SC 13E3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

Zhongpin Inc.

 (Name of the Issuer)

Zhongpin Inc.   Jinqiao Investments Limited Golden Bridge Holdings Limited Golden Bridge Merger Sub   China Wealth Growth Fund I. L.P.    Xianfu Zhu
Baoke Ben
Chaoyang Liu

 (Names of Persons Filing Statement)

Common Stock, par value US$0.001 per share
(Title of Class of Securities)

98952K107
(CUSIP Number)

Zhongpin Inc. No. 21 Changshe Road, City of Changge, Henan Province, People’s Republic of China Attention: Wei Sun Telephone: (86 10) 8455-4188   Xianfu Zhu
Baoke Ben
Chaoyang Liu
c/o Zhongpin Inc. No. 21 Changshe Road, City of Changge, Henan Province, People’s Republic of China Attention: Wei Sun Telephone: (86 10) 8455-4188   China Wealth Growth Fund I L.P. c/o Intertrust Corporate Services (Cayman) Limited 87 Mary Street, George Town Grand Cayman KY 1-9005 Attention: Dan Li Telephone: (86 10) 8532-5935

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Gregory Puff, Esq.
Akin Gump Strauss Hauer & Feld LLP
Unit 05-07, 36th Floor, Edinburgh Tower, The Landmark
15 Queen's Road Central, Hong Kong
Fax: (852) 3694-3001 Peter Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2,
No.1, Jian Guo Men Wai Avenue,
Beijing 100004 China
Fax: (86 10) 6535-5599 David J. Roberts
O’Melveny & Myers LLP
Yin Tai Centre, Office Tower, 37^th Floor
No. 2 Jian Guo Men Wai Avenue
Beijing 100022 China
Fax: (8610) 6563-4201

This statement is filed in connection with (check the appropriate box):

a x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b ¨ The filing of a registration statement under the Securities Act of 1933.

c ¨ A tender offer

d ¨ None of the above

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transactional Valuation*	Amount of Filing Fee**
$372,158,686.50	$50,762.44

* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment of $13.50 per share merger consideration for 27,521,839 outstanding shares of the issuer subject to the transaction, plus (b) the product of 787,000 shares issuable pursuant to the Company options multiplied by $0.78 (which is the difference between $13.50 per share merger consideration and the weighted average exercise price of $12.72 per share ((a) and (b) together, the “Transaction Valuation”).

** The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2013, was calculated by multiplying the Transaction Valuation by 0.00013640.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

TABLE OF CONTENTS

Item 1	Summary Term Sheet	[●]
Item 2	Subject Company Information	[●]
Item 3	Identity and Background of Filing Person	[●]
Item 4	Terms of the Transaction	[●]
Item 5	Past Contracts, Transactions, Negotiations and Agreements	[●]
Item 6	Purposes of the Transaction and Plans or Proposals	[●]
Item 7	Purposes, Alternatives, Reasons and Effects	[●]
Item 8	Fairness of the Transaction	[●]
Item 9	Reports, Opinions, Appraisals and Negotiations	[●]
Item 10	Source and Amounts of Funds or Other Consideration	[●]
Item 11	Interest in Securities of the Subject Company	[●]
Item 12	The Solicitation or Recommendation	[●]
Item 13	Financial Statements	[●]
Item 14	Persons/Assets, Retained, Employed, Compensated or Used	[●]
Item 15	Additional Information	[●]
Item 16	Exhibits	[●]

INTRODUCTION

This Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Zhongpin Inc., a Delaware corporation (the “Company”), the issuer of the shares of common stock, par value US$0.001 per share (each, a “Share” and collectively, the “Shares”), that are subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Jinqiao Investments Limited, a British Virgin Islands company (“Holdco”); (c) Golden Bridge Holdings Limited, a Cayman Islands company and a wholly owned subsidiary of Holdco (“Parent”); (d) Golden Bridge Merger Sub, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (e) Mr. Xianfu Zhu, the chairman and chief executive officer of the Company; (f) Mr. Baoke Ben, the executive vice president and a director of the Company; (g) Mr. Chaoyang Liu, vice president of operations of the Company; and (h) China Wealth Growth Fund I L.P., a Cayman Islands partnership (“China Wealth”).

On February 8, 2013, Parent, Merger Sub and the Company entered into an amended and restated agreement and plan of merger (the “merger agreement”), providing for the merger of Merger Sub with and into the Company (the “merger”), with the Company continuing as the surviving company after the merger as a wholly owned subsdiary of Parent. Prior to the effective time of the merger, Holdco, Parent and Merger Sub are beneficially owned by Mr. Xianfu Zhu. At and after the effective time of the merger, Holdco, Parent and the surviving company will be beneficially owned by Mr. Xianfu Zhu and China Wealth.

If the merger is completed, at the effective time of the merger, all shares of Company common stock will be cancelled, and, other than as provided below, each share of Company common stock that has been cancelled will be converted into the right to receive $13.50 in cash (“per share merger consideration”), without interest and less any applicable withholding taxes. The following shares of Company common stock will not be converted into the right to receive the per share merger consideration in connection with the merger: (a) shares of common stock owned by the Company as treasury stock and shares owned by Parent or Merger Sub, including shares contributed to Parent by Mr. Xianfu Zhu, Mr. Baoke Ben, Mr. Chaoyang Liu, Mr. Qinghe Wang, Mr. Shuichi Si and Ms. Juanjuan Wang (the “Rollover Investors”), all of which shares of common stock will be canceled at the effective time of the merger without the right to receive any consideration thereon, and (b) shares of common stock owned by stockholders who have exercised, perfected and not withdrawn a demand for or lost the right to, appraisal rights under the Delaware General Corporation Law, which shares of common stock will be canceled at the effective time for the merger and will entitle the former holders thereof to receive the appraised value thereon in accordance with such holder’s appraisal rights under the Delaware General Corporation Law.

If the merger is completed, immediately prior to the effective time of the merger each outstanding stock option, whether vested or unvested, will be canceled as of the effective time of the merger and converted into the right to receive, as soon as reasonably practicable after the completion of the merger, an amount in cash equal to the excess, if any, of the per share merger consideration ($13.50) over the exercise price per share of such stock option, without interest and less any required withholding taxes.

The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite approval of the stockholders of the Company. The adoption of the merger agreement requires the affirmative vote of (i) stockholders holding at least a majority of the outstanding shares of Company common stock at the close of business on the record date and (ii) stockholders holding at least a majority of the outstanding shares of the Company’s common stock at the close of business on the record date other than shares owned by Parent, Merger Sub, the Rollover Investors or any of their respective affiliates.

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The Company will make available to its stockholders a proxy statement (the “Proxy Statement,” a copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the special meeting of stockholders of the Company, at which the stockholders of the Company will consider and vote upon, among other proposals, a proposal to adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

The filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person, or that any Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1    Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet”

·“Questions and Answers about the Special Meeting and the Merger”

Item 2    Subject Company Information

(a)Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

·“Summary Term Sheet—The Parties Involved in the Merger”

(b)Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“The Special Meeting—Record Date; Stockholders Entitled to Vote; Quorum”

·“Common Stock Ownership of Management and Certain Beneficial Owners”

(c)Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

·“Market Price and Dividend Information”

(d)Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

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·“Market Price and Dividend Information”

(e)Prior Public Offering. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

·“Common Stock Transaction Information – Prior Public Offerings”

(f)Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

·“Common Stock Transaction Information – Purchases by the Company”

Item 3    Identity and Background of Filing Person

(a)Name and Address. Zhongpin Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—The Parties Involved in the Merger”

·“Special Factors—The Parties”

(b)Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—The Parties Involved in the Merger.”

·“Special Factors – The Parties”

(c)Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—The Parties Involved in the Merger”

·“Special Factors – Business and Background of Natural Persons Related to the Company”

·“Special Factors – Business and Background of Natural Persons Related to China Wealth, Parent, Merger Sub and Holdco”

Item 4    Terms of the Transaction

(a)-(1) Material Terms —Tender Offers. Not applicable.

(a)-(2) Material Terms —Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet”

·“Questions and Answers about the Special Meeting and the Merger”

·“Special Factors”

·“The Special Meeting”

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·“The Merger Agreement”

·“Special Factors—Material United States Federal Income Tax Consequences”

·“Special Factors—Material PRC Income Tax Consequences”

·“Annex A—Merger Agreement”

(c)Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Rollover Investors”

·“Special Factors—Financing of the Merger”

·“Special Factors – Voting Agreement”

·“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

·“Special Factors – Relationship Between Us and Mr. Xianfu Zhu and the Rollover Investors”

·“The Special Meeting—Stock Ownership and Interests of Certain Persons”

·“The Special Meeting—Vote Required”

·“The Merger Agreement”

·“Annex A—Merger Agreement”

(d)Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Appraisal Rights”

·“Questions and Answers about the Special Meeting and the Merger”

·“Appaisal Rights”

·“Annex D – Delaware General Corporation Law Section 262”

(e)Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

·“Where You Can Find More Information”

(f)Eligibility of Listing or Trading. Not applicable.

Item 5    Past Contracts, Transactions, Negotiations and Agreements

(a)Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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·“Special Factors— Interests of the Company’s Directors and Executive Officers in the Merger”

·“Common Stock Ownership of Management and Certain Beneficial Owners”

·“Common Stock Transaction Information”

(b)Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors – Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors for the Merger”

·“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

·“Special Factors – Relationship Between Us and Mr Xianfu Zhu and the Rollover Investors”

·“The Merger Agreement”

·“Annex A—Merger Agreement”

(c)Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Special Factors—Background of the Merger”

·“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

·“Special Factors – Relationship Between Us and Mr. Xianfu Zhu and the Rollover Investors”

·“The Merger Agreement”

·“Annex A— Merger Agreement”

(e)Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Financing of the Merger”

·“Special Factors—Background of the Merger”

·“Special Factors—Plans for the Company”

·“Special Factors—Financing of the Merger”

·“Special Factors— Interests of the Company’s Directors and Executive Officers in the Merger”

·“Special Factors— Stock Ownership and Interests of Certain Persons”

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·“The Merger Agreement”

·“Common Stock Ownership of Management and Certain Beneficial Owners”

·“Common Stock Transaction Information”

·“The Special Meeting—Stock Ownership and Interests of Certain Persons”

·“Annex A— Merger Agreement”

Item 6   Purposes of the Transaction and Plans or Proposals

(b)Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet”

·“Questions and Answers about the Special Meeting and the Merger”

·“Special Factors—Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors for the Merger”

·“Special Factors—Certain Effects of the Merger”

·    “Merger Agreement”

·“Annex A—Merger Agreement”

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

· “Summary Term Sheet—Certain Effects of the Merger”

·“Summary Term Sheet—Plans for the Company”

·“Summary Term Sheet—Financing of the Merger”

·“Special Factors—Overview of the Transaction”

·“Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors for the Merger”

·“Special Factors—Certain Effects of the Merger”

·“Special Factors—Plans for the Company”

·“Special Factors—Financing of the Merger”

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·“Special Factors—Voting Agreement”

·“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

·“The Merger Agreement”

·“Market Price and Dividend Information”

·“Annex A—Merger Agreement”

Item 7    Purposes, Alternatives, Reasons and Effects

(a)Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Purposes and Effects of the Merger”

·“Summary Term Sheet—Plans for the Company”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors for the Merger”

·“Special Factors – Certain Effects of the Merger”

·“Special Factors – Alternatives to Merger”

·“Special Factors – Effects on the Company if Merger is not Completed”

(b)Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors for the Merger”

·“Special Factors – Positions of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors Regarding the Fairness of the Merger”

·“Special Factors—Alternatives to the Merger”

·“Special Factors—Effects on the Company if the Merger is not Completed”

(c)Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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·“Summary Term Sheet—Purposes and Effects of the Merger”

·“Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors for the Merger”

·“Special Factors – Positions of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors Regarding the Fairness of the Merger”

·“Special Factors—Effect of the Merger on the Company”

(d)Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Certain Effects of the Merger”

·“Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors— Purposes and Reasons of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors for the Merger”

·“Special Factors—Certain Effect of the Merger”

·“Special Factors—Effects on the Company if Merger is not Completed”

·“Special Factors—Plans for the Company”

·“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

·“The Merger Agreement”

·“Speicial Factors—Material United States Federal Income Tax Consequences”

·“Speicial Factors—Material PRC Income Tax Consequences”

·“Annex A—Merger Agreement”

Item 8    Fairness of the Transaction

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet —Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

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·“Summary Term Sheet— Positions of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors Regarding the Fairness of the Merger”

·“Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

· 

·“Special Factors—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”

·“Special Factors—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”

·“Special Factors – Positions of China Wealth, Holdco, Parent, Merger Sub and the Rollover Investors Regarding the Fairness of the Merger”

·“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

·“Annex B— Opinion of Cowen and Company (Asia) Limited”

·“Annex C – Opinion of Duff & Phelps, LLC”

(c)Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Stockholders Entitled to Vote; Vote Required to Adopt the Merger Agreement”

·“Questions and Answers about the Special Meeting and the Merger”

·“The Special Meeting—Vote Required”

(d)Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

· “Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”

·“Special Factors—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”

·“Annex B— Opinion of Cowen and Company (Asia) Limited”

·“Annex C – Opinion of Duff & Phelps, LLC”

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(e)Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet— Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Questions and Answers about the Special Meeting and the Merger”

·“Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

(f)Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Special Factors—Background of the Merger”

·“Special Factors—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors—Alternatives to the Merger”

Item 9    Reports, Opinions, Appraisals and Negotiations

(a)Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”

·“Summary Term Sheet—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”

·“Special Factors—Background of the Merger”

·“Special Factors—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”

·“Special Factors—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”

·“Annex B— Opinion of Cowen and Company (Asia) Limited”

·“Annex C – Opinion of Duff & Phelps, LLC”

(b)Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Special Factors—Opinion of Cowen and Company (Asia) Limited, Financial Advisor to the Special Committee”

·“Special Factors—Opinion of Duff & Phelps, LLC, Financial Advisor to the Special Committee”

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·“Annex B— Opinion of Cowen and Company (Asia) Limited”

·“Annex C – Opinion of Duff & Phelps, LLC”

(c) Availability of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

·“Where You Can Find More Information”

·“Annex B— Opinion of Cowen and Company (Asia) Limited”

·“Annex C – Opinion of Duff & Phelps, LLC”

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in writing.

Item 10    Source and Amounts of Funds or Other Consideration

(a)Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

· “Summary Term Sheet—Financing of the Merger”

· “Special Factors—Financing of the Merger”

·“The Merger Agreement”

·“Annex A—Merger Agreement”

(b)Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Financing of the Merger”

·“Special Factors—Financing of the Merger”

(c) Expenses. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

·“Special Factors—Estimated Fees and Expenses”

(d)Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Financing of the Merger”

·“Special Factors – Plans for the Company”

·“Special Factors—Financing of the Merger”

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Item 11    Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

·“Common Stock Ownership of Management and Certain Beneficial Owners”

(b)Securities Transaction. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

·“Common Stock Transaction Information”

Item 12    The Solicitation or Recommendation

(d)Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Questions and Answers about the Special Meeting and the Merger”

·“Special Factors – Voting Agreement”

·“The Special Meeting—Vote Required”

·“The Special Meeting – Stock Ownership and Interests of Certain Persons”

·“Common Stock Ownership of Management and Certain Beneficial Owners”

(e)Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—Recommendations of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Summary Term Sheet—Positions of China Wealth, Parent, Merger Sub and the Rollover Investors Regarding the Fairness of the Merger”

·“Special Factors— Recommendations of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger”

·“Special Factors— Positions of China Wealth, Parent, Merger Sub and the Rollover Investors Regarding the Fairness of the Merger”

·“The Special Meeting—Recommendation of Our Board of Directors and Special Committee”

Item 13    Financial Statements

(a)Financial Information. The audited financial statements of the Company for the two years ended December 31, 2010 and 2011 are incorporated herein by reference to the Company’s Form 10-K for the year ended December 31, 2011 filed on March 15, 2012 (see page F-1 and following pages).

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The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Selected Financial Information”

·“Where You Can Find More Information”

(b)Pro Forma Information. Not applicable.

Item 14    Persons/Assets, Retained, Employed, Compensated or Used

(a)Solicitation or Recommendations. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

· “The Special Meeting—Solicitation of Proxies”

(b)Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

·“Summary Term Sheet—The Parties Involved in the Merger”

·“Special Factors – The Parties”

·“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

Item 15    Additional Information

(b)Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16    Exhibits

(a)-(1) Preliminary Proxy Statement of the Company dated , 2013, incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on March 15, 2013 (the “Proxy Statement”).

