EX-10.1 2 v087156_ex10-1.htm Unassociated Document
EXHIBIT 10.1

English Translation

Tianjin Shunli Enterprise Co., Ltd.

Henan Zhongpin Food Share Co., Ltd.
 
 
Assets Lease Agreement

6th of September, 2007
 


 
Lease Agreement
 
Party A (lessor): Tianjin Shunli Enterprise Co., Ltd.

Address: Southern Section of Chunxi Road, Economic Development Zone, Tianjin City, Jinghai County

Legal Representative: Guo Youli

Title: Chairman of the Board

Party B (lessee): Henan Zhongpin Food Share Co., Ltd.

Address: 21 Changshe Road, Changge City, Henan Province

Legal Representative: Zhu Xianfu

Title: Chairman of the Board

Whereas.

Through holding a shareholder’s meeting on the 10th of August, 2007, Party A agreed to lease its assets to Party B under this agreement. Party B held a Board of Directors meeting on the10th of August, 2007 and agreed to lease Party A’s assets. In order to use the production capacity of Party A’s equipment to maximize the economic benefits for both parties and create a win-win situation, Party A and Party B agreed to enter into this agreement and carry it out as follows according to “The Economic Contract Law of the People's Republic of China,” and other related laws and regulations :

Section One   Basic Conditions of Lease

1. Location of Lease:

The facility is located at Southern Section of Chunxi Road, Economic Development Zone, Tianjin City, Jinghai County.

2. Scope of Lease:

Party A owns live pig slaughtering, cutting, refrigeration and cold storage equipment and also has workshops, office buildings, workshops for preparing food, dining-rooms, guard houses, and some buildings that serve as both office buildings and domicile. The equipment includes but is not limited to water and electricity, a dirt-discharge facility, abattoir, logistics, dwelling house, office building and other establishments, manufacturing instruments, lands related to the above lease, a boundary wall and so forth.
 

 
However, the following assets: (1) The second floor for the office and domicile and its office equipment is not included.(2) Since the office building, which is not completed, has not been leased, Party A shall not lease it . When Party B needs to use it, Party A may retain the third-floor and Party A can use other parts of the building free of charge. (3) The building shall be available for use within three months after the agreement has been entered into.

The above assets are based on the “Lease List” attached to this agreement.
 
1. Function and Purpose of Lease
 
Slaughter and processing for pig purchase, refrigeration and sales.

If Party B needs to renovate and expand any part of the facilities, such construction will be performed under the premise of protecting the assets of Party A and improving its efficiency; Party A shall cooperate and Party B shall assume all expenses. If Party B needs to change the functionality in use of any facility, it is necessary for Party A to agree to any such changes. The expenses attributed to changing such functionality will be assumed by Party B.

Section Two   Delivery Standard of Lease

1.The delivery standard of the lease means the standard with which the lessor delivers the lease to the lessee.
 
2. The manufacturing equipment shall operate as in its standard condition without deformity and damage and the Lease List shall have a clear indication of age, place of production, brand and so forth.

3. The buildings and equipment shall work well as in their standard condition and the Lease List shall contain a clear indication of quality, condition, year of purchase, place of production, brand and so on.

Section Three   Lease Term

1. Both Party A and Party B agree that the term for the above lease will be three years from the 19th of September, 2007 to the 18th of September, 2010.
 

 
2. If Party B needs to continue leasing the assets after the lease’s expiration, Party B shall give written notice to Party A one month before such expiration. After receiving such notice, Party A shall notify Party B in writing whether it agrees to continue leasing the assets to Party B. Through negotiation, the two parties can agree to renew the contract.

3. During the lease and after its expiration, if a third party needs to lease or purchase the leased assets from Party A, Party B shall have priority under the same conditions.

Section Four   Rent Terms and Payment Methods

1. Rent standard: Party B shall pay ¥5,600,000 per year for leasing the assets of Party A and total rent expenses for the three years shall be ¥16,800,000.

2. The first rent payment due under the lease shall be prepaid, i.e. ¥2,000,000 shall be prepaid within 15 days after entering into this agreement. Thereafter, the rent shall be paid once quarterly at the beginning of the quarter, that is, within the lease term, the next quarter’s rent of ¥1,400,000 shall be paid by the end of the last quarter of this fiscal year. The rent shall be paid directly from the prepaid funds. However, when the prepaid funds are not enough to pay the next term’s rent, Party B shall pay according to the terms of the agreement.

