UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a)

 (CUSIP Number)

Xianfu Zhu

Baoke Ben

Chaoyang Liu

Juanjuan Wang

Qinghe Wang

Shuichi Si

c/o Henan Zhongpin Food Co., Ltd.
No. 21, Changshe Road, City of Changge
Henan Province, PRC, 461500

With a copy to:

Peter X. Huang

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 6,442,506 shares of common stock and vested options to purchase 120,000 shares of common stock exercisable within 60 days of the date hereof held by Xianfu Zhu.

(2) Percentage calculated based on 37,329,344 shares of common stock outstanding, including 37,209,344 shares of common stock outstanding as of November 29, 2012 and vested options to purchase 120,000 shares of common stock exercisable within 60 days of the date hereof held by Xianfu Zhu (as provided by the Company).

(1) Includes 888,125 shares of common stock and vested options to purchase 100,000 shares of common stock exercisable within 60 days of the date hereof held by Baoke Ben.

(2) Based on 37,309,344 shares of common stock outstanding, including 37,209,344 shares of common stock outstanding as of November 29, 2012 and vested options to purchase 100,000 shares of common stock exercisable within 60 days of the date hereof held by Baoke Ben (as provided by the Company).

(1) Includes 619,874 shares of common stock common stock and vested options to purchase 66,667 shares of common stock exercisable within 60 days of the date hereof held by Chaoyang Liu.

(2) Based on 37,276,011 shares of common stock outstanding, including 37,209,344 shares of common stock outstanding as of November 29, 2012 and vested options to purchase 66,667 shares of common stock exercisable within 60 days of the date hereof held by Chaoyang Liu (as provided by the Company).

(1) Includes 531,000 common stock and vested options to purchase 53,333 common stock exercisable within 60 days of the date hereof held by Juanjuan Wang.

(2) Based on 37,262,677 shares of common stock outstanding, including 37,209,344 shares of common stock outstanding as of November 29, 2012 and vested options to purchase 53,333 ordinary shares exercisable within 60 days of the date hereof held by Juanjuan Wang (as provided by the Company).

(1) Includes 612,000 common stock and vested options to purchase 53,333 common stock exercisable within 60 days of the date hereof held by Qinghe Wang.

(2) Based on 37,262,677 shares of common stock outstanding, including 37,209,344 shares of common stock outstanding as of November 29, 2012 and vested options to purchase 53,333 ordinary shares exercisable within 60 days of the date hereof held by Qinghe Wang (as provided by the Company).

(1) Includes 594,000 common stock and vested options to purchase 30,000 common stock exercisable within 60 days of the date hereof held by Shuichi Si.

(2) Based on 37,239,344 shares of common stock outstanding, including 37,209,344 shares of common stock outstanding as of November 29, 2012 and vested options to purchase 30,000 ordinary shares exercisable within 60 days of the date hereof held by Shuichi Si (as provided by the Company).

Introductory Note

This Schedule 13D is filed jointly by Xianfu Zhu, Baoke Ben, Chaoyang Liu, Juanjuan Wang, Qinghe Wang and Shuichi Si. Xianfu Zhu, Baoke Ben, Chaoyang Liu, Juanjuan Wang, Qinghe Wang and Shuichi Si are collectively referred to herein as the "Reporting Persons".

This Schedule 13D represents the initial statement on Schedule 13D jointly filed by the Reporting Persons with respect to ZHONGPIN INC. (the “Company”).

⁽¹⁾ Based on 37,632,677 shares of Common Stock outstanding, including 37,209,344 shares of Common Stock outstanding as of November 29, 2012 and vested options to purchase 423,333 shares of Common Stock exercisable within 60 days of the date hereof held by the Rollover Holders (as provided by the Company).

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

EXHIBIT 7.01

AGREEMENT OF JOINT FILING

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:     December 6, 2012

EXHIBIT 7.03

Execution Version

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 Facility  

TABLE OF CONTENTS

THIS AGREEMENT is dated 26 November 2012 and made between:

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

In this Agreement:

“Account Agreement” means the account agreement executed or to be executed between the Level-1 Onshore Sub, the Borrower, Falcon, the Deposit Pledgor, the Lender, the Offshore Account Bank and the Onshore Account Bank in respect of the Offshore Debt Service Reserve Account and the Onshore Reserve Account in the Agreed Form.