(a)-(2) Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Proxy Statement.

(a)-(3) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.

(a)-(4) Press Release issued by the Company, dated March 27, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on March 27, 2012.

(a)-(5) Press Release issued by the Company, dated April 13, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on April 13, 2012.

(a)-(6) Press Release issued by the Company, dated May 10, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on May 10, 2012.

(a)-(7) Press Release issued by the Company, dated November 26, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on November 26, 2012.

13

(a)-(8) Press Release issued by the Company, dated January 14, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on January 14, 2013.

(a)-(9) Press Release issued by the Company, dated February 8, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on February 8, 2013.

(b)-(1) Facility agreement, dated as of November 26, 2012, by and among Parent and China Development Bank Corporation Hong Kong Branch, incorporated herein by reference to Exhibit 7.03 to Schedule 13D filed with the SEC on December 6, 2012.

(b)-(2) Commitment Letter, dated November 26, 2012, by China Wealth Growth Fund I L.P. in favor of Holdco, incorporated herein by reference to Exhibit 7.04 to Schedule 13D filed with the SEC on December 6, 2012.

(c)-(1) Opinion of Cowen and Company (Asia) Limited, dated February 8, 2013, incorporated herein by reference to Annex B to the Proxy Statement.

(c)-(2) Discussion Materials prepared by Cowen and Company (Asia) Limited for discussion with the Special Committee, dated February 8, 2013.

(c)-(3) Opinion of Duff & Phelps, LLC, dated February 8, 2013, incorporated herein by reference to Annex C to the Proxy Statement.

(c)-(4) Discussion Materials prepared by Duff & Phelps, LLC for discussion with the Special Committee, dated February 8, 2013.

(d)-(1) Amended and Restated Agreement and Plan of Merger, dated as of February 8, 2013, among the Company, Parent, Merger Sub and Mr. Xianfu Zhu, incorporated herein by reference to Annex A to the Proxy Statement.

(d)-(2) Contribution Agreement, dated as of November 26, 2012, by and among Holdco, Parent and the Rollover Investors, incorporated herein by reference to Exhibit 7.05 to Schedule 13D filed with the SEC on December 6, 2012.

(d)-(3) Voting Agreement, dated as of November 26, 2012, by and among the Rollover Investors and Parent, incorporated herein by reference to Exhibit 7.06 to Schedule 13D filed with the SEC on December 6, 2012.

(d)-(4) Limited Guaranty, dated as of November 26, 2012, by Mr. Xianfu Zhu in favor of the Company, incorporated herein by reference to Exhibit 7.07 to Schedule 13D filed with the SEC on December 6, 2012.

(d)-(5) Limited Guaranty, dated as of November 26, 2012, by China Wealth Growth Fund I L.P. in favor of the Company, incorporated herein by reference to Exhibit 7.08 to Schedule 13D filed with the SEC on December 6, 2012.

(f)-(1) Delaware General Corporation Law Section 262, incorporated herein by reference to Annex D to the Proxy Statement.

(g) Not applicable.

14

SIGNATURES

After due 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.

Date: March 15, 2013

Zhongpin Inc.
By:	/s/ Feng Wang
	Feng Wang Chief Financial Officer

Jinqiao Investments Limited
By:	/s/ Xianfu Zhu
	Xianfu Zhu Director

Golden Bridge Holdings Limited
By:	/s/ Xianfu Zhu
	Xianfu Zhu Director

Golden Bridge Merger Sub
By:	/s/ Xianfu Zhu
	Xianfu Zhu Director

Xianfu Zhu
By:	/s/ Xianfu Zhu

15

China Wealth Growth Fund I L.P.
By:	ZT China Wealth
	Mangement Limited, as
	general partner
By:	/s/ Dongfang Wang
	Name: Dongfang Wang Title: Director

Baoke Ben
By:	/s/ Baoke Ben

Chaoyang Liu
By:	/s/ Chaoyang Liu

16

Exhibit Index

(a)-(1) Preliminary Proxy Statement of the Company dated , 2013, incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on March 15, 2013 (the “Proxy Statement”).

(a)-(2) Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Proxy Statement.

(a)-(3) Form of Proxy Card, incorporated herein by reference to the Proxy Statement.

(a)-(4) Press Release issued by the Company, dated March 27, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on March 27, 2012.

(a)-(5) Press Release issued by the Company, dated April 13, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on April 13, 2012.

(a)-(6) Press Release issued by the Company, dated May 10, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on May 10, 2012.

(a)-(7) Press Release issued by the Company, dated November 26, 2012, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on November 26, 2012.

(a)-(8) Press Release issued by the Company, dated January 14, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on January 14, 2013.

(a)-(9) Press Release issued by the Company, dated February 8, 2013, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished by the Company to the SEC on February 8, 2013.

(b)-(1) Facility agreement, dated as of November 26, 2012, by and among Parent and China Development Bank Corporation Hong Kong Branch, incorporated herein by reference to Exhibit 7.03 to Schedule 13D filed with the SEC on December 6, 2012.

(b)-(2) Commitment Letter, dated November 26, 2012, by China Wealth Growth Fund I L.P. in favor of Holdco, incorporated herein by reference to Exhibit 7.04 to Schedule 13D filed with the SEC on December 6, 2012.

(c)-(1) Opinion of Cowen and Company (Asia) Limited, dated February 8, 2013, incorporated herein by reference to Annex B to the Proxy Statement.

(c)-(2) Discussion Materials prepared by Cowen and Company (Asia) Limited for discussion with the Special Committee, dated February 8, 2013.

(c)-(3) Opinion of Duff & Phelps, LLC, dated February 8, 2013, incorporated herein by reference to Annex C to the Proxy Statement.

(c)-(4) Discussion Materials prepared by Duff & Phelps, LLC for discussion with the Special Committee, dated February 8, 2013.

17

(d)-(1) Amended and Restated Agreement and Plan of Merger, dated as of February 8, 2013, among the Company, Parent, Merger Sub and Mr. Xianfu Zhu, incorporated herein by reference to Annex A to the Proxy Statement.

(d)-(2) Contribution Agreement, dated as of November 26, 2012, by and among Holdco, Parent and the Rollover Investors, incorporated herein by reference to Exhibit 7.05 to Schedule 13D filed with the SEC on December 6, 2012.

(d)-(3) Voting Agreement, dated as of November 26, 2012, by and among the Rollover Investors and Parent, incorporated herein by reference to Exhibit 7.06 to Schedule 13D filed with the SEC on December 6, 2012.

(d)-(4) Limited Guaranty, dated as of November 26, 2012, by Mr. Xianfu Zhu in favor of the Company, incorporated herein by reference to Exhibit 7.07 to Schedule 13D filed with the SEC on December 6, 2012.

(d)-(5) Limited Guaranty, dated as of November 26, 2012, by China Wealth Growth Fund I L.P. in favor of the Company, incorporated herein by reference to Exhibit 7.08 to Schedule 13D filed with the SEC on December 6, 2012.

(f)-(1) Delaware General Corporation Law Section 262, incorporated herein by reference to Annex D to the Proxy Statement.

(g) Not applicable.

18

EX-99.C1

Presentation to the Special Committee – February 8 , 2013 Project ZENITH Confidential - For the Special Committee's Use Only

Confidential - For the Special Committee's Use Only Project ZENITH Disclaimer These materials have been prepared solely for the Special Committee (the “Special Committee”) of the Board of Directors (the “Board”) of the company referred to herein as “ZENITH” or the “Company” in their consideration of the transaction described herein (the “Transaction”) . The purpose of these materials is to provide the Special Committee with an explanation of the basis upon which Cowen and Company Asia (“Cowen”) is rendering an opinion (our “Opinion”) as to the fairness, from a financial point of view, to the holders of ZENITH’s common stock, other than the Excluded Holders (as defined herein), of the consideration to be received by such holders in connection with the Transaction . These materials should be read in conjunction with and are subject to the terms of our Opinion . Cowen expresses no view as to ZENITH’s underlying business decision to effect the Transaction, the relative merits of the Transaction as compared to other business strategies or transactions that might be available to ZENITH or to any other aspect or implication of the Transaction or any other agreement, arrangement or understanding entered into in connection with the Transaction or otherwise . In preparing these materials, Cowen has, with your consent, relied upon information provided to Cowen by ZENITH and publicly available information . Cowen has not independently verified any such information, and has relied upon it being accurate and complete in all material respects . To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of ZENITH, Cowen has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of ZENITH or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates . Please note that these materials are based on the business and operations of ZENITH as represented to Cowen as of the date hereof, and do not purport to take into consideration any information or events arising subsequent to such date . Cowen makes no representation or warranty that there has been no material change in the information provided to or reviewed by Cowen in connection herewith . The information contained herein is confidential and has been prepared exclusively for the benefit and use of the Special Committee and the Board in their consideration of the Transaction, and may not be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without Cowen’s prior written consent ; provided, however, that you may disclose to any and all persons the U . S . federal income tax treatment and tax structure of the Transaction and the portions of these materials that relate to such tax treatment or structure . These materials are not for the benefit of, and do not convey any rights or remedies to, any holder of securities of ZENITH or any other person . These materials are subject to the assumptions, qualifications and limitations set forth herein and in the form of our Opinion and do not constitute a recommendation by Cowen to the Special Committee, the Board or any other person on how to vote with respect to the Transaction . Nothing contained herein should be construed as tax, accounting or legal advice .

Confidential - For the Special Committee's Use Only Project ZENITH 1 Table of Contents I. Executive Summary 2 II. Overview of ZENITH 10 III. Valuation Analysis 18 IV. Appendix 27 Page

Project ZENITH Confidential - For the Special Committee's Use Only I. Executive Summary

Confidential - For the Special Committee's Use Only Project ZENITH 3 Transaction Overview I. EXECUTIVE SUMMARY Structure and Background The following is a summary of the structure and background of the Transaction (as defined below) and certain terms of the Merger Agreement (as defined below), as amended on January 14, 2013 Offer Price Value ; $13.50 in cash per share of ZENITH common stock ; The Offer Price implies an equity value of $503.5 million and an enterprise value of $818.6 million for ZENITH Source: The executed Merger Agreement, as amended. Capitalized terms used and not defined herein have the meanings set forth in the Merger Agreement. Note: Represents a transaction value based on fully diluted shares outstanding including 37.2 million shares of common stock as of November 14, 2012 at Q3 2012 filing, per ZENITH 10 - Q, and 787,000 options outstanding as of January 14, 2013, per ZENITH management. ; On March 27 , 2012 , ZENITH announced the receipt of a non - binding proposal from its Chairman and Chief Executive Officer, Mr . Xianfu Zhu ("Mr . Zhu"), to acquire all of the outstanding shares of ZENITH's common stock not currently owned by him in a going - private transaction at a proposed price of $ 13 . 50 per share in cash (the "Proposal") ; ZENITH established a Special Committee of the Board of Directors (the "Special Committee") on March 27 , 2012 to consider the Proposal ; On May 10 , 2012 , Barclays Bank PLC ("Barclays") was appointed as independent financial advisor to the Special Committee ; Barclays conducted a market check process and approached 4 potential strategic buyers and 18 potential financial sponsors ; Barclays subsequently resigned as ZENITH's financial advisor on November 23 , 2012 ; On November 26 , 2012 , ZENITH entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Golden Bridge Holdings Limited (“Parent”), Golden Bridge Merger Sub Limited, a wholly owned subsidiary of Parent (“Merger Sub”), and Mr . Zhu, pursuant to which Merger Sub will merge with and into ZENITH (the “Transaction”) and each ZENITH share issued and outstanding immediately prior to the effective time of the Transaction, excluding shares held by (i) the Company and any wholly owned subsidiary of the Company, (ii) Parent, Merger Sub, Mr . Zhu and certain other beneficial owners of ZENITH common stock (collectively, the “Rollover Holders”) and (iii) stockholders of the Company who have properly exercised and perfected their appraisal rights under Delaware law (together, the “Excluded Holders”), will be converted into the right to receive the Offer Price ; The Rollover Holders have agreed to contribute their shares of ZENITH to Parent ; The Rollover Holders currently own approximately 26 . 2 % of the issued and outstanding common stock of ZENITH on a fully - diluted basis

Confidential - For the Special Committee's Use Only Project ZENITH 4 Transaction Overview (Cont.) I. EXECUTIVE SUMMARY Financing Source: The executed Merger Agreement, as amended and the Amended Merger Agreement. ; China Development Bank Corporation Hong Kong Branch has agreed with Parent, subject to the terms and conditions set forth in the facility agreement dated November 26 , 2012 , to provide or cause to be provided a 6 - year $ 320 , 000 , 000 term loan with an interest rate of six - month LIBOR plus 5 . 3 % per annum, for the purposes of financing the transactions contemplated by the Merger Agreement and related fees and expenses ; China Wealth Growth Fund I L . P . has committed, subject to the terms and conditions set forth in an equity commitment letter dated November 26 , 2012 , to invest $ 85 , 000 , 000 in Jinqiao Investments Limited, a British Virgin Islands company that owns all of the outstanding shares of Parent, as set forth in the equity commitment letter Structure and Background ; On December 11 and 12 , 2012 , Cowen and Duff & Phelps Securities, LLC ("Duff & Phelps"), respectively, were engaged as financial advisors to the Special Committee ; On January 14 , 2013 , the Merger Agreement was amended to provide for the extension until February 8 , 2013 , of : (i) the “go - shop” period under the Merger Agreement, and (ii) the date on or prior to which the Merger Agreement may be terminated by the Company at any time for any reason ; ZENITH intends to enter into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with Parent, Merger Sub and Mr . Zhu to, among other things, (i) remove the “go - shop” provision ; (ii) remove the right of the Company to terminate the original Merger Agreement at any time for any reason (and without payment of any termination fees) on or prior to February 8 , 2013 ; and (iii) reduce the amount of the termination fee payable by ZENITH in specified circumstances .

Confidential - For the Special Committee's Use Only Project ZENITH 5 Transaction Overview (Cont.) I. EXECUTIVE SUMMARY Termination Fee ; Pursuant to the draft Amended Merger Agreement, the Termination Fee payable by ZENITH to Parent ; $ 4 , 750 , 000 termination fee is payable if (i) ZENITH terminates the Amended Merger Agreement to enter into a Company Acquisition Agreement with respect to a Superior Proposal ; (ii) ZENITH or Parent terminates the Amended Merger Agreement because (a) the Merger is not consummated on or before November 26 , 2013 or Stockholder Approval is not obtained or ZENITH materially breaches the Amended Merger Agreement and (b) within 12 months of such termination a written agreement with respect to an Alternative Transaction Proposal (made prior to the Stockholders’ Meeting) is entered into or such Alternative Transaction Proposal is consummated ; or (iii) Parent terminates the Amended Merger Agreement because ZENITH’s Board effects and has not withdrawn a Change of Recommendation ; Pursuant to the draft Amended Merger Agreement, the Termination Fee payable by Parent to ZENITH ; $ 12 , 500 , 000 termination fee is payable if ZENITH terminates the Amended Merger Agreement because (i) Parent or Merger Sub materially breaches the Amended Merger Agreement ; or (ii) Parent and Merger Sub fail to close the transaction within 10 business days following the expected closing date even though all closing conditions have been waived or satisfied Source: The executed Merger Agreement, as amended and the Amended Merger Agreement. Go - Shop Process ; The original Merger Agreement, as amended, provided for a go - shop period from November 26 , 2012 to and including February 8 , 2013 , during which ZENITH had the right to solicit Alternative Transaction Proposals, including by way of public disclosure and by way of providing access to non - public information to any person pursuant to an acceptable confidentiality agreement ; During the go - shop period, ZENITH had the right to enter into and maintain discussions or negotiations with respect to Alternative Transaction Proposals (or inquiries, proposals or offers or other efforts or attempts that may reasonably be expected to lead to Alternative Transaction Proposals) or otherwise cooperate with, assist or participate in, facilitate, or take any other action in connection with any such inquiries, proposals, discussions or negotiations

