AGREEMENT AND PLAN OF MERGER among Diamond Infant Formula Holding Limited, Platinum Infant Formula Holding Limited, Infant Formula Merger Sub Holding Inc. and Feihe International, Inc. Dated as of March 3, 2013Agreement and Plan of Merger • March 4th, 2013 • Feihe International Inc • Dairy products • Utah
AGREEMENT AND PLAN OF MERGER, dated as of March 3, 2013 (this “Agreement”), among Diamond Infant Formula Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”), Platinum Infant Formula Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Infant Formula Merger Sub Holding Inc., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Feihe International, Inc., a Utah corporation (the “Company”).
Dated March 3, 2013 HEILONGJIANG FEIHE DAIRY CO., LTD. （as Borrower） WING LUNG BANK LIMITED, SHANGHAI BRANCH （as Credit Bank） Credit AgreementAgreement • March 4th, 2013 • Feihe International Inc • Dairy products
VOTING AGREEMENTVoting Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • New York
VOTING AGREEMENT, dated as of March 3, 2013 (this “Agreement”), by and between Platinum Infant Formula Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Feihe International, Inc., a Utah corporation (the “Company”), and the shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
LIMITED GUARANTEELimited Guarantee • March 4th, 2013 • Feihe International Inc • Dairy products • New York
LIMITED GUARANTEE, dated as of March 3, 2013 (this “Limited Guarantee”), by Mr. You-Bin Leng (the “Chairman”) and Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, an exempted company incorporated in the Cayman Islands (the “Sponsor” and, together with the Chairman, the “Guarantors” and each, a “Guarantor”) in favor of Feihe International, Inc., a Utah corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
Dated March 3, 2013 HEILONGJIANG FEIHE DAIRY CO., LTD. as Borrower WING LUNG BANK LIMITED, SHANGHAI BRANCH as Lender RMB15,000,000 Loan AgreementAgreement • March 4th, 2013 • Feihe International Inc • Dairy products
CONTENTS 1. DEFINITIONS AND INTERPRETATION 2 2. THE LOAN 8 3. PURPOSE 8 4. CONDITIONS PRECEDENT 9 5. UTILIZATION 9 6. REPARMENT 10 7. PREPAYMENT AND CANCELLATION 10 8. INTEREST PAYMENT 11 9. INTEREST RATE 12 10. PAYMENT 13 11. TAX GROSS UP 14 12. MARKET DISRUPTION 14 13. CUSTOMER INFORMATION OF BORROWER 14 14. REPRESENTATIONS AND WARRANTIES 15 15. UNDERTAKING 19 16. DEFAULT 26 17. CONSEQUENCES RESULTING FROM EVENTS OF DEFAULT 29 18. EXPENSES 30 19. Stamp Taxes 30 20. INDEMNITIES 30 21. CERTIFICATES AND CALCULATIONS 32 22. AMENDMENT, WAIVER AND CONSENT 32 23. CHANGE OF LENDER 32 24. CHANGE OF BORROWER 32 25. NOTICES 33 26. DISCLOSURE OF INFORMATION 34 27. SET-OFF 34 28. SEVERABILITY 34 29. COUNTERPARTS 34 30. RELEASE 35 31. LANGUAGE 35 32. GOVERNING LAW 35 33. JURISDICTION 35 34. THIS AGREEMENT AND CREDIT AGREEMENT 35 SCHEDULE 1 36 Initial Conditions Precedent 36 SCHEDULE 2 39 FORM OF PAYMENT AUTHORIZATION LETTER 39 SCHEDULE 3 41 LETTER OF CONFIRMATION AND UNDERTAKINGS 41
CONTRIBUTION AGREEMENTContribution Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2013 by and among Platinum Infant Formula Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Diamond Infant Formula Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Holdco”), Feihe International, Inc., a Utah corporation (the “Company”), and the shareholders of the Company listed on Schedule A (each, a “Rollover Holder” and collectively, the “Rollover Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
