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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 29, 2006
ZHONGPIN INC.
(Exact name of registrant as specified in charter)
DELAWARE 333-112111 54-2100419
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
21 CHANGSHE ROAD, CHANGGE CITY, HENAN PROVINCE
THE PEOPLE'S REPUBLIC OF CHINA
(Address of principal executive offices) (Zip Code)
011 86 374-6216633
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On May 29, 2006, Zhongpin Inc., a Delaware corporation ("we," "us" or
"our"), entered into a Letter of Engagement (the "Letter") with Beijing Richen
Consultants Co., Ltd. and Beijing Jingdu Management & Consultants Co., Ltd., a
member of Horwath International (the "Consultants"), both of which companies are
organized under the laws of the People's Republic of China. The Consultants will
provide consulting and advisory services regarding our compliance with Section
404 of the Sarbanes-Oxley Act of 2002 ("SOX").
The Letter provides that the Consultants will assess and create an
internal control assessment report, provide training on US-GAAP and the
discrepancies between US-GAAP and PRC-GAAP, provide training courses on
SOX-related content and the COSO internal control framework, and provide a
training program on the working plan and method for implementing a SOX Section
404 compliance system.
A copy of the Letter is attached as Exhibit 99.1 to this Form 8-K and
is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibit is furnished herewith:
EXHIBIT NO. DESCRIPTION
99.1 Letter of Engagement dated as of May 29, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZHONGPIN INC.
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(Registrant)
By: /s/ XIANFU ZHU
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Name: Xianfu Zhu
Title: Chief Executive Officer
Dated: June 1, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Letter of Engagement dated as of May 29, 2006 between Zhongpin Inc.,
Beijing Richen Consultants Co., Ltd. and Beijing Jingdu Management &
Consultants Co., Ltd., a member of Horwath International.