Confidential - For the Special Committee's Use Only Project ZENITH 6 Cowen Mandate I. EXECUTIVE SUMMARY ; As the Special Committee’s financial advisors in connection with the Transaction, Cowen and Duff & Phelps have been requested by the Special Committee to render separate opinions as to the fairness, from a financial point of view, to the holders of ZENITH’s common stock, other than the Excluded Holders, of the consideration to be received by such holders pursuant to the draft Amended Merger Agreement ; Although Cowen and Duff & Phelps were not engaged to, and did not, assist the Special Committee or ZENITH in negotiating any terms of the Merger Agreement, the Special Committee requested Cowen and Duff & Phelps to assist and advise it with respect to the go - shop process, including identifying and contacting potential financial sponsors and strategic buyers to ascertain their interest in a potential Transaction and participating in negotiations in connection therewith ; Cowen and Duff & Phelps began a go - shop process on December 24 , 2012 approaching 55 potential financial sponsors and 30 potential strategic buyers, including all the potential buyers which had been previously contacted by Barclays during the market check process, to solicit interest in submitting an Alternative Transaction Proposal ; To date, none of the contacted parties expressed an interest in submitting an Alternative Transaction Proposal . Of the contacted parties, only three had requested and were sent process letters and these parties showed no further interest after receiving the process letter . None of the other contacted parties expressed any interest after being initially contacted

Confidential - For the Special Committee's Use Only Project ZENITH 7 Matters Reviewed by Cowen I. EXECUTIVE SUMMARY ; In connection with our Opinion, Cowen has : ; reviewed the financial terms and conditions of the draft Amended Merger Agreement as of February 8 , 2013 ; ; reviewed certain publicly available financial and other information relating to the Company and certain other relevant financial and operating data of the Company furnished by the Company’s management ; ; reviewed the facility agreement, dated November 26 , 2012 , between Parent and China Development Bank Corporation Hong Kong Branch and the equity commitment letter, dated November 26 , 2012 , from China Wealth Growth Fund I L . P .; ; reviewed certain internal financial and operating information with respect to the business, operations, financial condition and prospects of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company (the “Company Forecasts”) ; ; discussed with certain members of the Company’s management the historical and current business, operations, financial condition and prospects of the Company ; ; compared the reported price and trading history of the Company’s common stock to the reported price and trading histories of the shares of certain publicly traded companies we deemed relevant ; ; compared certain operating results of the Company to the operating results of certain publicly traded companies we deemed relevant ; ; reviewed research analyst estimates and financial projections in Wall Street analyst reports for the Company and certain publicly traded companies we deemed relevant ; ; compared certain financial terms of the Transaction to the financial terms of certain selected transactions we deemed relevant ; and ; performed such other analyses, reviewed such other information and considered such other factors as we have deemed appropriate

Confidential - For the Special Committee's Use Only Project ZENITH 8 Transaction Summary Statistics I. EXECUTIVE SUMMARY Implied Multiples of Proposed Transaction (US$ in millions, except per share data) Notes: (a) Represents closing price as of March 26, 2012, one day prior to the announcement of receipt of the go - private proposal. (b) Current share price as of February 6, 2013. (c) 37.2 million basic shares outstanding per ZENITH 10 - Q as of November 14, 2012. (d) Calculated based upon 787,000 options outstanding as of January 14, 2013, using the treasury stock method, as provided to Co wen by ZENITH management on January 14, 2013. (e) Total debt, non - controlling interests, cash and cash equivalents and restricted cash as of September 30, 2012, as per ZENITH 10 - Q. (f) Last twelve months through September 30, 2012. (g) 2012E financials based on unaudited preliminary management estimates provided to Cowen on January 22, 2013, per ZENITH manag ement. (h) Projected financials per Company Forecasts provided to Cowen on December 13, 2012. 1 Day Prior to Announcement (a) Current (b) Offer ZENITH's Price per Share $9.21 $12.81 $13.50 Basic Shares Outstanding (c) 37.209 37.209 37.209 Option Dilution (d) 0.007 0.073 0.085 Fully Diluted Shares Outstanding 37.217 37.282 37.294 Implied Equity Value $342.8 $477.6 $503.5 Plus: Total Debt (e) 555.2 555.2 555.2 Plus: Non-Controlling Interest (e) 2.0 2.0 2.0 Less: Cash and Cash Equivalents (e) 146.2 146.2 146.2 Less: Restricted Cash (e) 95.9 95.9 95.9 Implied Enterprise Value $657.9 $792.7 $818.6 Metrics Multiples Implied Enterprise Value as a multiple of: LTM EBITDA (f) $96.8 6.8x 8.2x 8.5x 2012E EBITDA (g) $104.2 6.3x 7.6x 7.9x 2013F EBITDA (h) $138.9 4.7x 5.7x 5.9x Stock price as a multiple of: LTM EPS (f) $1.17 7.9x 10.9x 11.5x 2012E EPS (g) $1.39 6.6x 9.2x 9.7x 2013F EPS (h) $1.89 4.9x 6.8x 7.1x

Confidential - For the Special Committee's Use Only Project ZENITH 9 ZENITH — Implied Premiums I. EXECUTIVE SUMMARY Implied Premiums Analysis Source: Capital IQ as of February 6, 2013. Note: (a) Closing price as of March 26, 2012, one day prior to the announcement of receipt of the go - private proposal. Implied Premiun Based on Offer Historical Spot Prices Spot Price of $13.50 One Day Prior to Announcement (03/26/2012) (a) $9.21 46.6% Current (02/06/2013) 12.81 5.4% Days Prior to Announcement 1 Day $9.21 46.6% 1 Week 8.50 58.8% 1 Month 11.21 20.4% 3 Months 8.55 57.9% Days Prior to Current 1 Day $12.80 5.5% 1 Week 12.73 6.0% 1 Month 12.89 4.7% 3 Months 10.42 29.6% 52-Week High (12/28/2012) $13.02 3.7% 52-Week Low (03/19/2012) $8.11 66.5%

Project ZENITH Confidential - For the Special Committee's Use Only II. Overview of ZENITH

Confidential - For the Special Committee's Use Only Project ZENITH 11 $6.00 $8.00 $10.00 $12.00 $14.00 05-Aug-11 23-Nov-11 12-Mar-12 30-Jun-12 18-Oct-12 06-Feb-13 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 (Share Price) (Volume in 000s) ZENITH — Recent Share Price Performance Most Recent 18 Months Share Price Performance 52 Weeks high: $13.02 Offer price: $13.50 II. OVERVIEW OF ZENITH Source: Capital IQ as of February 6, 2013. 52 Weeks low: $8.11 14 - Mar - 12, announced FY2011 financial results, topped revenue guidance but missed EPS guidance; guided FY2012 revenue above consensus estimates, and EPS in - line with consensus estimates 27 - Mar - 12, announced receipt of 'Going Private' proposal from Chairman at $13.50 10 - May - 12, topped Q1 2012 EPS consensus estimates by 1%; reaffirmed FY2012 revenue guidance in - line with consensus estimates 08 - Aug - 12, missed Q2 2012 EPS consensus estimates by 7%; reaffirmed FY2012 revenue guidance in - line with consensus estimates 08 - Nov - 12, missed Q3 2012 EPS consensus estimates by 6%, net income decreased 40% YoY; reaffirmed FY2012 revenue guidance in - line with consensus estimates 26 - Nov - 12, entered into Merger Agreement with Chairman for $13.50 offer price 08 - Aug - 11, raised FY2011 revenue guidance from $1.18 - $1.23 bn to $1.33 - $1.37 bn, but lowered EPS guidance from $1.89 - $2.18 to 1.80 - $2.05 08 - Nov - 11, reaffirmed FY201 1 revenue and EPS guidance in - line with consensus estimates

Confidential - For the Special Committee's Use Only Project ZENITH 12 20 30 40 50 60 70 80 90 100 110 120 03/28/2011 08/11/2011 12/25/2011 05/09/2012 09/22/2012 02/06/2013 Index ZENITH (15.4)% DJ China (6.3)% Selected Public Compaies 3.6% Historical Relative Stock Price Performance II. OVERVIEW OF ZENITH Source: Capital IQ as of February 6, 2013. Notes: (a) Index performance from March 28, 2011 to March 26, 2012. (b) Index performance from March 26, 2012 to February 6, 2013. (c) Dow Jones China Offshore 50 Index constituents include the 50 largest companies with primary operations in mainland China, which are listed either on the Hong Kong or the U.S. exchanges. (d) Selected public companies represent foreign listed Chinese food companies, global meat processing and meat product companies with Market Value between $100 million and $1.5 billion. Indexed Industry Performance March 27, 2012 Announced go - private proposal November 26, 2012 Entered into the Merger Agreement 12 Months Prior Announcement to Announcement (a) to Current (b) Index % Change % Change ZENITH (39.2%) 38.1% Dow Jones China (c) (11.5%) 8.3% Selected Public Companies (d) (16.5%) 22.0 %

Confidential - For the Special Committee's Use Only Project ZENITH 13 Volume Turnover of (mm) VWAP (a) Public Float (b) 5.7 $12.78 20.8% 23.1 $12.17 84.3% 36.2 $11.39 131.7% 104.4 $10.19 380.3% ZENITH — Historical Trading Statistics II. OVERVIEW OF ZENITH Historical Trading Histogram Key Trading Statistics Source: Capital IQ as of February 6, 2013. Notes: (a) VWAP represents volume weighted average price. (b) Public float represents 73.8% of total shares outstanding as of February 6, 2013. 30 Days 90 Days 180 Days 360 Days 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 100.0% 0.0% 0% 20% 40% 60% 80% 100% $6.0-7.0 $7.0-8.0 $8.0-9.0 $9.0-10.0 $10.0-11.0 $11.0-12.0 $12.0-13.0 > $13.0 (% of shares traded) 0.0% 0.0% 0.0% 0.0% 11.2% 17.6% 71.2% 0.0% 0% 20% 40% 60% 80% 100% $6.0-7.0 $7.0-8.0 $8.0-9.0 $9.0-10.0 $10.0-11.0 $11.0-12.0 $12.0-13.0 > $13.0 (% of shares traded) 0.0% 0.0% 0.0% 15.5% 25.4% 13.5% 45.6% 0.0% 0% 20% 40% 60% 80% 100% $6.0-7.0 $7.0-8.0 $8.0-9.0 $9.0-10.0 $10.0-11.0 $11.0-12.0 $12.0-13.0 > $13.0 (% of shares traded) 1.5% 2.3% 19.2% 27.1% 18.2% 15.2% 16.5% 0.0% 0% 20% 40% 60% 80% 100% $6.0-7.0 $7.0-8.0 $8.0-9.0 $9.0-10.0 $10.0-11.0 $11.0-12.0 $12.0-13.0 > $13.0 (% of shares traded)

Confidential - For the Special Committee's Use Only Project ZENITH 14 Recent Analyst Estimates for ZENITH II. OVERVIEW OF ZENITH Date Firm Commentary Rating Target Price 2012F Estimates 2013F Estimates Revenue EBITDA EPS Revenue EBITDA EPS 27 - Nov - 12 ; Maxim downgraded ZENITH to Hold due to more than 15% share appreciation after the announcement of the Merger Agreement ; Maxim believes the privatization has a good chance to succeed Hold NA $1,628.2 $97.8 $1.22 $1,787.1 $106.4 $1.31 26 - Nov - 12 ; Cowen reiterated its Outperform rating on ZENITH shares following the announcement that the company is set to be acquired by Golden Bridge Holdings Limited, for $13.50 per share (+24% premium to Friday's close;+47% premium to 3/26/12 closing price before initial mgt buyout offer) Outperform NA $1,636.5 $97.8 $1.25 $1,936.6 $135.7 $1.60 11 - Nov - 12 ; 3Q12 revenue of $415.7M (+4.4% yoy), beat both Oppenheimer/Street estimates of $408M/ $398M ; EPS of $0.30 missed Oppenheimer/Street estimates of $0.39/$0.34, due to higher SG&A expenses, which increased 38% yoy ; Oppenheimer kept FY12/13E revenue estimates unchanged but lower FY12/13 EPS estimates to $1.22/$1.6 ; ZENITH is trading at 8.6x/6.5x FY12/13E EPS, 21.5% lower than the privatization bidding price of $13.50 NA NA $1,606.8 NA $1.22 $1,883.4 NA $1.62 09 - Aug - 12 ; On October 1, 2012, Roth Capital dropped coverage of ZENITH due to the departure of the covering analyst ; In the last estimates prior to dropping coverage, the analyst had assigned shares of ZENITH a Neutral rating and $9 price target Neutral $9.00 $1,678.0 NA $1.38 $1,799.2 NA $1.43 09 - Aug - 12 ; ZENITH’s 2Q12 net profit dropped 42% YoY (vs. estimate of a 20% decline) on a less attractive product mix (more frozen pork/less chilled pork), which resulted in operating margin compression ; Piper Jaffray lowers FY12E EPS estimate by 6%, which is now near the low end of management’s guidance. Maintain OW and a PT of $13.50, which is pegged to chairman ZHU Xianfu’s proposed privatization price and equivalent to 6.3x FY13E P/E Overweight $13.50 $1,600.4 NA $1.54 $2,079.9 NA $2.14 Source: Wall Street equity research reports.

Confidential - For the Special Committee's Use Only Project ZENITH 15 ZENITH — Historical and Projected Income Statement II. OVERVIEW OF ZENITH Notes: (a) Historical financials per ZENITH filings. (b) Last twelve months through September 30, 2012. (c) 2012E financials based on unaudited preliminary management estimates provided to Cowen on January 22, 2013, per ZENITH manag ement. (d) Projected financials per Company Forecasts provided to Cowen on December 13, 2012. Summary Income Statement (2010A – 2016F) (US$ in millions, expect per share data) Actual Projected Year Ended December 31, 9 Months of Year Ended December 31, (US$ in Millions) 2010A (a) 2011A (a) 2012A (a) LTM (b) 2012E (c) 2013F (d) 2014F (d) 2015F (d) 2016F (d) Revenues $946.7 $1,456.2 $1,198.1 $1,604.0 $1,641.1 $1,932.6 $2,084.0 $2,218.3 $2,376.6 Direct costs (836.0) (1,304.9) (1,087.5) (1,457.1) NA (1,754.2) (1,908.6) (2,030.1) (2,173.3) Gross profit 110.7 151.3 110.6 146.8 153.6 178.4 175.5 188.2 203.2 Operating expenses (46.4) (64.9) (55.0) (76.0) NA (82.7) (88.6) (93.8) (100.1) SG&A (44.8) (62.8) (54.7) (74.0) NA (79.8) (85.5) (90.5) (96.5) R&D (0.6) (0.5) (0.4) (0.4) NA (2.9) (3.1) (3.3) (3.6) Impairment loss (1.0) (1.6) - (1.6) NA - - - - Operating income (loss) 65.3 88.0 55.5 72.4 78.5 95.7 86.8 94.4 103.2 Interest expenses, net (7.9) (21.5) (22.2) (27.9) NA (21.5) (18.9) (16.1) (15.3) Other income, net 2.0 0.2 2.0 2.1 NA - - - - Government subsidies 4.2 3.9 3.1 4.4 NA 4.6 4.6 4.6 4.6 Income before income taxes 62.5 69.0 38.4 49.4 NA 78.8 72.6 82.8 92.4 Provision for income taxes (4.2) (4.8) (4.2) (5.5) NA (8.4) (7.7) (8.8) (9.8) Net income 58.3 64.2 34.2 43.9 NA 70.4 64.8 74.0 82.6 Net loss attributable to noncontrolling interest - 0.0 0.0 0.0 NA - - - - Net income attributable to ZENITH shareholders $58.3 $64.2 $34.2 $43.9 $51.7 $70.4 $64.8 $74.0 $82.6 Diluted EPS $1.65 $1.67 $0.92 $1.17 $1.39 $1.89 $1.74 $1.99 $2.22 EBITDA $80.3 $107.3 $74.5 $96.8 $104.2 $138.9 $138.1 $152.2 $166.6 Margins Gross margin 11.7% 10.4% 9.2% 9.2% 9.4% 9.2% 8.4% 8.5% 8.6% Operating margin 6.9% 6.0% 4.6% 4.5% 4.8% 5.0% 4.2% 4.3% 4.3% Net margin 6.2% 4.4% 2.9% 2.7% 3.2% 3.6% 3.1% 3.3% 3.5% EBITDA margin 8.5% 7.4% 6.2% 6.0% 6.3% 7.2% 6.6% 6.9% 7.0% Growth Rate Analysis Revenue growth rate 30.4% 53.8% 14.1% 20.0% 12.7% 17.8% 7.8% 6.4% 7.1% Operating income growth rate 23.3% 34.8% -21.9% -20.6% -10.8% 21.8% -9.3% 8.8% 9.3% Net income growth rate 27.8% 10.2% -37.2% -39.4% -19.5% 36.2% -8.0% 14.2% 11.6% EBITDA growth rate 28.5% 33.6% -12.4% -11.5% -2.9% 33.3% -0.6% 10.2% 9.5%