3. If Party B pays the rent according to the agreement, Party A shall send a normal invoice 7 days before such rent is due. Party B shall telegraph money to the account(s) appointed by Party A.
 
Section Five   Delivery of Lease

1.  Within 10 days after entering into the agreement, Party A shall provide the list of leased assets to Party B and the two parties shall approve the first test of the leased assets.

2. After the first test of the leased assets, Party A shall bring forward the equipment and establish which items are subject to quality problems so that Party B may repair or acquire them within three days for the purpose of the lease agreement.

3. Within 15 days of entering into the agreement, Party A shall deliver the leased assets to Party B for its use. If the date does not disagree with the beginning date of the lease term, this date shall be regarded as the beginning date of the lease term. The end date of the lease term shall be adjusted accordingly.
 

 
4. When delivering the lease, both parties shall sign or seal their names to the Lease List. At the time of delivery, the time of delivery marks the dividing point between the use occupied by lease management and related responsibilities.

5. If Party A delivers equipment with quality problems or flaws to Party B, Party B can refuse to accept it and remove the goods from the list. However, if such equipment influences Party B in realizing the purpose of the agreement, Party A shall be responsible to repair it to its normal standard for use. If Party A delays in making such repair, Party B can repair it by itself or ask a third-party to repair it to its normal standard of use. The expenses caused by such repair shall be assumed by Party A and directly deducted from the outstanding rent.

Section Six   Repair, Maintenance and Management of the Leased Assets

1. Party B shall be responsible for repair, maintenance and management of the lease daily, the management scope includes the affiliated establishments and land related to lease; Party B shall assume the management expenses while Party A has the right to supervise and check it.

2. Party B shall be responsible for discovering hidden problems in time to prevent risks from occurring.

3. Party A shall be responsible for any equipment repair and acquirement which results from any normal deterioration of the leased equipment, when such deterioration results in such equipment needing to be replaced due to normal use and other non man-made factors, including but not limited to earthquake and so forth, and Party A shall assume such related expenses.

4. Party A shall be responsible for “Overhaul” expenses during the lease. Overhaul expenses refer to repairs of any one piece of equipment or building which requires in excess of 10,000 yuan to repair. When estimated repair expenses for any single piece of equipment or building are more than 10,000 yuan, Party B shall notice Party A in writing and both parties shall confirm the repair and maintenance parts. However, Party A must not delay to repair them without reason, otherwise, Party B can postpone the rent term in terms of the delayed time or deduct related rent; Party B will assume all maintenance expenses under 10,000 yuan.
 

 
5. Party A shall be responsible for, and assume any related expenses to, the annual survey and audit of the assets in order to guarantee the normal use during the lease.

6. If during the lease, some low value articles, such as Iron Box, or other articles without repair value, cannot be used any more, Party B shall deliver them to Party A. Therefore, Party A shall deal with related procedures and Party B shall be no longer responsible for those items.

7. During the lease, Party B shall be responsible for the safety and management of lease assets of Party A except for undelivered assets; some public establishments used by both parties, such as roads, stairs and assembly room and so on, which establishments shall be managed by the Party who utilizes the space more than the other while the other party shall cooperate. However, the managing party shall not refuse to allow the other party use unreasonably.

Section Seven   Management of Consumable Energy Sources, Raw Materials, Low-Value Consumption Goods, Work Tool, Parts and Accessories

1. On the day when Party A delivers the lease assets to Party B, Party A shall verify and hand over the consumable energy sources, including water, electricity and gasoline. Party A shall be responsible for the expenses before verification while Party B shall be responsible for the costs after verification.

2. Party B can purchase the present materials and low-value consumption goods from Party A with a one-off payment according to the current marketing prices; however Party A can keep and deal with them if both parties cannot reach agreement.

3. When Party A hands over the work tools and parts and services purchased by itself, it is necessary to give a clear indication of place of production, names, brands, years used and purchase prices; after rescission or termination of the agreement, Party B shall return any destroyed and used equipment in equal quality and quantity or compensate in terms of the prices purchased by Party A.