“Acquisition” means the acquisition by the Borrower of the Target by way of a merger of Merger Sub with and into the Target, pursuant to the terms of the Acquisition Documents, with the Target to be the surviving corporation of such merger.

“Acquisition Agreement” means the Agreement and Plan of Merger to be made among the Borrower, Merger Sub and the Target in the Agreed Form.

“Acquisition Closing Date” means the “Closing Date” under and as defined in the Acquisition Agreement.

“Acquisition Consideration” means the aggregate consideration for the Target Shares payable under the Acquisition Agreement as described in the Funds Flow Statement.

“Acquisition Documents” means the Acquisition Agreement, each Buyer Group Contract (as defined in the Acquisition Agreement) and any other document designated as an “Acquisition Document” by the Lender and the Borrower.

“Acquisition Effective Time” means the “Effective Time” under and as defined in the Acquisition Agreement.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agreed Form” means with respect to any document:

“Applicable GAAP” means:

“Articles of Merger” means the articles of merger to be filed by the parties to the Acquisition Agreement with the Secretary of State of the State of Delaware with respect to the Acquisition.

“Auditors” means, with respect to any relevant entity, the initial auditors of such entity at the Signing Date, or any other firm which is appointed by such entity in accordance with Clause 21.23 (Auditors).

“Authorisation” means:

“Availability Period” means the period from and including the Signing Date to and including (a) the date falling twelve (12) Months from the Signing Date, or (b) such later date as approved the Lender in its sole discretion.

“Borrower Share Mortgage” means the equitable share mortgage executed or to be executed in the Agreed Form by Holdco as mortgagor in favour of the Lender in respect of the entire Equity Interest of the Borrower.

“Break Costs” means the amount (if any) by which:

exceeds:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business:

“Change of Control” means, without the prior written consent of the Lender:

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Compliance Certificate).

“Corporate Obligors” means the Borrower, Holdco, Falcon, the Deposit Pledgor and any holder of any newly issued Equity Interest of the Borrower which enters into a share mortgage in favour of the Lender in accordance with Clause 21.17 (Share capital) from time to time; and “Corporate Obligor” means any of them.

“Currency Event” means any change (either expressed to be permanent or which continues to be in effect for more than thirty (30) days) in the laws or the regulations of the PRC or the policies of any Governmental Agency in the PRC which prohibits or substantially restricts (a) the conversion of any amount from RMB to US Dollars and/or (b) the making of any dividend or other distributions from any entity that is established in the PRC to its immediate parent company and which would, in either case, affect the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.

“Deed of Undertaking” means a deed of undertaking executed or to be executed in the Agreed Form by each Personal Guarantor in favour of the Lender, pursuant to which each Personal Guarantor undertakes, among others, (a) that he or she shall use his or her best endeavors to obtain and effect the “Relevant Approvals” as defined thereunder; and (b) that he or she will not incur or allow to remain outstanding any guarantee or indemnity in respect of any obligation of any person or create or permit to subsist any Security or Quasi-Security (as defined under Clause 21.8 (Negative Pledge)) over any of his or her assets (except as granted under or in connection with the Finance Documents and/or the Acquisition and the financing related thereto) without prior written consent of the Lender.

“Default” means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) or any other Finance Document which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Deposit Pledgor” means a Group Member to be designated by the Borrower and agreed by the Lender prior to entering into the Account Agreement.

“DSR Accounts” has the meaning given to it under the Account Agreement.

“Disclosed Litigation” has the meaning given to it in Clause 18.15 (No proceedings pending or threatened).

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Group Member conducted on or from the properties owned or used by the Group Member.

“Equity Interest” of any person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interest in (however designated) equity of such person, including any common stock, preferred stock, any limited or general partnership interest and any limited liability company membership interest.

“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default) or any other Finance Document.

“Existing Target Facilities” means the existing facilities as described in Schedule 6 (Existing Target Facilities).

“Facility” means the term loan facility to be made available under this Agreement as described in Clause 2 (The Facility), as the same may be reduced, varied or cancelled in accordance with the terms of this Agreement.