Confidential - For the Special Committee's Use Only Project ZENITH 16 ZENITH — Balance Sheet II. OVERVIEW OF ZENITH Source: ZENITH filings. Summary Balance Sheet (US$ in millions) As of September 30, 2012 Assets Current Assets Cash and cash equivalents $146.2 Restricted cash 95.9 Bank notes receivable 66.3 Trade accounts receivable 92.7 Other receivables 1.7 Purchase deposits 8.0 Inventory 52.4 Prepaid expenses and taxes 0.5 Allowance receivable 0.9 VAT recoverable 35.3 Deferred tax asset 0.6 Other current assets 1.2 Total Current Assets $501.6 Long-term investment $0.5 Property, plant and equipment (net) 465.8 Deposits for purchase of land use rights 20.6 Construction in progress 59.7 Land use rights 113.2 Deferred charges 0.0 Other non-current assets - Prepayment on property, plant and equipment 3.6 Total Assets $1,165.0 As of September 30, 2012 Liabilities and Stockholders' Equity Current Liabilities Short-term bank loans $210.9 Long-term debt - current portion 44.5 Notes payable 190.3 Capital lease obligation - current portion 1.2 Accounts payable 13.4 Other payables 31.2 Accrued liabilities 14.8 Customers deposits 10.3 Tax payable 1.7 Deferred subsidy - current portion 0.1 Total Current Liabilities $518.4 Deferred tax liabilities $0.5 Deposits from customers - long-term portion 2.1 Capital lease obligation - Long-term bank loans 108.3 Deferred subsidy - long-term portion 1.9 Total Liabilities $631.3 Stockholders' Equity Common stock $0.0 Additional paid-in capital 240.1 Retained earnings 268.4 Treasury stock (26.2) Accumulated other comprehensive income 49.4 Non-controlling interests 2.0 Total Stockholders' Equity $533.7 Total Liabilities and Stockholders' Equity $1,165.0

Confidential - For the Special Committee's Use Only Project ZENITH 17 ZENITH — Ownership Profile Insider and Other Ownership Institutional Ownership Note: All ownership data per Capital IQ as of February 6, 2013. • II. OVERVIEW OF ZENITH Ownership by Category Percent Rank Holder Name Position of Total 1 Prestige Trade Investments Limited 3,194,893 8.6% 2 Caledonia (Private) Investments Pty Limited 2,280,527 6.1% 3 The Oxford Asset Management Co Ltd 1,278,123 3.4% 4 First Wilshire Securities Management, Inc. 825,975 2.2% 5 BI Asset Management Fondsmæglerselskab AS 516,240 1.4% 6 Clough Capital Partners, L.P. 485,500 1.3% 7 Fidelity Investments 418,300 1.1% 8 Morgan Stanley, Investment Banking and Brokerage Investments394,031 1.1% 9 Bank of America Corporation, Asset Management Arm 391,662 1.1% 10 ICBC Credit Suisse Asset Management Co., Ltd. 280,000 0.8% 11 Susquehanna International Group, LLP, Asset Management Arm240,743 0.6% 12 Pine River Capital Management L.P. 221,300 0.6% 13 Guerrilla Capital Management LLC 220,530 0.6% 14 Community Financial Services Group, LLC, Asset Management Arm193,625 0.5% 15 Wolverine Asset Management, LLC 181,299 0.5% 16 Invesco Ltd. (NYSE:IVZ) 158,008 0.4% 17 Hanson & Doremus Investment Management, Inc. 146,271 0.4% 18 UBS Global Asset Management 115,617 0.3% 19 California Public Employees' Retirement System 99,898 0.3% 20 Neuberger Berman LLC 96,322 0.3% Top 10 Institutional Holders: 10,065,251 27.1% Top 20 Institutional Holders: 11,738,864 31.5% Other Institutional Holders: 1,411,444 3.8% All Institutional Holders: 13,150,308 35.3% Basic Shares Outstanding: 37,209,344 100.0% Percent Rank Holder Name Position of Total 1 Zhu, Xianfu 6,442,506 17.3% 2 Ben, Baoke 888,125 2.4% 3 Liu, Chaoyang 619,874 1.7% 4 Wang, Qinghe 612,000 1.6% 5 Si, Shuichi 594,000 1.6% 6 Wang, Juanjuan 531,000 1.4% 7 Yang, Siming 33,000 0.1% 8 Fan, Caiyin 33,000 0.1% All Insider Holders: 9,753,505 26.2% Retail Holders: 14,305,531 38.4% Institutional 35.3% Insider 26.2% Retail 38.4%

Project ZENITH Confidential - For the Special Committee's Use Only III. Valuation Analysis

Confidential - For the Special Committee's Use Only Project ZENITH 19 $8.22 $9.10 $11.52 $15.07 $11.42 $11.79 $7.67 $5.84 $12.45 $16.09 $4.40 $8.33 $10.37 $11.81 $4.67 $5.53 $11.24 $17.91 $12.81 $16.80 $12.60 $12.97 $12.37 $11.03 $18.31 $23.66 $10.11 $15.73 $15.25 $17.37 $9.92 $11.12 $3.00 $6.00 $9.00 $12.00 $15.00 $18.00 $21.00 $24.00 EBITDA Exit Multiple EBITDA Exit Multiple 3 Months Spot Prior 1 Month Spot Prior 1 Week Spot Prior 1 Day Spot Prior LTM Net Income (a) LTM EBITDA (a) CY 2013F EPS - Consensus Estimates CY 2013F EPS - Company Forecasts CY 2013F EBITDA - Consensus Estimates CY 2013F EBITDA - Company Forecasts CY 2012E EPS - Consensus Estimates CY 2012E EPS - Company Forecasts CY 2012E EBITDA - Consensus Estimates CY 2012E EBITDA - Company Forecasts Implied Value per Share Selected Public Companies Analysis Selected Precedent Transactions Analysis Selected Premiums Paid Analysis Discounted Cash Flow Analysis Illustrative LBO Analysis Reference Range Analysis III. VALUATION ANALYSIS Offer = $13.50 Note: (a) Last twelve months through September 30, 2012. (b) Represents closing price as of March 26, 2012, one day prior to the announcement of receipt of the go - private proposal. Unaffected (b) = $9.21

Confidential - For the Special Committee's Use Only Project ZENITH 20 Valuation Summary III. VALUATION ANALYSIS Valuation Summary (US$ in millions, except per share data) Notes: (a) ZENITH metrics per ZENITH filings and Company Forecasts provided to Cowen on December 13, 2012. 2012E financials based on un audited preliminary management estimates provided to Cowen on January 22, 2013, per ZENITH management. (b) Multiple and percentage ranges derived from analysis of respective valuation methodologies. (c) Implied Equity Value reflects Net Debt of $315.1 million based on preliminary management estimates for December 31, 2012 pro vided to Cowen on February 1, 2013. (d) Implied Value per Share reflects share dilution for each price. (e) Last twelve months through September 30, 2012. Multiple / Implied Implied Implied Methodology Metrics (a) Percentage Range (b) Enterprise Value Equity Value (c) Value per Share (d) Selected Public Companies Analysis CY 2012E EBITDA - Company Forecasts $104.2 5.0x - 7.0x $521.0 - $729.4 $205.9 - $414.3 $5.53 - $11.12 CY 2012E EBITDA - Consensus Estimates $97.8 5.0x - 7.0x $489.0 - $684.6 $173.9 - $369.5 $4.67 - $9.92 CY 2012E EPS - Company Forecasts $1.39 8.5x - 12.5x $11.81 - $17.37 CY 2012E EPS - Consensus Estimates $1.22 8.5x - 12.5x $10.37 - $15.25 CY 2013F EBITDA - Company Forecasts $138.9 4.5x - 6.5x $625.1 - $902.9 $310.0 - $587.8 $8.33 - $15.73 CY 2013F EBITDA - Consensus Estimates $106.4 4.5x - 6.5x $478.8 - $691.6 $163.7 - $376.5 $4.40 - $10.11 CY 2013F EPS - Company Forecasts $1.89 8.5x - 12.5x $16.09 - $23.66 CY 2013F EPS - Consensus Estimates $1.47 8.5x - 12.5x $12.45 - $18.31 Selected Precedent Transactions Analysis LTM EBITDA (e) $96.8 5.5x - 7.5x $532.3 - $725.9 $217.2 - $410.8 $5.84 - $11.03 LTM Net Income (e) $43.9 6.5x - 10.5x $285.5 - $461.2 $7.67 - $12.37 Selected Premiums Paid Analysis 1 Day Spot Prior $9.21 28.0% - 40.8% $11.79 - $12.97 1 Week Spot Prior $8.50 34.4% - 48.2% $11.42 - $12.60 1 Month Spot Prior $11.21 34.4% - 49.8% $15.07 - $16.80 3 Months Spot Prior $8.55 34.7% - 49.8% $11.52 - $12.81 Discounted Cash Flow Analysis EBITDA Exit Multiple 5.0x - 7.0x $654.2 - $985.7 $339.1 - $670.5 $9.10 - $17.91 Illustrative LBO Analysis EBITDA Exit Multiple 5.0x - 7.0x $621.1 - $734.0 $306.0 - $418.9 $8.22 - $11.24

Confidential - For the Special Committee's Use Only Project ZENITH 21 Selected Public Companies Analysis III. VALUATION ANALYSIS Trading Performance of Selected Public Companies (US$ in millions, except per share data) Source: Capital IQ as of February 6, 2013 and company filings. ZENITH financials per Company Forecasts provided to Cowen on Dec ember 13, 2012. 2012E financials based on unaudited preliminary management estimates provided to Cowen on January 22, 2013, per ZENITH management. Notes: (a) Based on Market Value plus debt and minority interest, minus total cash and cash equivalents. (b) Based on consensus estimates from Capital IQ. (c) Selected foreign listed Chinese food companies, global meat processing and meat product companies with market value between $100 million and $1.5 billion. (d) Normalized CY2012 and CY2013 EPS estimates not available. Market Information Market Multiple Analysis Enterprise Value as a Multiple of Stock Price % of Market Enterprise EBITDA Price / Earnings Company (02/06/13) 52W High Value Value (a) CY2012 (b) CY2013 (b) CY2012 (b) CY2013 (b) Selected Public Companies (c) China Yurun Food Group Ltd. $0.74 38.5% $1,346.9 $1,724.2 NM 9.8x NM 25.9x Itoham Foods Inc. (d) 4.52 99.5% 1,032.1 1,048.7 8.4x 6.9x NA NA Bell AG 2,330.08 97.5% 928.1 1,206.7 5.1x 5.3x 7.4x 9.9x Minerva S.A 6.57 97.6% 941.8 1,863.4 8.4x 6.8x NM 10.8x OJSC Cherkizovo Group 11.95 82.5% 771.4 1,629.2 5.5x 5.4x 3.9x 4.2x Cranswick plc 15.58 99.1% 754.8 811.7 8.2x 7.7x 13.2x 12.3x Campofrio Food Group, S.A. 6.33 65.0% 633.0 1,285.5 6.1x 5.7x 20.1x 12.7x China Minzhong Food Corporation Limited 0.82 86.0% 454.9 512.2 3.1x 2.7x 3.9x 3.5x HKScan Oyj 5.48 63.4% 295.9 948.2 6.1x 5.5x 25.8x 10.6x Atria Oyj 9.85 95.3% 277.4 847.2 7.4x 6.8x 19.8x 10.1x Kakiyasu Honten Co., Ltd. (d) 13.81 99.4% 171.8 119.7 3.2x 3.0x NA NA Sino Grandness Food Industry Group Limited 0.64 90.3% 170.3 202.6 3.2x 2.5x 4.0x 3.3x Min 38.5% $170.3 $119.7 3.1x 2.5x 3.9x 3.3x Mean 84.5% 648.2 1,016.6 5.9x 5.7x 12.3x 10.3x Median 92.8% 693.9 998.4 6.1x 5.6x 10.3x 10.3x Max 99.5% 1,346.9 1,863.4 8.4x 9.8x 25.8x 25.9x ZENITH (Offer - Company Forecasts) $13.50 103.7% $503.5 $818.6 7.9x 5.9x 9.7x 7.1x ZENITH (Offer - Consensus Estimates) 13.50 103.7% 503.5 818.6 8.4x 7.7x 11.1x 9.2x ZENITH (Current - Company Forecasts) 12.81 98.4% 477.6 792.7 7.6x 5.7x 9.2x 6.8x ZENITH (Current - Consensus Estimates) 12.81 98.4% 477.6 792.7 8.1x 7.4x 10.5x 8.7x

Confidential - For the Special Committee's Use Only Project ZENITH 22 Selected Public Companies Analysis (Cont.) III. VALUATION ANALYSIS Operating Performance of Selected Public Companies (US$ in millions) Source: Capital IQ as of February 6, 2013 and company filings. ZENITH financials per Company Forecasts provided to Cowen on D ece mber 13, 2012. 2012E financials based on unaudited preliminary management estimates provided to Cowen on January 22, 2013, per ZENITH management. Notes: (a) Based on consensus estimates from Capital IQ. (b) Selected foreign listed Chinese food companies, global meat processing and meat product companies with market value between $100 million and $1.5 billion. Revenue Growth (YoY) EBITDA Margin Net Margin CY2012 (a) CY2013 (a) CY2012 (a) CY2013 (a) CY2012 (a) CY2013 (a) Selected Public Companies (b) China Yurun Food Group Ltd. (10.1%) 25.4% 1.7% 3.7% NM 1.1% Itoham Foods Inc. (1.5%) 0.8% 2.6% 3.2% NA NA Bell AG 1.3% 0.9% 8.5% 8.1% 3.1% 3.2% Minerva S.A 9.4% 14.9% 10.2% 11.0% NM 3.9% OJSC Cherkizovo Group 5.1% 15.1% 19.0% 16.9% 12.3% 9.8% Cranswick plc 7.6% 7.0% 7.4% 7.4% 4.2% 4.3% Campofrio Food Group, S.A. 3.7% 2.8% 8.1% 8.5% 1.3% 1.9% China Minzhong Food Corporation Limited 35.4% 20.2% 35.8% 34.5% 25.0% 23.6% HKScan Oyj 1.8% 2.3% 4.5% 4.9% 0.3% 0.8% Atria Oyj 2.4% 2.4% 6.3% 6.8% 0.8% 1.5% Kakiyasu Honten Co., Ltd. 2.5% 1.6% 8.3% 8.7% NA NA Sino Grandness Food Industry Group Limited 59.3% 37.1% 24.1% 22.6% 16.4% 14.5% Min (10.1%) 0.8% 1.7% 3.2% 0.3% 0.8% Mean 9.7% 10.9% 11.4% 11.4% 7.9% 6.5% Median 3.1% 4.9% 8.2% 8.3% 3.7% 3.5% Max 59.3% 37.1% 35.8% 34.5% 25.0% 23.6% ZENITH (Current - Company Forecasts) 12.7% 17.8% 6.3% 7.2% 3.2% 3.6% ZENITH (Current - Consensus Estimates) 11.1% 13.5% 6.0% 5.8% 2.8% 3.0%

Confidential - For the Special Committee's Use Only Project ZENITH 23 Selected Precedent Transactions Analysis III. VALUATION ANALYSIS Selected Precedent Transactions Since 2008 (a) (US$ in millions) Source: Company filings and press releases. Notes: (a) Selected announced or closed Chinese food and beverage, global meat processing and meat product change - of - control transacti ons with implied equity value between $100 million and $1.5 billion since 2008. (b) Based on implied equity value plus debt and minority interest, minus total cash and cash equivalents. (c) Last twelve months through the announcement of transactions. (d) Last twelve months through September 30, 2012. Date Implied Implied Enterprise Value Equity Value Announced Target Buyer Equity Value Enterprise Value (b) / LTM EBITDA (c) / LTM Net Income (c) 01/18/2013 Yonekyu Corp. Mitsubishi Corporation $268.1 $176.9 6.2x NM 10/15/2012 Synear Food Holdings Ltd Management 209.3 119.6 6.7x NM 10/03/2012 Feihe International, Inc. Chairman; Morgan Stanley PE Asia 146.4 205.6 8.0x 9.9x 08/20/2012 Wuhan Asia-Pacific Condiments Co., Ltd. McCormick & Company, Incorporated 141.0 141.0 12.0x NA 12/05/2011 National Beef Packing Co. LLC Leucadia National Corp. 1,099.3 1,409.0 4.3x 4.3x 08/15/2011 Stavropolskiy Broiler ZAO Resurs Group 160.0 160.0 NA NM 06/14/2010 Keystone Foods, LLC Marfrig Alimentos SA 1,260.0 1,260.0 NA NA 06/11/2010 AFFCO Holdings Ltd. Talleys Group Limited 128.6 183.7 6.0x 7.2x 01/15/2010 Viskase Companies Inc. Icahn Enterprises, L.P. 184.9 321.9 6.4x 11.0x 03/05/2008 Swift Australia (Southern) Pty Ltd. JBS Australia Pty Limited 100.0 150.0 NA NA 03/04/2008 JBS Packerland Inc. JBS S.A. 575.5 575.5 NA NM Min 4.3x 4.3x Mean 7.1x 8.1x Median 6.4x 8.5x Max 12.0x 11.0x 03/27/2012 ZENITH (d) Chairman; China Wealth Growth Fund $503.5 $818.6 8.5x 11.5x