4. All accessories provided free of charge, including but not limited to instruction, blueprints, work tools, parts and so forth will be taken handed over at one time and any registration free of charge by Party A must not be hidden or destroyed.
 

 
Section Eight   Creditor’s Rights and Liabilities

1. Since it is a lease agreement and Party A and B both are independent companies, the rights and liabilities of both parties at the time of contract shall have no relation to the lease of assets and Party A and B shall not be responsible for each other’s creditor’s rights and liabilities.

2. If any rights and liabilities are assumed by either party during the term of lease, each shall take their respective responsibilities and the other Party shall not take related responsibility and will not also assume any additional duties due to the termination of the agreement.

Section Nine   Labor Employment

1. Since the agreement is a lease and Party A and B are both independent companies, Party B shall not be responsible for former employees of Party A; Party B can hire new employees publicly in terms of national laws and regulations, however, under the same condition, the former employees can be chosen according to their achievement and capability; after former employees are hired by Party B, their salaries and benefits will be consistent to those of other employees hired publicly.

2. Party A shall take charge to deal with any problem before transfer of the employees. Party B shall not be responsible for that.

3. Party B shall preside over the safety of all employees, salaries, benefits and expenses independently while Party A shall have no responsibility for those items.

Section Ten   Return of Lease

1. After the agreement is rescinded or terminated, Party B shall be responsible for the rights and duties caused by him during the lease, settle all payable expenses and return the lease within 20 days.

2. According to the “Lease List,” Party B shall submit the return report to Party A in writing within three days after rescission or termination of the agreement. Party A shall verify the return lease within seven days after it has been returned. If the return of the lease is not verified by Party A after more than seven days, Party B shall be considered to have carried out his duty in terms of the agreement.
 

 
3. After the lease assets are verified by both parties, Party B shall repair or purchase the lost and destroyed equipment and establishment brought forward by Party A within three days in order to guarantee the assets of Party A are in good condition.

4. During the lease, the assets purchased by Party B shall belong to Party B. After rescission or termination of the agreement; Party B can may offer the items at reasonable prices to Party A or take them for itself. However, Party B shall remove any of its own equipment or structures which it set up on the premise so long as it does not influence the security, function or cause any damage from such removal.

Section 11   Lease cooperation

1. Party A shall assist Party B in completing registration before Party B sets up Tianjin Zhongpin Food Co., Ltd.; this agreement shall be implemented by Tianjin Zhongpin Food Co., Ltd. which is wholly-owned by Party B.

2. Tianjin Zhongpin Food Co., Ltd., which is wholly-owned by Party B, shall use Party A’s lease objectives, and shall run its business accordingly. Party B shall operate its business independently, check accounts independently, and take on full responsibility for the success of its business.

3. Party A shall freely provide records containing the provisions of all of the current raw materials and subsidiary materials with its customers and with some other public relations which are good for Party B’s business and operations.

4. Party A shall pay for fees including test fees, water, water quality testing fees and all other official fees and various taxes incurred during the production and operation period; Party B shall also pay for the physical examination fees of its staff during the cooperation period; During the lease period, pollution discharge fees shall be paid by Party A assuming the amount owed is 8,000 RMB or less per quarter, but Party B shall pay for the fees which exceed 8,000 RMB per quarter.

5. During the lease period, the carcass meat and red meat produced by Party B shall be sold under the “Shun Li” brand owned by Party A, while the cut meat can be sold under Party B’s brand; Party A shall be responsible for maintaining market order and management. The carcass meat, red meat and cutting meat are sold in the northeast and Tianjin area.
 

 
6. Party A can authorize Party B to use the “Shun Li” brand freely with 7 days after signing the contract and registering with the business administration. The authorized term is the same as the lease term and Party B shall use equipment and facilities owned by Party A to produce carcass meat.

7. The packaged carcass meat is sold under the “Shun Li” brand is designed, produced and the package fees paid by Party B.

8. If both Parties get governmental allowance, such allowance shall be shared at the ration of Party A 1: Party B 2, that is, Party A shares 1/3 while Party B shares 2/3. The share distribution automatically terminates when this policy terminates.

9. Obtaining government allowance is the responsibility of Party A with assistance provided by Party B. The fees incurred shall be taken by Party A, but shouldn’t be offset by the allowance. Party A shall pay the allowance to Party B directly on the second day of obtaining the allowance, not including any offset of rent approved by Party B.