“Facility Office” means the office or offices notified by the Lender to the Borrower in writing on or before the date of this Agreement (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Falcon” means Falcon Link Investment Limited, a BVI business company incorporated under the laws of the British Virgin Islands with its registered office at East Asia Chambers, P.O. Box 901, Road Town, Tortola, British Virgin Islands, which beneficially and legally owns directly the entire Equity Interest of the Level-1 Onshore Sub.

“FATCA” means:

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if the Lender is not a FATCA Exempt Party, could be required to make a FATCA Deduction.

“Finance Documents” means:

“Financial Indebtedness” means any indebtedness for or in respect of:

“Fixed Deposit Account” has the meaning given to it under the Account Agreement.

“Funds Flow Statement” means the funds flow statement in the Agreed Form.

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).

“Group” means Holdco and each of its Subsidiaries (including, but only after the Acquisition Effective Time, each Target Group Member), in each case for the time being and “Group Member” means any of those persons.

“Group Structure Chart” means the structure chart of the Group and the Target Group delivered to the Lender pursuant to Clause 4.1 (Initial conditions precedent), as updated from time to time in accordance with paragraph (b) of Clause 19.2 (Provision and contents of Compliance Certificates).

“Holdco” means Jinqiao Investments Limited, a BVI business company incorporated under the laws of the British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, which beneficially and legally owns 100% of Equity Interest of the Borrower as of the Utilisation Date.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards Board and its predecessors and successors, consistently applied, in effect as of the Signing Date and from time to time.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

“Intellectual Property” means:

“Interest Payment Date” has the meaning given to it in Schedule 3 (Table of Interest Payment Dates and Repayment Dates).

“Interest Period” means (a) in relation to the Loan, each period determined in accordance with Clause 10 (Interest Periods), and (b) in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

“Legal Reservations” means:

“Level-1 Onshore Sub” means Henan Zhongpin Food Co., Ltd. (河南众品食品有限公司), a company incorporated in the PRC.

“LIBOR” means, in relation to the Loan or any Unpaid Sum, the applicable Screen Rate at 11:00 a.m. (London time) on the Quotation Day for which an interest rate is to be determined for the offering of deposits in US Dollars for a period of six (6) Months and if such rate is below zero, LIBOR will be deemed to be zero.

“Listing” means a listing of all or any part of the share capital of (a) any Group Member, or (b) any company which at any time owns (whether directly or indirectly) a majority Equity Interest in the Borrower, in each case on any recognised investment exchange and/or any other sale or issue by way of flotation or public offering or any equivalent transactions or circumstances in relation to that Group Member or such company in any country.

“Loan” means the loan made or to be made by the Lender under the Facility or, as the case may be, the principal amount outstanding for the time being of that loan.

“Major Default” means

“Major Representation” means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

“Margin” means five point three per cent. (5.3%) per annum.

“Material Adverse Effect” means a material adverse effect on:

“Mezzanine Debt Documents” means the agreements and documents (if any) evidencing Holdco’s Financial Indebtedness incurred in connection with the Acquisition, as entered into between Holdco and the Mezzanine Lender in the Agreed Form.

“Mezzanine Lender” means: (a) CDB Capital (国开金融有限责任公司) and/or its affiliates (“CDB Capital”), or (b) if CDB Capital confirms to the Lender that it has terminated its negotiations with Holdco in respect of the Mezzanine Debt Documents, such other institution as reasonably acceptable to the Lender.

“Merger Sub” means Golden Bridge Merger Sub Limited, a Delaware corporation with its registered office at 1209 Orange Street, Wilmington, County of New Castle, DE 19801, which is wholly owned by the Borrower.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“Mr. Ben” means Mr. Ben Bao Ke (本保科), the holder of PRC identity card no. 411022196310157330 whose residence as at the Signing Date is at No. 3, West 1st Row, Wenbei Residential Area, Wenhua Road, Changge City, Henan Province, PRC.

“Mr. Zhu” means Mr. Zhu Xian Fu (朱献福), the holder of PRC identity card no. 411022196309147215 whose residence as at the Signing Date is at No. 96, Baqi Road Central Section, Changge City, Henan Province, PRC.

“Ms. Fu” means Ms. Fu Qiao Hong (付巧虹), the holder of PRC identity card no. 411022196311097229 whose residence as at the Signing Date is at No. 96, Baqi Road Central Section, Changge City, Henan Province, PRC.