Confidential - For the Special Committee's Use Only Project ZENITH 24 Selected Premiums Paid Analysis Selected Premiums Analysis ― US - Listed Chinese Companies M&A Transactions Since 2008 (a) III. VALUATION ANALYSIS Source: Capital IQ as of February 6, 2013, company filings and press releases. Notes: (a) Selected announced or completed change - of - control M&A transactions of U.S - listed Chinese companies with implied equity value between $100 million and $1.5 billion since 2008; no transactions meeting selection criteria in 2008 and 2009. (b) Used first offer price. (c) Used mid - point of offer range for analysis. Date Offer Price (b) Spot Premiums Paid to Market Announced Target Acquiror (US$) 1-Day 1-Week 1-Month 3-Month 12/26/2012 BCD Semiconductor Manufacturing Limited Diodes Incorporated 8.00$ 106.2% 113.3% 100.5% 121.0% 10/15/2012 Yongye International, Inc. Chairman, Abax, Full Alliance, Morgan Stanley PE Asia 6.60 37.8% 41.0% 52.8% 117.1% 10/03/2012 Feihe International, Inc. Chairman, Morgan Stanley PE Asia 7.40 21.3% 29.8% 21.1% 19.5% 09/27/2012 China Kanghui Holdings Medtronic, Inc. 30.75 25.5% 22.5% 33.8% 56.1% 09/26/2012 7 Days Group Holdings Limited Chairman, Carlyle, Sequoia 12.70 20.2% 38.8% 37.6% 24.4% 09/12/2012 3SBio Inc. Chairman, CPEChina, CITIC PE 15.00 29.4% 33.9% 33.6% 26.2% 07/06/2012 ShangPharma Corporation (c) Chairman, ChemPartner, TPG 9.00 30.8% 32.2% 48.5% 10.2% 05/09/2012 China Nuokang Bio-Pharmaceutical Inc. Chairman 5.80 56.8% 58.9% 59.8% 141.7% 04/02/2012 Winner Medical Group Inc. Chairman 4.30 26.5% 36.5% 16.2% 64.8% 02/21/2012 China TransInfo Technology Corp. Chairman, SAIF 5.65 9.7% 16.0% 20.0% 65.7% 11/21/2011 Global Education & Technology Group Limited Pearson plc 11.01 105.0% 230.5% 245.0% 117.5% 10/28/2011 China Real Estate Information Corporation E-House (China) Holdings Limited 6.62 22.5% 32.9% 35.0% 2.1% 09/29/2011 LianDi Clean Technology, Inc. SJI Inc. 4.80 166.7% 128.6% 128.6% 102.5% 06/27/2011 Tiens Biotech Group (USA), Inc. Chairman 1.72 67.0% 59.3% 29.3% 22.9% 06/03/2011 Acorn International, Inc. Individual investors 6.00 33.9% 38.2% 20.2% 37.3% 03/25/2011 Funtalk China Holdings Limited Management, PAG 7.10 15.4% 23.9% 43.4% 32.7% 03/07/2011 China Fire & Security Group, Inc. Management, Bain Capital 9.00 43.8% 56.5% 57.1% 26.2% 01/28/2011 China Security & Surveillance Technology, Inc. Chairman 6.50 33.2% 34.9% 23.1% 20.4% 11/11/2010 Chemspec International Limited Chairman, Primavera Capital 8.00 26.6% 20.7% 26.8% 6.1% 11/03/2010 Fushi Copperweld, Inc. Chairman, Abax Global 11.50 26.4% 17.3% 29.2% 39.7% 10/28/2010 BMP Sunstone Corporation Sanofi-Aventis 10.00 30.5% 28.2% 26.4% 51.5% 10/11/2010 Harbin Electric, Inc. Chairman, Baring Asia 24.00 20.2% 36.2% 45.5% 35.9% 08/03/2010 Hanwha SolarOne Co., Ltd Hanwha Solar Holdings Co., Ltd. 10.72 4.6% 7.2% 44.3% 33.5% 04/08/2010 Tongjitang Chinese Medicines Company Chairman, Fosun International 4.50 19.0% 20.3% 18.1% 21.3% Min 4.6% 7.2% 16.2% 2.1% Mean 40.8% 48.2% 49.8% 49.8% Median 28.0% 34.4% 34.4% 34.7% Max 166.7% 230.5% 245.0% 141.7% 03/27/2012 ZENITH Chairman, China Wealth Growth Fund 13.50$ 46.6% 58.8% 20.4% 57.9%

Confidential - For the Special Committee's Use Only Project ZENITH 25 Discounted Cash Flow Analysis III. VALUATION ANALYSIS Notes: (a) Based on Company Forecasts provided to Cowen on December 13, 2012. (b) EBIAT represents earnings before interest and after taxes. (c) Discount rate based on Cowen estimates derived from a weighted average cost of capital analysis of selected public companie s. (d) Exit multiples based on Cowen estimates derived from selected public companies statistics. (e) Preliminary management net debt estimates for December 31, 2012 provided to Cowen on February 1, 2013. Projected Cash Flows (US$ in millions) Implied Enterprise Value (US$ in millions) Implied Equity Value (US$ in millions) Implied Value Per Share (US$) Implied Perpetuity Growth Rate Net Debt (e) Projected (a) Fiscal year ended December 31, 2013 2014 2015 2016 EBITDA 138.9$ 138.1$ 152.2$ 166.6$ Depreciation & amortization 43.2 51.3 57.8 63.4 EBIT 95.7 86.8 94.4 103.2 Less: Taxes 8.4 7.7 8.8 9.8 EBIAT (b) 87.3 79.1 85.6 93.4 Plus: Depreciation & amortization 43.2 51.3 57.8 63.4 Less: Capital expenditures, net (68.0) (121.0) (98.0) (83.0) Decrease / (Increase) in working capital (1.6) (6.5) (5.5) (6.5) Unlevered free cash flow 60.9$ 2.9$ 39.9$ 67.3$ Net debt $315.1 315.1 315.1 315.1 315.1 Discount Terminal multiple of 2016 EBITDA (d) Rate (c) 5.0x 5.5x 6.0x 6.5x 7.0x 8.5% $745.2 $805.3 $865.4 $925.5 $985.7 9.5% 720.9 778.9 836.8 894.8 952.7 10.5% 697.7 753.6 809.4 865.3 921.2 11.5% 675.5 729.4 783.2 837.1 891.0 12.5% 654.2 706.2 758.2 810.2 862.2 Discount Terminal multiple of 2016 EBITDA (d) Rate (c) 5.0x 5.5x 6.0x 6.5x 7.0x 8.5% $430.1 $490.2 $550.3 $610.4 $670.5 9.5% 405.8 463.8 521.7 579.6 637.6 10.5% 382.6 438.5 494.3 550.2 606.1 11.5% 360.3 414.2 468.1 522.0 575.9 12.5% 339.1 391.1 443.1 495.1 547.1 Discount Terminal multiple of 2016 EBITDA (d) Rate (c) 5.0x 5.5x 6.0x 6.5x 7.0x 8.5% $11.54 $13.15 $14.74 $16.33 $17.91 9.5% 10.87 12.41 13.94 15.46 16.99 10.5% 10.25 11.74 13.21 14.69 16.16 11.5% 9.66 11.10 12.52 13.95 15.37 12.5% 9.10 10.48 11.86 13.24 14.61 Discount Terminal multiple of 2016 EBITDA (d) Rate (c) 5.0x 5.5x 6.0x 6.5x 7.0x 8.5% 0.4% 1.1% 1.7% 2.2% 2.6% 9.5% 1.3% 2.0% 2.6% 3.1% 3.5% 10.5% 2.2% 2.9% 3.5% 4.0% 4.5% 11.5% 3.2% 3.9% 4.5% 5.0% 5.4% 12.5% 4.1% 4.8% 5.4% 5.9% 6.4%

Confidential - For the Special Committee's Use Only Project ZENITH 26 Equity Invested Projected Financial Summary (US$ in millions) Illustrative LBO Analysis III. VALUATION ANALYSIS Notes: US$ in millions, except per share data. Assumes transaction closes on March 31, 2013. (a) Assumes a 3.50x debt / LTM EBITDA leverage ratio. (b) Interest rate assumed to be 7.00% for Term Loan. (c) Assumes buyer retains 100% of equity interest post - deal. (d) LTM EBITDA of $112.9 million as of March 31, 2013 pro - forma based on Company Forecasts. (e) Estimated legal and advisory fees at entry and exit. Expenses at entry also include financing fees. (f) Exit value of equity equal to total sponsor and management equity. (g) Based on Company Forecasts provided to Cowen on December 13, 2012. (h) Interest and Capex pro - forma for the full year. (i) Debt amortization assumes cash sweep. Key Assumptions at Midpoint Valuation Equity Returns Analysis (c) – 2016 Exit Equity at Entry/Exit Mid - Point Premiums Paid Analysis Entry EBITDA Equity Mult. Capitalization $mm % of cap 5.50x $626.1 $230.9 36.9% 6.00x $682.6 $287.3 42.1% 6.50x $739.0 $343.8 46.5% Entry EBITDA Implied Equity Implied Implied Multiple TEV Value Pur. Price Premium 5.50x $621.1 $306.0 $8.22 (10.7%) 5.75x $649.3 $334.2 $8.98 (2.5%) 6.00x $677.6 $362.5 $9.74 5.7% 6.25x $705.8 $390.7 $10.49 13.9% 6.50x $734.0 $418.9 $11.24 22.1% Term Loan 3.50x Max. Leverage (a) 3.50x Int. Rate on Term Loan (b) 7.00% Tax Rate 10.66% Sources ($mm) Uses ($mm) Term Loan $395.2 Equity value @$9.74 $362.5 Net Debt 315.1 Sponsor Equity (c) 287.3 Fees / Expenses (c) 5.0 Total Sources $682.6 Total Uses $682.6 Entry Exit Multiple Multiple 5.00x 5.50x 6.00x 6.50x 7.00x 5.50x 23% 28% 32% 37% 41% 5.75x 19% 24% 28% 33% 36% 6.00x 16% 21% 25% 29% 33% 6.25x 13% 18% 22% 26% 29% 6.50x 10% 15% 19% 23% 26% Entry 3/31/2013 (d) Exit 2016 EBITDA $112.9 $166.6 TEV Multiple 6.00x 6.00x Implied TEV $677.6 $999.6 Less: Net Debt (395.2) (332.7) Fees/Expenses (e) 5.0 (3.3) Equity (f) $287.3 $663.6 Fiscal Year Ending December 31, (g) LTM 3/31/2013 (d) PF2013F (h) 2014F 2015F 2016F Summary Credit Statistics EBITDA $112.9 $138.9 $138.1 $152.2 $166.6 Term Loan / EBITDA 3.50x 2.66x 2.83x 2.47x 2.00x EBITDA / Total Interest – 5.2x 5.2x 5.7x 6.7x (EBITDA - CapEx) / Total Interest – 2.7x 0.6x 2.0x 3.4x Summary Balance Sheet Data Total Debt (i) $395.2 $368.8 $391.3 $376.6 $332.7 % Term Loan Debt Remaining 100.0% 93.3% 99.0% 95.3% 84.2%

Project ZENITH Confidential - For the Special Committee's Use Only IV. Appendix

Confidential - For the Special Committee's Use Only Project ZENITH 28 Weighted Average Cost of Capital Calculation IV. APPENDIX Weighted Average Cost of Capital Calculation Notes: (a) 10 - year U.S. Treasury rate per Capital IQ as of February 6, 2013. (b) Based on selected public company betas per Bloomberg as of February 6, 2013. (c) Equity risk premium and unaffected size premium per 2012 Ibbotson Risk Premia Over Time Report . (d) Per Country Default Spreads and Risk Premiums by Aswath Damodaran, January 2013. (e) Per ZENITH current weighted cost of debt as of September 30, 2012. (f) Effective tax rate of 10.6% per Company Forecasts. (g) Assumes a target debt to capitalization ratio of 29.6% based upon capital structure analysis of selected public companies. Cost of Equity (K e ) Risk Free Rate (10 Year U.S. Treasury) (a) 2.0% Levered beta (b) 0.95 Equity risk premium (c) 6.6% Unaffected size premium (c) 2.8% Country risk premium (d) 1.1% K e = 12.2% After Tax Cost of Debt (AT K d ) Pre-tax cost of debt (e) 6.4% Effective corporate tax rate (f) 10.6% AT K d = 5.7% Weighted Average Cost of Capital (WACC) Weighted Cost of Debt (g) 1.7% Weighted Cost of Equity (g) 8.6% WACC = 10.3%

Confidential - For the Special Committee's Use Only Project ZENITH 29 Management Forecasts vs. Wall Street Estimates IV. APPENDIX Notes: (a) Based on unaudited preliminary management estimates provided to Cowen on January 22, 2013. (b) Based on the average from Roth Capital (May 10, 2012), Piper Jaffray (May 10, 2012), Oppenheimer (May 10, 2012), Cowen (May 10, 2012) and Maxim (May 11, 2012) research reports. (c) Based on Company Forecasts as of May 2012. (d) Represents the percentage difference between the Wall Street Estimates and Company Forecasts. (e) Based on consensus estimates from Capital IQ as of February 6, 2013. (f) Based on Company Forecasts provided to Cowen on December 13, 2012. 2012E 2013F Latest Company Wall Street Estimates Company Forecasts Wall Street Company Estimates (a) in May 2012 (b) in May 2012 (c) Delta (d) Estimates (e) Forecasts (f) Delta (d) Revenue $1,641.1 $1,597.1 $1,775.4 11.2% $1,835.3 $1,932.6 5.3% % of Latest Company Estimates - 97.3% 108.2% EBITDA $104.2 $104.4 $136.3 30.6% $106.4 $138.9 30.5% % of Latest Company Estimates - 100.1% 130.8% Diluted EPS $1.39 $1.49 $1.91 28.0% $1.47 $1.89 29.2% % of Latest Company Estimates - 107.3% 137.4% Growth Revenue 12.7% 9.7% 21.9% 12.2% 11.8% 17.8% 5.9% EBITDA (2.9%) (2.8%) 27.0% 29.8% 2.1% 33.3% 31.2% Net Income (19.5%) (8.3%) 12.5% 20.8% 5.4% 36.2% 30.8% Margins EBITDA Margin 6.3% 6.5% 7.7% 1.1% 5.8% 7.2% 1.4% Net Margin 3.2% 3.7% 4.1% 0.4% 3.0% 3.6% 0.7%

EX-99.C3

Zhongpin Inc. Fairness Analysis Presented to the Special Committee of Independent Directors February 8, 2013 The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to who m it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff & Phelps, LLC and its affiliates.

2 Duff & Phelps Disclaimer • The following pages contain material that is being provided by Duff & Phelps, LLC (“ Duff & Phelps ”) to the Special Committee of independent directors (the “ Special Committee ”) of the Board of Directors (the “ Board of Directors ”) of Zhongpin Inc . (“ Zhongpin ” or the “ Company ”) in the context of a meeting held to consider a Proposed Transaction (defined herein) . • The accompanying material was, and any Opinion (as defined herein) will be, compiled on a confidential basis for the sole use and benefit of the Special Committee in connection with their evaluation of the Proposed Transaction and may not be distributed to any other party, publicly disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps . • Because this material was prepared for use in the context of an oral presentation to the Special Committee, whose members are familiar with the business and affairs of the Company, neither the Company nor Duff & Phelps, nor any of their respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Special Committee . • These materials are not intended to represent an Opinion but rather to serve as discussion materials for the Special Committee and as a summary of the basis upon which Duff & Phelps may render an Opinion . • Any Opinion provided by Duff & Phelps would not : (i) address the merits of the underlying business decision of the Special Committee, the Board of Directors or the Company or any other party to the Proposed Transaction to enter into the Proposed Transaction versus any alternative strategy or transaction ; (ii) constitute a recommendation to the Special Committee, the Board of Directors, the Company or any other person as to how such person should vote or as to any other specific action that should be taken in connection with the Proposed Transaction ; or (iii) create any fiduciary duty on Duff & Phelps’ part to any party . • The information utilized in preparing this presentation was obtained from the Company and from public sources . Any estimates and projections contained herein have been prepared by the management of the Company and involve numerous and significant subjective determinations, which may or may not prove to be correct . No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past or the future . Duff & Phelps did not attempt to independently verify such information . • No selected company or selected transaction used in our analysis is directly comparable to the Company or the Proposed Transaction . • Duff & Phelps’ affiliate, Duff & Phelps Securities, LLC (“ DPS ”), has acted as financial advisor to the Special Committee providing such financial and market related advice and assistance as deemed appropriate in connection with the Proposed Transaction, including assisting t he Special Committee in initiating, soliciting and encouraging any alternative transaction proposals from third parties pursuant to the “Go - Shop Period” provision of the Merger Agreement, and will receive a fee for its services.