10. During the lease term, Party A is responsible for reporting, communicating and coordinating with the local government and governmental functional departments to ensure Party A enjoys the same or better favorable policies than Party B enjoys (including but not limited to examination fees); and ensure that Par B has good security and external environment.

11. During the lease period, Party A shall make efforts to get funds support from local government and functional departments to put into related programs.
 
Section 12    Party A’s Rights and Obligations

1. Party A has the right to sign the contract and shall be bound by it after the contract takes effect.

2. Party A shall have the right to demand Party B to pay rent according to the agreed amount and mode

3. Party A shall maintain all ownership rights in the leased property. Party A shall ensure Party B’s integrity and security of the leased property.

4. Party A pledges the leased property ownership belongs to Party A and that it of hasn’t rented its use rights out to a third Party.

5. Party A guarantees there is no disagreement on ownership and shall not affect Party B's normal production and operation activities due to Party A’s reasons.
 

 
6. Party A pledges that in the lease term, Party A shall not place any new limitations regarding other rights.

7. Party A pledges, in the lease terms, it won’t affect Party B’s business due to being an original holder of the leased property or exercise its mortgage right or use arbitration or other enforcement rights.

8. Party A pledges the dated of the termination date of this agreement, the leased property shall be available for use.

9. Party A pledges not to intervene in Party B’s formal business and operation.

10. Assist Party B in petitioning the local government to strictly put favorable policies, coordinate and handle various social relationships during the term of the contract.

11. Party A agrees that Party B can use Party A’s registration number for exportation and product certifications, and assistant manage products exportation procedures, Party B pays the fees incurred during the procedures of products exportation; Party B shall guarantee production and business management are operated according to the standard requirements.

12. During the lease term, Party A can’t engage in the same production as Party B in the Tianjin administrative area.

13. Assist Party B conduct normal production and operations on the date of entry.

Section 13    Party B’s Rights and Obligations

1. Party A has right to sign the contract and shall be obliged after the contract takes effect.

2. Party B shall pay for the rent to Party A timely; if a third party controls the leased property that results in Party B being unable to use or get proceeds from the leased property, Party B has right to lessen rent or refuse to pay.

3. Party B pledges not to engage in illegal activities on the leased property.

4. Party B is responsible for the maintainance and protection of the leased property; After gaining the consent of Party A, Party B could change or add other property, and conduct the technical changes or production line adjustments, but the added property shall belong to Party B.

5. Party B shall use the leased property according to this agreement, and as the leased property incurs normal deterioration, Party B shall not responsible for such deterioration.
 

 
6. During lease terms, Party B shall not be able to sell, rent, and give guarantee, or mortgage leased property.

7. If Party B engages in business activities which may result in property and health damage, Party B shall assume liability.

8. The products produced by Party B shall be offered to Party A with priority at the same market price.

9. Party B shall pay the taxes which are involved in the business.

10. Party B shall protect the property well during the lease, Party B shall pay the repair fees in the event of damage Party A’s property.

Section 14    Breaching Obligations

1. In the event that Party A fails to deliver the lease to Party B or Party B fails to return the lease to Party A during the leasing period according to the Agreement, the defaulting party shall pay 50,000 yuan to the observant party per day for such delay.

2. In the event that Party B fails to pay rent during the leasing period according to the Agreement, Party B shall pay a defaulting penalty in the amount of 1.5‰ of the part of the deferred rent per day.

3. Once the mortgagee of the leasehold exercises the lien that affects Party B’s normal operation resulting from litigation or arbitration, Party A shall pay the penalty with the amount between 50,000 to 100,000 yuan to Party B; Party A shall pay the penalty as much as twice of the rent for the discontinuance period resulting from the discontinuance of the leasing agreement; for the result of the discontinuance of the leasehold agreement, Party A shall pay as much as twice of the rent for the unexpired term to Party B.

4. In the event that either Party breaches any liability, commitment, guarantee or obligation under the Agreement, the defaulting Party shall pay the other party a penalty of 100,000 yuan. If such penalty does not cover the other party’s losses and damages, the breaching party shall be responsible for the other party’s losses.

