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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): NOVEMBER 6, 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))
SECTION 1--REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 6, 2006, Henan Zhongpin Food Share Co., Ltd. ("Henan
Zhongpin"), a wholly-owned subsidiary of our company, entered into a lease
agreement (the "Lease Contract") with Heilongjiang Gongzhun Meat Food Co., Ltd.
("Heilongjiang"), providing that Henan Zhongpin shall have the full use of
Heilongjiang's meat processing facilities in Hailun City, Heilongjiang Province
in the People's Republic of China. The term of the Lease Contract shall begin on
November 6, 2006. The Lease Contract has the following principal terms:
o The term of the lease shall be three years, running from November 6,
2006 to November 6, 2009.
o Rent shall be 1,900,000 RMB (US$251,116.75) for the first year and
2,100,000 RMB (US$266,497.46) per year for the second and third years
of the lease term.
o Except for certain heavy repair expenses, all expenses associated with
operating the processing facility shall be included in the rent,
including costs for animal quarantine inspection, environmental
assessments, steam, water, electricity, heat, sewage, security checks
and technical supervision.
o Henan Zhongpin shall have full use of the production facilities,
including the right to manage the staff of the production facility, its
materials, production, supplies and sale of its products.
o Neither Heilongjiang nor any third party shall have the right to
interfere with Henan Zhongpin's normal production and operation
activities at the facility during the lease term.
o In the event that business conditions are poor and other special
conditions arise, Henan Zhongpin shall have the right to terminate the
Lease Contract on three months' written notice without constituting a
breach of contract.
An English language translation of the Lease Contract is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The leased facilities include a processing plant with a total of two
production lines. The total current production capacity for chilled pork and
frozen pork at the facilities is 80 metric tons per day, based on an eight-hour
working day, or approximately 27,000 metric tons on an annual basis.
We currently expect to commence production of chilled and frozen pork
at the leased facilities in November 2006.
SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are furnished herewith:
Exhibit No. Description
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10.1 Leasing Contract, dated as of November 6, 2006, between
Henan Zhongpin Food Share Co., Ltd. and Heilongjiang
Gongzhun Meat and Food Co., Ltd. (Translated from
Mandarin).
99.1 Press Release of Zhongpin Inc., dated as of November 9,
2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZHONGPIN INC.
(Registrant)
By: /s/ Xianfu Zhu
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Name: Xianfu Zhu
Title: Chief Executive Officer
Dated: November 9, 2006
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EXHIBIT INDEX
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Exhibit No. Description
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10.1 Leasing Contract, dated as of November 6, 2006, between Henan
Zhongpin Food Share Co., Ltd. and Heilongjiang Gongzhun Meat
and Food Co., Ltd. (Translated from Mandarin).
99.1 Press Release of Zhongpin Inc., dated as of November 9, 2006.