3 Table of Contents 1. Introduction and Transaction Overview 2. Valuation Analysis – Discounted Cash Flow Analysis – Selected Public Companies / M&A Transactions Analysis 3. Valuation Summary Appendix 1. Assumptions, Qualifications, and Limiting Conditions 2. Premiums Paid Analysis

Introduction and Transaction Overview Section 01

5 Introduction and Transaction Overview The Engagement • Duff & Phelps was retained by the Special Committee to serve as independent financial advisor to the Special Committee of independent directors of the Company (solely in its capacity as such) . • Specifically, Duff & Phelps has been asked to provide an opinion (the “ Opinion ”) to the Special Committee of independent directors as of the date hereof as to the fairness, from a financial point of view, to the public stockholders of the Company (other than the Consortium Members, as defined herein, and affiliates of the Consortium Members to the extent applicable and shares held by stockholders who have exercised, perfected and not withdrawn a demand for or lost the right to, appraisal rights under the Delaware General Corporation Law ), of the Per Share Merger Consideration (as defined herein) to be received by such holders in the Proposed Transaction (without giving effect to any impact of the Proposed Transaction on any particular stockholder other than in its capacity as a stockholder) . The Proposed Transaction • The Proposed Transaction involves an Amended and Restated Agreement and Plan of Merger (the “ Merger Agreement ”) dated February 8 , 2013 among the Company, Golden Bridge Holdings Limited, Golden Bridge Merger Sub Limited and Mr . Xianfu Zhu, the Chief Executive Officer and Chairman of the Company’s Board of Directors, that proposes a "going - private" transaction involving the acquisition of all of the outstanding shares of the Company's common stock not beneficially owned by Mr . Xianfu Zhu and certain rollover investors (together, the " Consortium Members " or the “ Insider ”) at a price of US $ 13 . 50 per share in cash (the “ Per Share Merger Consideration ”) . We understand the Insider’s ownership position is approximately 26 % of the Company’s issued and outstanding common stock . The terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement .

6 Introduction and Transaction Overview Scope of Analysis • In connection with our analysis, Duff & Phelps has made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances . 1. Reviewed the following documents : – The Company’s annual reports and audited financial statements on Form 10 - K filed with the Securities and Exchange Commission (“ SEC ”) for the years ended December 31 , 2011 and 2010 and the Company’s unaudited interim financial statements for the nine months ended September 30 , 2012 and 2011 ; – A detailed financial projections model, prepared by and provided to us by management of the Company, upon which we have relied in performing our analysis (the “ Management Projections ”) ; – Other internal documents relating to the history, current operations, and probable future outlook of the Company, including financial projections, provided to us by management of the Company ; – A letter dated February 5 , 2013 from the management of the Company which made certain representations as to the Management Projections and the underlying assumptions for the Company (the “ Management Representation Letter ”) ; and – Documents related to the Proposed Transaction, including the Merger Agreement ; 2. Discussed the information referred to above and the background and other elements of the Proposed Transaction with the management of the Company ; 3. Reviewed the historical trading price and trading volume of the Company’s common stock, and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant ; 4. Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques, including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, an analysis of selected transactions that Duff & Phelps deemed relevant, and an analysis of premiums paid in selected transactions that Duff & Phelps deemed relevant ; and 5. Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate .

7 Introduction and Transaction Overview Top Stockholders (1) 513,000 out of 787,000 outstanding options are in - the - money at the $13.50 per share offer price. Out - of - the - money options to be terminated in connection with the Proposed Transaction. Source: Company filings, Capital IQ, Company provided Zhongpin Inc. - Ownership Current Stockholders Shares % of Diluted Shares Consortium Members Xianfu Zhu (Chairman, CEO) 6,442,506 17.1% Baoke Ben (Director, Executive Vice President) 888,125 2.4% Chaoyang Liu (Vice President) 619,874 1.6% Qinghe Wang (Engineer, Henan Zhongpin Food Share) 612,000 1.6% Shuichi Si (Veterinary, Henan Zhongpin Food Share) 594,000 1.6% Juanjuan Wang (Human Resources, Henan Zhongpin Food Share) 531,000 1.4% Total Consortium Members 9,687,505 25.7% Top Institutional Holders Prestige Trade Investments Limited 3,194,893 8.5% Caledonia Investments plc 2,280,527 6.0% The Oxford Asset Management Co Ltd 848,871 2.3% First Wilshire Securities Management, Inc. 825,975 2.2% BI Asset Management Fondsmæglerselskab AS 516,240 1.4% Total Top Institutional Holders 7,666,506 20.3% Other Public Stockholders 19,855,333 52.6% Total Shares Issued & Outstanding 37,209,344 98.6% Options In-the-Money at Offer Price (1) 513,000 1.4% Fully Diluted Shares Issued and Outstanding at Offer Price 37,722,344 100.0% In - the - Money Options 1.4% Consortium Members 25.7% Top Institutional Holders 20.3% Other Public Stockholders 52.6%

8 Introduction and Transaction Overview Stock Trading Analysis Source: Capital IQ Zhongpin Inc. - Trading History February 6 , 2012 to February 6 , 2013 0.0 500.0 1,000.0 1,500.0 2,000.0 2,500.0 3,000.0 3,500.0 4,000.0 4,500.0 $5.50 $6.50 $7.50 $8.50 $9.50 $10.50 $11.50 $12.50 $13.50 $14.50 $15.50 Volume (thousands) Share Price Volume Price Offer: $13.50 30-day Trailing VWAP 60-day Trailing VWAP 90-day Trailing VWAP (1) Trailing Volume Weighted Average Price (VWAP) March 13, 2012 Zhongpin reports FY '11 earnings results. The Company reported sales of $1.45 billion and EPS of $1.66. May 9, 2012 Zhongpin reports Q1 '12 earnings results. The Company reported sales of $374 million and EPS of $0.33. August 9, 2012 Zhongpin reports Q2 '12 earnings results. The Company reported sales of $408 million and EPS of $0.29. November 8, 2012 Zhongpin reports Q3 '12 earnings results. The Company reported sales of $416 million and EPS of $0.30. March 27, 2012 Zhongpin receives a n on - binding offer from Chairman, Xianfu Zhu, to acquire remaining shares of Zhongpin for $13.50. November 26, 2012 Zhongpin enters into a definitive agreement and plan of merger with Golden Bridge Holdings Limited and Xianfu Zhu, the Company's Chairman and CEO. Offer Price Premium Relative to: 30 - Day VWAP (1) 40.6% 35.6% 37.6% 60 - Day VWAP (1) 90 - Day VWAP (1) One Day Prior 46.6% $9.60 $9.96 $9.81 $9.21 Price Premium One year prior to Offer Post Offer Average Closing Price $10.85 Average Closing Price $10.79 High $17.01 High $12.96 Low $6.69 Low $9.06 Average Daily Volume (000s) 594.4 Average Daily Volume (000s) 231.8 % of Shares Issued and Outstanding 1.6% % of Shares Issued and Outstanding 0.6%

9 Introduction and Transaction Overview Proposed Transaction Note: EBITDA and Net Income are adjusted to exclude public company costs and non - recurring income (expenses). (1) Including short - term and long - term loans, bank notes payable (net of $95.9 million restricted cash) and capital lease obligations. (2) Estimated at book value. (3 ) Including deferred subsidies (current and long - term portion) net of long - term investment. LTM = Latest Twelve Months ending September 30, 2012 unless otherwise stated Source: Company filings, Capital IQ, Company provided Zhongpin Inc. - Implied Multiples Analysis ($ in millions, except per share data) Financials Offer 9/30/2012 $13.50 Fully Diluted Shares Issued and Outstanding 37.21 37.72 Market Value of Common Equity $509.3 Plus: Debt (1) $459.3 459.3 Plus: Noncontrolling Interest (2) 2.0 2.0 Plus: Non Operating Liabilities, net (3) 1.5 1.5 Less: Cash and Equivalents (146.2) (146.2) Less: Proceeds from Exercise of In-the-Money Options (5.8) Less: PV of Government Subsidies (37.4) (37.4) Less: (Excess) / Deficit Net Working Capital (37.3) (37.3) Implied Enterprise Value $745.3 Implied Multiples: EV / LTM Net Revenue $1,604.0 0.46x EV / LTM EBITDA 98.2 7.6x Price / LTM EPS 1.20 11.2x Management Projections: EV / 2013 Revenue $1,932.6 0.39x EV / 2013 EBITDA 140.1 5.3x EV / 2013 EBITDA - Capex 72.1 10.3x Price / 2013 EPS 1.92 7.0x Price / Book Value $14.25 0.95x Zhongpin Inc. - Premium Analysis Closing Implied Price Premium Current stock price (2/6/13) $12.81 5.4% One-day prior to offer (3/26/12) $9.21 46.6% One-week prior to offer (3/21/12) $8.74 54.5% 30-days trailing VWAP prior to offer $9.60 40.6% 60-days trailing VWAP prior to offer $9.96 35.6% 90-days trailing VWAP prior to offer $9.81 37.6% Offer $13.50 Source: Capital IQ and SEC filings

10 Valuation Range Conclusions (USD in thousands, except per share data) Low High Enterprise Value Discounted Cash Flow Analysis $727,000 - $825,000 Selected Public Companies Analysis 728,000 - 818,500 Enterprise Value Range $727,500 - $822,000 Plus: Proceeds from Exercise of In-the-Money Options (1) $2,562 - $10,013 Plus: Excess/(Deficit) Net Working Capital 37,335 - 37,335 Plus: PV of Government Subsidies (2) 36,124 - 38,853 Less: Non Operating Liabilities, net (3) (1,520) - (1,520) Less: Debt (4) (459,339) - (459,339) Less: Noncontrolling Interest (5) (1,990) - (1,990) Value Attributable to Fully Diluted Shares (Excluding Cash) $340,673 - $445,352 Fully Diluted Shares Issued and Outstanding 37,482,344 37,996,344 Per Share Price Range (Excluding Excess Cash) $9.09 - $11.72 Plus: Excess Cash $146,240 - $146,240 Cash Value Per Fully Diluted Share Issued and Outstanding $3.90 - $3.85 Offer Price Per Share Price Range $12.99 - $15.57 $13.50 Implied Valuation Multiples EV / LTM EBITDA $98,243 7.4x - 8.4x EV / 2013 EBITDA 140,094 5.2x - 5.9x EV / 2014 EBITDA 139,388 5.2x - 5.9x - EV / 2013 EBITDA less Capex $72,094 10.1x - 11.4x EV / LTM Revenue $1,603,970 0.45x - 0.51x EV / 2013 Revenue 1,932,600 0.38x - 0.43x EV / 2014 Revenue 2,084,000 0.35x - 0.39x P/ Book Value $14.25 0.91x - 1.09x Introduction and Transaction Overview Per Share Valuation Note: EBITDA and Net Income are adjusted to exclude public company costs and non - recurring income (expenses). (1) D oes not include out - of - the - money options which are to be terminated in connection with the Proposed Transaction. (2) Assumed that the Government Subsidies continue forever into perpetuity. (3) Including deferred subsidies (current and long - term portion) net of long - term investment. (4) Including short - term and long - term loans, bank notes payable (net of $95.9 million restricted cash) and capital lease obligations. (5) Estimated at book value .

11 Introduction and Transaction Overview Stock Price Range $12.98 $13.00 $11.57 $10.00 $10.50 $11.00 $11.50 $12.00 $12.50 $13.00 $13.50 $14.00 $14.50 $15.00 $15.50 $16.00 Discounted Cash Flow Analysis Selected Public Companies / M&A Transactions Analysis Premiums Paid Analysis Value Per Share $15.48 $15.65 $14.88 $13.50 Offer Price

Valuation Analysis Section 02

13 Valuation Analysis Discounted Cash Flow Analysis - Methodology and Key Assumptions Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows . • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders . • Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk . • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles . Discounted Cash Flow Key Assumptions • Duff & Phelps used financial projections as provided by the Company’s management for the years ending December 31 , 2012 - 2016 (excluding public company expenses, as provided by Company management) and extrapolated such financial projections for another four years . • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula . • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 11 . 25 % to 12 . 25 % , derived from the Capital Asset Pricing Model . • The following is a summary of the Management P rojections and extrapolations of such projections utilized in the discounted cash flow analysis : – The Company’s net revenue is projected to increase at a compound annual growth rate (“ CAGR ”) of 7 . 2 % over the ten - year period ending 2021 . – EBITDA is projected to increase at a CAGR of 6 . 7 % over the ten - year period ending 2021 . – The Company’s average EBITDA margin over the 2012 - 2021 projection period is 7 . 0 % . – Capital expenditures (“ Capex ”) are projected to average approximately 3 . 9 % of net revenue over the period from 2012 through 2021 .

14 Valuation Analysis Financial Performance (1) Gross p rofit excludes depreciation and amortization. Note: Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses). As of the date of this presentation the Company has not filed its Q4 or full year 2012 financial statements with the SEC. Source: SEC filings, Company management Performance Metrics Base Case (USD in thousands) LTM 2008A 2009A 2010A 2011A 9/30/2012 2012P 2013P 2014P 2015P 2016P Net Revenue $539,825 $726,037 $946,720 $1,456,208 $1,603,970 $1,656,200 $1,932,600 $2,084,000 $2,218,300 $2,376,600 Growth 34.5% 30.4% 53.8% 20.0% 13.7% 16.7% 7.8% 6.4% 7.1% Gross Profit (1) $73,928 $96,009 $125,766 $170,630 $171,192 $188,700 $221,600 $226,700 $246,000 $266,700 Margin 13.7% 13.2% 13.3% 11.7% 10.7% 11.4% 11.5% 10.9% 11.1% 11.2% EBITDA $46,229 $63,342 $81,237 $108,220 $98,243 $114,924 $140,094 $139,388 $153,571 $168,069 Margin 8.6% 8.7% 8.6% 7.4% 6.1% 6.9% 7.2% 6.7% 6.9% 7.1% Growth 37.0% 28.3% 33.2% (10.9%) 6.2% 21.9% (0.5%) 10.2% 9.4% EBITDA Less CAPEX ($61,493) ($59,398) ($16,584) ($60,746) ($32,631) ($1,276) $72,094 $18,388 $55,571 $85,069 Margin (11.4%) (8.2%) (1.8%) (4.2%) (2.0%) (0.1%) 3.7% 0.9% 2.5% 3.6% EBIT $40,862 $53,811 $66,201 $88,918 $73,876 $83,424 $96,894 $88,088 $95,771 $104,669 Margin 7.6% 7.4% 7.0% 6.1% 4.6% 5.0% 5.0% 4.2% 4.3% 4.4% Growth 31.7% 23.0% 34.3% (19.8%) (6.2%) 16.1% (9.1%) 8.7% 9.3% Net Income Attributable to Shareholders $35,218 $47,198 $58,245 $66,343 $44,871 $54,122 $71,467 $65,951 $75,315 $84,002 Margin 6.5% 6.5% 6.2% 4.6% 2.8% 3.3% 3.7% 3.2% 3.4% 3.5% Growth 34.0% 23.4% 13.9% (38.7%) (18.4%) 32.0% (7.7%) 14.2% 11.5% Diluted EPS $1.18 $1.51 $1.65 $1.72 $1.20 $1.45 $1.92 $1.77 $2.02 $2.25 Growth 28.0% 9.3% 4.2% (37.4%) (15.6%) 32.0% (7.7%) 14.2% 11.5% Capital Expenditures $107,723 $122,741 $97,822 $168,966 $130,875 $116,200 $68,000 $121,000 $98,000 $83,000 as % of Net Revenue 20.0% 16.9% 10.3% 11.6% 8.2% 7.0% 3.5% 5.8% 4.4% 3.5% Net Working Capital $27,322 $48,352 $67,091 $95,051 $189,771 $157,400 $159,100 $165,800 $171,300 $178,000 as % of Net Revenue 5.1% 6.7% 7.1% 6.5% 11.8% 9.5% 8.2% 8.0% 7.7% 7.5%