5. Should Party A fail to perform its obligations of replacing, maintenance, examination and repair stipulated in the Agreement which failure adversely impacts Party B’s normal operations, Party B may maintain, examine and repair by itself with all expenses incurred from such repair deducted from the rent expenses. Nonetheless, Party B shall not decrease the amount of rent due in the correlated invoice. In addition, Party B shall deliver the invoices for such repairing expenses to Party A.
 

 
6. Should either Party terminate the Agreement in advance, it shall notify the other party at least two months prior to such termination; in the event such termination has been initiated by either party with no legal or stipulated reason, it shall be responsible paying a breaching penalty equal to the amount of rent due for the period from the date of termination to the date on which the Agreement expires.

7. Should Party A breach the agreement under Item 5, 6 or 7 under Section 11 interrupting Party B’s normal operations, Party A shall be responsible for the defaulting liability and pay Party B a penalty equal to the total rent for the period from the breaching date to the expiration date of the Agreement.

SECTION 15   GOVERNING LAWS

This Agreement and all rights and obligation hereunder shall be governed according to the laws and rules of the People’s Republic of China.
 
SECTION 16   SETTLEMENT OF DISPUTES

Both sides shall settle the disputes arising from carrying out this agreement through consultation; should both parties fail to reach agreement, the parties shall report to the Tianjin Intermediate People's Court for arbitration.
 
SECTION 17   FORCE MAJEURE

1. Force majeure under this contract refers to any riot, civil strife, war, adjustments to governmental policies, rules, or earthquake, Act of God or other unpredictable, unavoidable or uncontrollable reason.

2. Should either party be influenced by an act of force majeure and be unable to perform its obligations under the contract, its liabilities and obligations shall be discontinued during the period of force majeure, and the term for such obligations shall be automatically extended until the end of the act of force majeure and such party shall be exempted from any related liabilities caused by the force majeure.
 

 
3. Either party that encounters force majeure shall be notify the other party in writing immediately and provide evidence indicating the duration of the force majeure within 30 days after the end of the accident.

4. In the events of any force majeure, either party shall negotiate immediately for the reasonable settlement and shall make all reasonable and fair effort to minimize the bad implications arising from the force majeure.

5. If the duration of the force majeure exceeds 120 days and neither party reaches a reasonable settlement, either party can terminate the contract without undertaking defaulting liabilities.
 
SECTION 18   MISCELLAEOUS

1. The contract shall not be revised or cancelled by either party unilaterally, and shall be revised or cancelled on the basis of negotiation and signing agreement in written form by both parties.

2. As an indispensable part of this contract, the exhibits have the same legal effect.

3. Regarding the clauses not mentioned in the contract, both parties shall enter into a supplemental agreement, which shall be an inalienable part of the contract with the same legal effect.

4. The agreement shall be in effect upon the authoritative representatives’ signatures with seal.
 

 
5. There are six duplicates of the contract and each party shall hold three with the same legal effect.

Exhibits.

1. Leasehold List: facilities and equipments, buildings and affiliated facilities list

2. A duplication of Party A’s Business Registration Certificate

3. A duplication of Party B’s Business Registration Certificate

4. A duplication of Party A’s Land Certificate

5. Blueprint of Party A’s Buildings

Party A: Tianjin Shunli Enterprise Co., Ltd.

Party B: Henan Zhongpin Food Share Co., Ltd.

Authorized Representative: /s/ Guo Li (Seal)

Authorized Representative: /s/ Xianfu Zhu (Seal)
 
 
Date: September 6, 2007
 

 
EX-99.1 3 v087156_ex99-1.htm
 

Contact:
Crocker Coulson, President 
Leslie Richardson, Financial Writer
CCG Elite
646-213-1915
crocker.coulson@ccgir.com 
Yuanmei Ma, Chief Financial Officer
Zhongpin Inc.
86-010-82861788

For Immediate Release

Zhongpin Leases New Pork Production Facility in North China

Changge City, Henan Province, CHINA - September 6, 2007 - Zhongpin Inc. (OTC BB: ZHNP) (“Zhongpin”), a leading meat and food processing company in the People’s Republic of China (“PRC”), announced today that it has signed an agreement with Tianjin Shunli Enterprise Co., Ltd. to lease a pork production facility in the city of Tianjin.

