LIMITED GUARANTYLimited Guaranty • December 6th, 2012 • Zhongpin Inc. • Meat packing plants • New York
Limited Guaranty, dated as of November 26, 2012 (this “Limited Guaranty”), by China Wealth Growth Fund I L.P. (the “Guarantor”), in favor of Zhongpin Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • December 6th, 2012 • Zhongpin Inc. • Meat packing plants • Delaware
VOTING AGREEMENT, dated as of November 26, 2012 (this “Agreement”), by and between Golden Bridge Holdings Limited, a Cayman Islands exempted company (“Parent”) and the stockholders of the Zhongpin Inc., a Delaware corporation (the Company”) listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
China Wealth Growth Fund I L.P. c/o Intertrust Corporate Services (Cayman) Limited Cayman IslandsCommitment Letter • December 6th, 2012 • Zhongpin Inc. • Meat packing plants • New York
This letter agreement sets forth the commitment of the undersigned (the “Investor”), subject to (i) the terms and conditions contained herein, (ii) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Golden Bridge Holdings Limited, a Cayman Islands exempted company with limited liability (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation, all of the outstanding shares of which are owned by Parent (“Merger Sub”), Zhongpin Inc., a Delaware corporation (the “Company”) and Mr. Xianfu Zhu, pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), (iii) the terms and conditions contained in a definitive subscription agreement to be entered into by and between Jinqiao Investments Limited, a BVI business company incorporated under the laws of the British Virgin Islands and the parent company of Parent (“Holdco”
AGREEMENT OF JOINT FILINGJoint Filing Agreement • December 6th, 2012 • Zhongpin Inc. • Meat packing plants
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated 26 November 2012 FACILITY AGREEMENT between Golden Bridge Holdings Limited as Borrower and China Development Bank Corporation Hong Kong Branch as Lender relating to a US$320,000,000 Term Loan FacilityFacility Agreement • December 6th, 2012 • Zhongpin Inc. • Meat packing plants • Hong Kong
CONTRIBUTION AGREEMENTContribution Agreement • December 6th, 2012 • Zhongpin Inc. • Meat packing plants • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2012 by and among Jinqiao Investments Limited, a British Virgin Islands company (“Holdco”), Golden Bridge Holdings Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), and the stockholders of Zhongpin Inc., a Delaware corporation (the “Company”), listed on Schedule A (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