15 Valuation Analysis DCF Valuation Summary (1) Assumed tax rate of approximately 10.6% continues into perpetuity . Note: Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses). Years 2017 - 2020, not shown in the summary table above, are included in the financial projections model. Discounted Cash Flow Analysis (USD in thousands) LTM CAGR 9/30/2012 2012P 2013P 2014P 2015P 2016P 2021P 3 Year 5 Year 10 Year Net Revenue $1,603,970 $1,656,200 $1,932,600 $2,084,000 $2,218,300 $2,376,600 $2,918,496 12.7% 10.3% 7.2% Growth 20.0% 13.7% 16.7% 7.8% 6.4% 7.1% 3.0% EBITDA $98,243 $114,924 $140,094 $139,388 $153,571 $168,069 $206,391 EBITDA Margin 6.1% 6.9% 7.2% 6.7% 6.9% 7.1% 7.1% Growth (10.9%) 6.2% 21.9% (0.5%) 10.2% 9.4% 3.0% 8.8% 9.2% 6.7% 10/12-12/12 Earnings Before Interest and Taxes $26,639 $96,894 $88,088 $95,771 $104,669 $126,378 Pro Forma Taxes @ 10.6% (1) (2,570) (10,329) (9,356) (10,179) (11,101) (13,396) Net Operating Profit After Tax $24,069 $86,566 $78,732 $85,592 $93,568 $112,982 Depreciation & Amortization $12,505 $43,200 $51,300 $57,800 $63,400 $80,012 Capital Expenditures (31,005) (68,000) (121,000) (98,000) (83,000) (87,555) (Increase) / Decrease in Working Capital (4,964) (1,700) (6,700) (5,500) (6,700) (6,367) Free Cash Flow $605 $60,066 $2,332 $39,892 $67,268 $99,073 Enterprise Value Range Low High Weighted Average Cost of Capital 12.25% - 11.25% Concluded Enterprise Value Range (Rounded) $727,000 - $825,000 Implied Valuation Multiples EV / LTM EBITDA $98,243 7.4x - 8.4x EV / 2013 EBITDA 140,094 5.2x - 5.9x EV / 2014 EBITDA 139,388 5.2x - 5.9x EV / 2013 EBITDA less Capex $72,094 10.1x - 11.4x EV / LTM Revenue $1,603,970 0.45x - 0.51x EV / 2013 Revenue 1,932,600 0.38x - 0.43x EV / 2014 Revenue 2,084,000 0.35x - 0.40x P/ Book Value $14.25 0.91x - 1.10x

16 Valuation Analysis Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis • Duff & Phelps reviewed the current trading multiples of 19 publicly traded companies that we determined to be relevant to our analysis . • These companies operate in the global protein processing industry . • Duff & Phelps analyzed the LTM and projected revenue, EBITDA, and EPS for each of the selected publicly traded companies . Selected M&A Transactions Analysis • Duff & Phelps selected merger and acquisition transactions involving target companies that Duff & Phelps determined to be relevant to its analysis . Duff & Phelps computed the LTM EBITDA for each of the target companies (where publicly disclosed) . Duff & Phelps then calculated the implied enterprise value for each transaction to the target’s respective revenue and EBITDA . • Duff & Phelps selected 24 precedent transactions . Duff & Phelps analyzed a number of factors in comparing the Company to the selected public companies and the targets in the selected M&A transactions, including historical and forecasted growth in revenue and profits, profit margins and other characteristics that we deemed relevant . Rather than applying the average or median multiple from the public company set, Duff & Phelps selected multiples that reflect the Company’s size, growth outlook, capital requirements, profit margins, revenue mix, and other characteristics relative to the group . Based on our review of publicly available information, none of the companies utilized for comparative purposes in the following analysis are directly comparable to the Company, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction . Duff & Phelps does not have access to nonpublic information of any of the companies used for comparative purposes . Accordingly, a complete valuation analysis of the Company and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company . Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations . The Company is not directly comparable to the target companies in the Selected M&A Transactions Analysis given certain characteristics of the precedent transactions and the target companies, including direct industry comparability (i . e . , lack of comparable China - based protein processor targets) and lack of recent relevant transactions . Therefore, although reviewed, Duff & Phelps did not select valuation multiples for the Company based on the Selected M&A Transactions Analysis .

17 Valuation Analysis Selected Public Companies Analysis – Financial Metrics (1) EBITDA is adjusted to exclude public company costs and non - recurring income (expenses ). LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non - Controlling Interest) – (Cash & Equivalents) – (Net N on - Operating Assets) EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Bloomberg, Capital IQ, SEC filings Selected Public Company Analysis ($ in millions, except per share data) COMPANY INFORMATION ENTERPRISE VALUE AS MULTIPLE OF Company Name HQ Exchange Stock Price % of 52- Wk High Enterprise Value 3-YR CAGR LTM 2013 2014 3-YR CAGR LTM 2013 2014 3-YR AVG LTM 2013 2014 North America Protein Group Hormel Foods Corporation United States NYSE $35.54 100.0% $8,877 8.0% 4.3% 5.3% 5.0% 8.7% 0.7% 9.7% 8.2% 10.5% 10.3% 10.7% 11.0% Maple Leaf Foods Inc. Canada TSX 13.06 100.0 2,789 -2.3 0.9 2.1 NA 11.5 -11.9 11.8 NA 7.3 7.2 10.2 NA Seaboard Corp. United States AMEX 2,737.03 100.0 2,559 10.4 5.7 NA NA 26.3 -16.3 NA NA 6.8 6.8 NA NA Smithfield Foods, Inc. United States NYSE 23.95 99.6 5,048 1.6 2.3 0.2 3.3 73.0 -32.6 -14.2 4.4 7.1 6.5 6.5 6.5 Tyson Foods Inc. United States NYSE 23.39 100.0 9,528 7.6 1.1 4.1 3.8 26.0 13.5 -1.3 10.4 6.0 5.3 5.0 5.3 Group Median 100.0% 5,048 7.6% 2.3% 3.1% 3.8% 26.0% -11.9% 4.2% 8.2% 7.1% 6.8% 8.3% 6.5% International Protein Group Atria Oyj Finland HLSE $9.85 97.2% $822 -1.4% 0.9% 2.3% 2.4% -10.9% 31.2% 10.7% 2.2% 5.5% 6.1% 6.8% 6.8% Bell AG Switzerland SWX 2,330.08 98.1 1,198 8.6 -3.3 0.9 1.7 10.5 -7.7 -4.3 2.6 7.9 8.0 8.1 8.2 BRF - Brasil Foods S.A. Brazil BOVESPA 21.32 92.2 22,413 5.1 9.9 12.3 9.0 7.8 -25.9 43.8 22.8 9.1 8.3 11.9 13.4 Campofrio Food Group, S.A. Spain CATS 6.33 65.5 1,072 25.0 19.2 2.5 2.3 30.6 -0.4 8.1 11.6 9.1 8.6 8.6 9.3 China Yurun Food Group Ltd. Hong Kong SEHK 0.72 40.9 1,727 35.4 -2.9 17.9 29.4 19.3 NM 77.5 48.4 9.1 NM 4.7 5.4 Cranswick plc United Kingdom LSE 15.58 99.8 825 10.6 10.1 0.0 6.6 5.1 14.6 6.1 5.0 7.8 7.7 7.9 7.8 Fukutome Meat Packers, Ltd. Japan TSE 3.18 99.7 89 -3.7 -5.4 NA NA 1.3 -28.7 NA NA 3.8 2.7 NA NA HKScan Oyj Finland HLSE 5.48 63.6 930 2.8 3.5 2.2 1.8 7.7 10.5 14.7 5.1 5.0 4.6 5.0 5.1 JBS S.A. Brazil BOVESPA 3.70 88.0 18,205 26.8 18.9 8.8 7.7 39.6 35.6 22.7 7.6 5.7 5.9 6.5 6.5 Marfrig Alimentos SA Brazil BOVESPA 5.08 81.8 8,243 52.2 -3.9 13.4 8.1 20.5 -18.2 22.9 12.5 8.1 7.5 8.9 9.3 Minerva S.A Brazil BOVESPA 6.57 99.8 1,599 23.3 13.8 14.5 6.9 29.9 62.7 19.2 -0.3 7.5 10.5 11.1 10.3 Nippon Meat Packers Inc. Japan TSE 14.29 99.3 3,857 -0.4 -0.1 1.5 1.7 2.3 -13.6 1.6 12.5 5.5 4.6 5.0 5.5 People's Food Holdings Ltd. China SGX 1.13 98.2 1,033 15.9 2.4 NA NA -23.0 7.8 NA NA 4.0 3.1 NA NA Starzen Company Limited Japan TSE 2.78 96.3 484 2.0 -2.6 NA NA 8.7 -7.5 NA NA 2.2 2.1 NA NA Group Median 96.7% 1,135 9.6% 1.7% 2.5% 6.6% 8.3% -0.4% 14.7% 7.6% 6.6% 6.1% 7.9% 7.8% Aggregate Mean 90.5% 4,805 12.0% 3.9% 5.9% 6.4% 15.5% 0.8% 15.3% 10.9% 6.7% 6.4% 7.8% 7.9% Aggregate Median 98.2% 1,727 8.0% 2.3% 2.5% 4.4% 10.5% -3.9% 10.7% 7.9% 7.1% 6.7% 7.9% 7.3% Zhongpin Inc. (Management Projections) (1) 39.2% 20.0% 16.7% 7.8% 32.8% -10.9% 21.9% -0.5% 8.2% 6.1% 7.2% 6.7% MARKET DATA REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN February 6, 2013

18 Valuation Analysis Selected Public Companies Analysis – Market Multiples LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non - Controlling Interest) – (Cash & Equivalents) – (Net N on - Operating Assets) EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization EPS = Earnings Per Share Source: Bloomberg, Capital IQ, SEC filings Selected Public Company Analysis ($ in millions, except per share data) COMPANY INFORMATION ENTERPRISE VALUE AS MULTIPLE OF PRICE AS A MULTIPLE OF Company Name HQ Exchange Stock Price % of 52- Wk High Enterprise Value LTM EBITDA 2013 EBITDA 2014 EBITDA 2013 EBITDA - CapEx 2014 EBITDA - CapEx LTM Revenue 2013 Revenue LTM EPS 2013 EPS 2014 EPS Book Value North America Protein Group Hormel Foods Corporation United States NYSE $35.54 100.0% $8,877 10.5x 9.6x 8.8x 11.2x 10.3x 1.08x 1.02x 19.1x 18.1x 16.1x 3.31x Maple Leaf Foods Inc. Canada TSX 13.06 100.0 2,789 7.8 5.9 5.3 NM NA 0.57 0.55 16.3 11.4 10.0 2.18 Seaboard Corp. United States AMEX 2,737.03 100.0 2,559 6.4 NA NA NA NA 0.44 NA 11.7 NA NA 1.45 Smithfield Foods, Inc. United States NYSE 23.95 99.6 5,048 6.0 6.0 5.7 9.2 8.6 0.39 0.38 12.5 11.5 9.4 1.02 Tyson Foods Inc. United States NYSE 23.39 100.0 9,528 5.4 5.5 5.0 8.1 7.3 0.29 0.28 12.3 12.1 10.6 1.37 Group Median 100.0% 5,048 6.4x 5.9x 5.5x 9.2x 8.6x 0.44x 0.47x 12.5x 11.8x 10.3x 1.45x International Protein Group Atria Oyj Finland HLSE $9.85 97.2% $822 7.6x 6.5x 6.4x 13.5x 13.2x 0.46x 0.45x 35.1x 10.0x 8.8x 0.48x Bell AG Switzerland SWX 2,330.08 98.1 1,198 5.5 5.3 5.2 8.4 7.5 0.44 0.43 11.1 10.0 9.5 1.35 BRF - Brasil Foods S.A. Brazil BOVESPA 21.32 92.2 22,413 19.4 11.9 9.7 NM NM 1.62 1.41 101.5 19.6 15.3 2.60 Campofrio Food Group, S.A. Spain CATS 6.33 65.5 1,072 4.8 4.7 4.2 8.6 7.6 0.42 0.40 NM 12.0 8.7 0.81 China Yurun Food Group Ltd. Hong Kong SEHK 0.72 40.9 1,727 NM 8.5 5.7 NM 11.7 0.47 0.40 34.4 13.3 13.3 0.63 Cranswick plc United Kingdom LSE 15.58 99.8 825 8.1 8.2 7.8 NA NA 0.62 0.61 12.3 13.2 12.2 1.88 Fukutome Meat Packers, Ltd. Japan TSE 3.18 99.7 89 11.0 NA NA 10.0 9.2 0.30 NA 39.5 NA NA 1.07 HKScan Oyj Finland HLSE 5.48 63.6 930 5.9 5.3 5.1 10.0 9.5 0.27 0.26 27.9 10.7 7.9 0.53 JBS S.A. Brazil BOVESPA 3.70 88.0 18,205 8.7 6.9 6.4 11.3 9.8 0.51 0.45 28.7 12.5 11.0 1.01 Marfrig Alimentos SA Brazil BOVESPA 5.08 81.8 8,243 9.3 6.8 6.0 7.1 7.3 0.70 0.60 NM 19.1 10.6 1.41 Minerva S.A Brazil BOVESPA 6.57 99.8 1,599 7.1 5.7 5.7 NM 12.2 0.75 0.63 NM 10.5 11.1 2.81 Nippon Meat Packers Inc. Japan TSE 14.29 99.3 3,857 7.7 7.0 6.2 NA NA 0.36 0.35 21.3 21.1 16.2 0.93 People's Food Holdings Ltd. China SGX 1.13 98.2 1,033 12.7 NA NA NA NA 0.40 NA 77.5 17.2 17.2 1.49 Starzen Company Limited Japan TSE 2.78 96.3 484 8.6 NA NA NM NM 0.18 NA 16.5 NA NA 0.77 Group Median 96.7% 1,135 8.1x 6.8x 6.0x 10.0x 9.5x 0.45x 0.45x 28.7x 12.8x 11.0x 1.04x Aggregate Mean 90.5% 4,805 8.5x 6.9x 6.2x 9.7x 9.5x 0.54x 0.55x 29.9x 13.9x 11.7x 1.43x Aggregate Median 98.2% 1,727 7.8x 6.5x 5.7x 9.6x 9.3x 0.44x 0.45x 20.2x 12.3x 10.8x 1.35x February 6, 2013 MARKET DATA February 6, 2013