The newly-leased facility is located in suburb of Tianjin, about 120 kilometers from Beijing City. This facility enhances Zhongpin’s position in the north of China, primarily in Tianjin, Beijing and the area surrounding Pohai Bay. The Tianjin facility has production capacity of up to 53,000 metric tons of chilled and frozen pork annually. Approximately 80% of capacity will be dedicated to the production of chilled pork and the other 20% will be dedicated to frozen pork. The leased facility is the largest pork production and processing facility in Tianjin with world-class equipments, facilities and processing techniques.

“The addition of the Tianjin production facility is an important step in increasing our market penetration in Tianjin, Beijing and north central China. Tianjin, which is the third largest city in China in term of population, has a population over 10 million people, a large number of whom are middle class and demand high-quality, fresh and nutritious meat products,” commented Mr. Baoke Ben, Executive Vice President of Zhongpin Inc.

About Zhongpin

Zhongpin is a meat and food processing company that specializes in pork and pork products, and vegetables and fruits, in the PRC. Its distribution network in the PRC spans more than 20 provinces and includes over 2,800 retail outlets. Zhongpin's export markets include the European Union, Eastern Europe, Russia, Hong Kong, Japan and South Korea. For more information, contact CCG Elite directly or visit Zhongpin’s website at www.zpfood.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Forward-looking statements are statements that are not historical facts. Such forward-looking statements are based upon the current beliefs and expectations of Zhongpin’s management and are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: unanticipated changes in product demand, interruptions in the supply of live pigs/raw pork, downturns in the Chinese economy, delivery delays, freezer facility malfunctions, poor performance of the retail distribution network, changes in applicable regulations, and other information detailed from time to time in Zhongpin’s filings and future filings with the United States Securities and Exchange Commission.


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Contact:
Crocker Coulson, President
Leslie Richardson, Financial Writer
CCG Elite
646-213-1915
crocker.coulson@ccgir.com 
Yuanmei Ma, Chief Financial Officer
Zhongpin Inc.
86-010-82861788
 
 
For Immediate Release

Zhongpin Increases 2007 Fiscal Year Revenue Guidance to $265 Million

Changge City, Henan Province, China - September 6, 2007 - Zhongpin Inc. (OTC BB: ZHNP) (“Zhongpin”), a leading meat and food processing company in the People’s Republic of China (“PRC”), announced today that it expects revenue for fiscal 2007 to be at least $265 million.

Zhongpin has rapidly expanded its production capacity since the beginning of 2007 from five processing plants with annual capacity of 160,560 metric tons of pork, meat products and fruits and vegetables to nine processing plants with annual capacity of 393,560 metric tons of pork, meat products and fruits and vegetables by the end of 2007. Zhongpin has plans to add three additional production facilities in 2008 with total annual capacity of 180,000 metric tons of pork and fruits and vegetables, which will increase Zhongpin’s total annual capacity by 46% to 573,560 metric tons by the end of 2008.

“We are extremely excited that our expansion plans are moving forward rapidly as demand for safe and nutritious pork products remains strong. Our long-term growth strategy is to target high density areas populated by a growing middle class. We are primarily expanding to second- and third-tier cities in the central, north, east, northeastern and southwestern parts of China,” commented Mr. Baoke Ben, Executive Vice President of Zhongpin. “Along with our added capacity, our revenue growth this year has also benefited from the favorable pricing trends in pork products. The combination of increased capacity and higher prices is driving both our top line and bottom line growth.”

About Zhongpin

Zhongpin is a meat and food processing company that specializes in pork and pork products, and vegetables and fruits, in the PRC. Its distribution network in the PRC spans more than 20 provinces and includes over 2,800 retail outlets. Zhongpin's export markets include the European Union, Eastern Europe, Russia, Hong Kong, Japan and South Korea. For more information, contact CCG Elite directly or visit Zhongpin’s website at www.zpfood.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Forward-looking statements are statements that are not historical facts. Such forward-looking statements are based upon the current beliefs and expectations of Zhongpin’s management and are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: unanticipated changes in product demand, interruptions in the supply of live pigs/raw pork, downturns in the Chinese economy, delivery delays, freezer facility malfunctions, poor performance of the retail distribution network, changes in applicable regulations, and other information detailed from time to time in Zhongpin’s filings and future filings with the United States Securities and Exchange Commission.


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