19 Valuation Analysis Selected M&A Transactions Analysis – Global Protein Source: Capital IQ, SEC filings Selected Transaction Analysis - Global Protein ($ in millions) Premium as a % of Announced Target Name Target Business Description Acquirer Name EV LTM Revenue LTM EBITDA EBITDA Margin EV / Revenue EV / EBITDA 1-Day Prior 1-Week Prior 1-Month Prior 8/10/12 Michael's Finer Meats & Seafoods, Inc. Produces meat, seafood, and specialty food products for restaurants, steakhouses, clubs, hotels, caterers, and consumers in the United States The Chefs' Warehouse Mid-Atlantic, LLC $69.2 $83.7 $6.0 7.2% 0.83x 11.5x N/A N/A N/A 12/21/11 Pakfood Public Company Limited Manufactures and distributes frozen foods and seafood products primarily in the United States, Japan, and the European Union Thai Union Frozen Products Public Company Limited $100.7 $219.7 $14.6 6.7% 0.46x 6.9x 2.5% 37.8% 64.5% 12/5/11 National Beef Packing Co. LLC Engages in processing, packaging, and delivering fresh and frozen beef and beef by-products in the United States and internationally Leucadia National Corp. $1,559.4 $6,849.5 $324.2 4.7% 0.23x 4.8x N/A N/A N/A 11/17/11 Icelandic Group Plc, US and Asian Operations Engages in the production, marketing, and sale of fresh and frozen seafood products for customers High Liner Foods Inc. $230.6 $268.0 $24.8 9.3% 0.86x 9.3x N/A N/A N/A 10/28/11 O.K. Industries Inc. Manufactures livestock and poultry feeds Industrias Bachoco S.A.B. de C.V. $93.4 $600.0 N/A N/A 0.16x N/A N/A N/A N/A 10/3/11 Avex S.A. Operates as an integrated poultry company in Argentina and internationally Sadia Alimentos S.A. $100.7 $89.9 $12.8 14.3% 1.12x 7.9x N/A N/A N/A 8/4/11 Piller Sausages & Delicatessens Ltd. Produces sausages and delicatessen meats Premium Brands Holdings Corporation $105.7 $184.7 $15.4 8.3% 0.57x 6.9x N/A N/A N/A 3/4/11 Inalca JBS Spa Engages in the slaughter, processing, and packing of beef Cremonini S.p.A. $611.5 N/A N/A N/A N/A N/A N/A N/A N/A 1/13/11 Cesare Fiorucci S.p.A. Manufactures and sells deli meats and specialty foods in Italy and internationally Campofrio Food Group, S.A. $228.1 N/A N/A N/A N/A N/A N/A N/A N/A 1/12/11 Tegel Foods Limited Engages in breeding, hatching, processing, marketing and distribution of poultry products in North and South Islands Affinity Equity Partners $351.7 N/A N/A N/A N/A N/A N/A N/A N/A 8/9/10 Bar-S Foods Co. Produces, markets, and distributes processed meat products in the United States Sigma Foods, Inc. $583.0 $535.0 N/A N/A 1.09x N/A N/A N/A N/A 6/14/10 Keystone Foods, LLC Process, produces, and distributes poultry, beef, fish and pork products to quick-service restaurants, major food service and industrial companies, and retail outlets in the United States and internationally Marfrig Alimentos SA $1,260.0 $6,400.0 N/A N/A 0.20x N/A N/A N/A N/A 9/14/09 Seara Alimentos S.A. Engages in the production and sale of processed meat, pork, and poultry products worldwide Marfrig Alimentos SA $931.4 $1,700.0 N/A N/A 0.55x N/A N/A N/A N/A 5/19/09 Sadia S.A. Engages in the production, marketing, and export of chilled and frozen food products to point-of-sale outlets in Brazil and internationally Perdigao S.A. (nka:BRF - Brasil Foods S.A.) $4,561.2 $5,306.2 $473.4 8.9% 0.86x 9.6x 11.1% 7.6% 48.3% 6/25/08 Groupe Smithfield, S.L. Provides various meat products and ready meals Campofrío Alimentación, S.A. (nka:Campofrio Food Group, S.A.) $1,058.0 N/A N/A N/A N/A N/A N/A N/A N/A 3/4/08 JBS Packerland Inc. Beef processor in the United States JBS S.A. $575.5 $2,551.7 N/A N/A 0.23x N/A N/A N/A N/A 5/10/07 S&C Holdco 3 Inc. (nka:JBS Swift & Company) Engages in the processing, preparation, packaging, and delivery of beef and pork products in the United States and international markets JBS S.A. $1,425.0 $9,540.8 $83.8 0.9% 0.15x 17.0x N/A N/A N/A Global Protein Mean $814.4 $2,640.7 $119.4 7.5% 0.56x 9.2x 6.8% 22.7% 56.4% Global Protein Median $575.5 $600.0 $20.1 7.8% 0.55x 8.6x 6.8% 22.7% 56.4%

20 Valuation Analysis Selected M&A Transactions Analysis – China - based Food Companies Source: Capital IQ, SEC filings Selected Transaction Analysis - China ($ in millions) Premium as a % of Announced Target Name Target Business Description Acquirer Name EV LTM Revenue LTM EBITDA EBITDA Margin EV / Revenue EV / EBITDA 1-Day Prior 1-Week Prior 1-Month Prior 10/15/12 Synear Food Holdings Ltd Engages in the development, production, and sale of quick freeze food products under the Synear brand name in the People’s Republic of China Management Buyout $119.6 $276.6 $15.5 5.6% 0.43x 7.7x 6.9% 12.7% 25.7% 10/15/12 Yongye International, Inc. Engages in the research, development, manufacture, and sale of fulvic acid based crop and animal nutrient products for the agriculture and stock farming industry in the People’s Republic of China Abax Global Capital Limited; Morgan Stanley Private Equity Asia Limited $433.4 $416.6 $115.7 27.8% 1.04x 3.7x 37.8% 41.0% 52.8% 10/9/12 American Lorain Corporation Develops, manufactures, and sells various food products in the People’s Republic of China and internationally Management Buyout $116.0 $227.3 $32.5 14.3% 0.51x 3.6x 28.5% 39.1% 25.0% 10/3/12 Feihe International, Inc. Engages in the production and distribution of milk powder, soybean milk powder, and related dairy products in China Morgan Stanley Private Equity Asia Limited $275.1 $279.4 $25.9 9.3% 0.98x 10.6x 21.3% 29.8% 21.1% 7/11/11 Hsu Fu Chi International Ltd. Engages in the manufacture, sale, and distribution of confectionery products primarily in the People’s Republic of China Nestlé S.A. $2,581.8 $797.1 $153.3 19.2% 3.24x 16.8x 8.8% 8.8% 8.8% 4/18/11 Xiamen Yinlu Group Co.,Ltd. Manufactures and distributes canned food products Nestlé S.A. $2,076.3 $834.5 N/A N/A 2.49x N/A N/A N/A N/A 8/16/10 Pine Agritech Ltd. Engage in the manufacture and sale of soybean-based products in the People’s Republic of China Management Buyout $399.0 $156.2 N/A N/A 2.56x N/A 11.1% 0.0% 17.6% China Mean $857.3 $426.8 $68.6 15.2% 1.61x 8.5x 19.1% 21.9% 25.2% China Median $399.0 $279.4 $32.5 14.3% 1.04x 7.7x 16.2% 21.3% 23.1% Aggregate Mean $801.5 $1,789.7 $94.1 10.3% 0.92x 9.0x 24.2% 49.1% 62.1% Aggregate Median $399.0 $416.6 $25.3 8.6% 0.72x 8.6x 11.1% 29.8% 25.7%

21 Valuation Analysis Selected Public Companies / M&A Transactions Conclusions Note: Financial performance metrics presented are adjusted to exclude public company costs and non - recurring income (expenses). Selected Public Companies Analysis (USD in thousands) Enterprise Valuation Multiples Valuation Summary Metric Public Companies Median Selected Multiple Range Company Performance Enterprise Value Range EV / LTM Revenue 0.18x - 1.62x 0.44x 0.45x - 0.50x $1,603,970 $721,786 - $801,985 EV / 2013 Revenue 0.26x - 1.41x 0.45x 0.38x - 0.43x $1,932,600 $724,725 - $821,355 EV / LTM EBITDA 4.8x - 19.4x 7.8x 7.50x - 8.50x $98,243 $736,825 - $835,069 EV / 2013 EBITDA 4.7x - 11.9x 6.5x 5.25x - 6.00x $140,094 $735,496 - $840,567 EV / 2013 EBITDA less Capex 7.1x - 13.5x 9.6x 10.00x - 11.00x $72,094 $720,944 - $793,039 Enterprise Value Range $728,000 - $818,500 Implied Valuation Multiples EV / LTM EBITDA $98,243 7.4x - 8.3x EV / 2013 EBITDA 140,094 5.2x - 5.8x EV / 2014 EBITDA 139,388 5.2x - 5.9x EV / 2013 EBITDA less Capex $72,094 10.1x - 11.4x EV / LTM Revenue $1,603,970 0.45x - 0.51x EV / 2013 Revenue 1,932,600 0.38x - 0.42x P/ Book Value $14.25 0.91x - 1.09x Public Companies Range

Valuation Summary Section 03

23 Valuation Summary Per Share Valuation Note: EBITDA and Net Income are adjusted to exclude public company costs and non - recurring income (expenses). (1) D oes not include out - of - the - money options which are to be terminated in connection with the Proposed Transaction. (2) Assumed that the Government Subsidies continue forever into perpetuity. (3) Including deferred subsidies (current and long - term portion) net of long - term investment. (4) Including short - term and long - term loans, bank notes payable (net of $95.9 million restricted cash) and capital lease obligations. (5) Estimated at book value . Valuation Range Conclusions (USD in thousands, except per share data) Low High Enterprise Value Discounted Cash Flow Analysis $727,000 - $825,000 Selected Public Companies Analysis 728,000 - 818,500 Enterprise Value Range $727,500 - $822,000 Plus: Proceeds from Exercise of In-the-Money Options (1) $2,562 - $10,013 Plus: Excess/(Deficit) Net Working Capital 37,335 - 37,335 Plus: PV of Government Subsidies (2) 36,124 - 38,853 Less: Non Operating Liabilities, net (3) (1,520) - (1,520) Less: Debt (4) (459,339) - (459,339) Less: Noncontrolling Interest (5) (1,990) - (1,990) Value Attributable to Fully Diluted Shares (Excluding Cash) $340,673 - $445,352 Fully Diluted Shares Issued and Outstanding 37,482,344 37,996,344 Per Share Price Range (Excluding Excess Cash) $9.09 - $11.72 Plus: Excess Cash $146,240 - $146,240 Cash Value Per Fully Diluted Share Issued and Outstanding $3.90 - $3.85 Offer Price Per Share Price Range $12.99 - $15.57 $13.50 Implied Valuation Multiples EV / LTM EBITDA $98,243 7.4x - 8.4x EV / 2013 EBITDA 140,094 5.2x - 5.9x EV / 2014 EBITDA 139,388 5.2x - 5.9x - EV / 2013 EBITDA less Capex $72,094 10.1x - 11.4x EV / LTM Revenue $1,603,970 0.45x - 0.51x EV / 2013 Revenue 1,932,600 0.38x - 0.43x EV / 2014 Revenue 2,084,000 0.35x - 0.39x P/ Book Value $14.25 0.91x - 1.09x

Assumptions, Qualifications, and Limiting Conditions Appendix 01

25 Assumptions, Qualifications, and Limiting Conditions If issued, our Opinion letter will include assumptions, qualifications and limiting conditions similar to the following . This is not meant to be a complete list of the assumptions, qualifications and limiting conditions which will be included in our Opinion letter, if rendered . Assumptions and Reliance – In compiling financial projections and performing its analyses with respect to the Proposed Transaction, Duff & Phelps : • Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Company management, and did not independently verify such information ; • Relied upon the fact that the Special Committee, the Board of Directors and the Company have been advised by counsel as to all legal matters with respect to the Proposed Transaction, including whether all procedures required by law to be taken in connection with the Proposed Transaction have been duly, validly and timely taken ; • Assumed that any estimates, evaluations, forecasts and projections including, without limitation, the Management Projections, furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same and we have relied upon such matters in performing our analysis ; • Assumed that information supplied and representations made by Company management are substantially accurate regarding the Company and the Proposed Transaction ; • Assumed that the representations and warranties made in the Merger Agreement and the Management Representation Letter are substantially accurate ; • Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form conform in all material respects to the drafts reviewed ; • Assumed that there has been no material change in the assets, financial condition, business, or prospects of the Company since the date of the most recent financial statements and other information made available to Duff & Phelps ; • Assumed that all of the conditions required to implement the Proposed Transaction would be satisfied and that the Proposed Transaction would be completed in accordance with the Merger Agreement, without any amendments thereto or any waivers of any terms or conditions thereof, and in a manner that complies in all material respects will all applicable international, federal and state statutes, rules and regulations ; • Assumed in our analysis, based on Company SEC filings and discussions with Company management, that the number of shares of the Company's common stock issued and outstanding is 37 , 209 , 344 , and that the Company ha s outstanding options to purchase 787 , 000 shares of the Company’s common stock , 513 , 000 of which are in - the - money at the $ 13 . 50 per share offer price ; and • Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Proposed Transaction will be obtained without any adverse effect on the Company or the contemplated benefits expected to be derived in the Proposed Transaction . To the extent that any of the foregoing assumptions or any of the facts on which this Opinion is based prove to be untrue in any material respect, this Opinion cannot and should not be relied upon . Furthermore, in Duff & Phelps’ analysis and in connection with the preparation of this Opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Proposed Transaction and as to which Duff & Phelps does not express any view or opinion in this Opinion including as to the reasonableness of such assumptions .

26 Assumptions, Qualifications, and Limiting Conditions Qualifications – If issued, our Opinion will be qualified by the following: • Duff & Phelps has prepared this Opinion effective as of the date hereof . This Opinion is necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of the date hereof, and Duff & Phelps disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting this Opinion which may come or be brought to the attention of Duff & Phelps after the date hereof . • Duff & Phelps did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise ) . • Duff & Phelps is not expressing any opinion as to the market price or value of the Company’s common stock (or anything else) after the announcement or the consummation of the Proposed Transaction (or any other time) . This Opinion should not be construed as a valuation opinion, a credit rating, a solvency opinion, an analysis of the Company’s credit worthiness, tax advice, or accounting advice . Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter . • In rendering this Opinion, Duff & Phelps is not expressing any opinion with respect to the amount or nature of any compensation to any of the Company’s officers, directors, or employees, or any class of such persons, relative to the Per Share Merger Consideration in the Proposed Transaction, or with respect to the fairness of any such compensation .

27 Assumptions, Qualifications, and Limiting Conditions Limiting Conditions – If issued, the use of our Opinion will be strictly limited and will state: • This Opinion is furnished for the use and benefit of the Special Committee in connection with its consideration of the Proposed Transaction and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’ express consent . • This Opinion ( i ) does not address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction ; (ii) does not address any transaction related to the Proposed Transaction ; (iii) is not a recommendation as to how the Special Committee or any stockholder should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction, and (iv) does not indicate that the Per Share Merger Consideration is the best possibly attainable under any circumstances ; instead, it merely states whether the Per Share Merger Consideration in the Proposed Transaction is fair, from a financial point of view, to certain holders of the Company’s common stock . The decision as to whether to proceed with the Proposed Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which this Opinion is based . • This Opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party . • This Opinion is solely that of Duff & Phelps, and Duff & Phelps’ liability in connection with this letter shall be limited in accordance with the terms set forth in the engagement letter between Duff & Phelps and the Company dated December 11 , 2012 (the “ Engagement Letter ”) . • This Opinion is confidential, and its use and disclosure is strictly limited in accordance with the terms set forth in the Engagement Letter .

Premiums Paid Analysis Appendix 02

29 Premiums Paid Analysis Going Private and Branded Consumer Products Transactions Note: Excludes negative premiums . Source: Capital IQ Premiums Paid Analysis - Going Private Transactions Transactions announced, closed, or effective from January 2010 - January 2013 Premium as a % of Number of Deals One-Day Prior to Announcement Date One-Week Prior to Announcement Date One-Month Prior to Announcement Date One-Day Prior as a % of 52- Week High Overall Mean 371 39.8 42.7 51.5 73.4 Overall Median 30.4 32.4 32.7 79.2 Chinese Companies Mean 48 41.8 55.0 53.5 62.9 Chinese Companies Median 28.3 38.0 39.3 64.2 US-Listed Chinese Companies Mean 31 36.6 48.7 45.5 61.4 US-Listed Chinese Companies Median 28.1 37.7 35.0 62.9 China Going Private Transactions % Acquired American Lorain Corporation 53.5% 28.5 39.1 25.0 71.1 Feihe International, Inc. 54.7% 21.3 29.8 21.1 65.6 Pine Agritech Ltd. 59.0% 11.1 0.0 17.6 73.5 Synear Food Holdings Ltd. 49.9% 6.9 12.7 25.7 98.9 Yongye International, Inc. 67.5% 37.8 41.0 52.8 81.2 Zhongpin Inc. 74.0% 46.6 54.5 20.4 54.1 Premiums Paid Analysis - Branded Food Products Transactions announced, closed, or effective from January 2010 - January 2013 Premium as a % of Number of Deals One-Day Prior to Announcement Date One-Week Prior to Announcement Date One-Month Prior to Announcement Date One-Day Prior as a % of 52- Week High Overall Industry Mean 38 36.0 38.7 37.4 75.8 Overall Industry Median 22.7 24.8 26.7 84.8 Chinese Companies Mean 3 20.2 21.3 40.0 53.7 Chinese Companies Median 22.8 22.8 40.0 63.0 US-Listed Chinese Companies Mean 1 37.8 41.0 52.8 81.2 US-Listed Chinese Companies Median 37.8 41.0 52.8 81.2 China Branded Food Products Transactions Yongye International, Inc. 37.8 41.0 52.8 81.2 Zhongpin Inc. 46.6 54.5 20.4 54.1 One-Day Prior One-Week One-Month Zhongpin Inc. $9.21 $8.74 $11.21 Overall Going Private Transaction Median 30.4% 32.4% 32.7% Implied Per Share Price (1) $12.01 $11.57 $14.88 (1) Implied using the premiums paid to all going private transactions.