“Ms. Sun” means Ms. Sun Xiao Feng (孙晓峰), the holder of PRC identity card no. 411022196304047303 whose residence as at the Signing Date is at No. 3, West 1st Row, Wenbei Residential Area, Wenhua Road, Changge City, Henan Province, PRC.

“Obligors” means the Personal Guarantors and the Corporate Obligors; and “Obligor” means any of them.

“Offshore Account Bank” means China Development Bank Corporation Hong Kong Branch.

“Offshore Debt Service Reserve Account” has the meaning given to it under the Account Agreement.

“Onshore Account Bank” means China Development Bank Corporation Henan Branch.

“Onshore Reserve Account” means the “Onshore Reserve Account” as defined under the Account Agreement and each other RMB denominated reserve accounts opened or to be opened by any Group Member incorporated in PRC (other than the Level-1 Onshore Sub) as acceptable to the Lender with the Onshore Account Bank.

“Operating Companies” means the following companies:

“Original Financial Statements” means the audited consolidated financial statements of the Target Group for its financial year ended 31 December 2011.

“Party” means a party to this Agreement.

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal which is on arm’s length terms:

“Permitted Facilities” means:

“Permitted Security” means:

“Personal Guarantee” means the Hong Kong law governed personal guarantee executed or to be executed in the Agreed Form by the Personal Guarantors in favour of the Lender.

“Personal Guarantors” means Mr. Zhu, Mr Ben, Ms. Fu and Ms. Sun, and “Personal Guarantor” means any of them.

“PRC” means the People’s Republic of China, excluding, for the purpose of this Agreement, Hong Kong, the Special Administrative Region of Macau, and Taiwan.

“Quotation Day” means, in relation to any Interest Period in respect of the Loan or any Unpaid Sum, two (2) Business Days before the first day of that Interest Period.

“Repeating Representations” means each of the representations set out in paragraph (a), (b) and (c) of Clauses 18.2 (Status), Clause 18.3 (Binding obligations) to 18.6 (Validity and admissibility in evidence), paragraph (b) of Clause 18.10 (No default), paragraph (b) of Clause 18.11 (No misleading information), paragraph (d) and (e) of Clause 18.12 (Original Financial Statements), Clause 18.13 (Ranking) to Clause 18.16 (No breach of laws), Clause 18.18 (Taxation) to Clause 18.21 (Shares), Clause 18.23 (Group Structure Chart) and Clause 18.24 (Insurance).

“Repayment Date” has the meaning given to it in Schedule 3 (Table of Interest Payment Dates and Repayment Dates).

“Required Reserve Balance” means, in relation to an Interest Payment Date or a Repayment Date, the amount equal to the aggregate of principal and/or interest payments payable in respect of the Facility by the Borrower on that Interest Payment Date or Repayment Date (respectively).

“Requisite Regulatory Approvals” means any Authorisations from any Governmental Agency that are required to be obtained by any party to the Acquisition Agreement in order to consummate the Acquisition.

“RMB” means the lawful currency of the PRC.

“SAFE Circulars” means Notice on the Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles (国家外汇管理局关于境内居民通过境外特殊目的公司及返程投资外汇管理有关问题的通知) (Hui Fa (2005) No.75) issued on 21 October 2005, Operating Procedures for the Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles (《国家外汇管理局关于境内居民通过境外特殊目的公司及返程投资外汇管理有关问题的通知》操作规程的通知) (Hui Zong Fa (2007) No. 106) issued on 29 May 2007 and Detailed Rules for the Measures on the Administration of Individual Foreign Exchange (个人外汇管理办法实施细则) (Hui Fa (2007) No.1) issued on 5 January 2007 by the PRC State Administration of Foreign Exchange and Measures on the Administration of Individual Foreign Exchange (个人外汇管理办法) (PBOC (2006) No.3) issued on 25 December 2006 by the People’s Bank of China including any amendment, implementing rules or official interpretation thereof or any replacement, successor or alternative legislation having the same subject matter thereof.

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate of US Dollars for the relevant period as displayed on the appropriate page of the Reuters Screen, provided that if such page (or any agreed replacement page) is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate after consultation with the Borrower.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Document” means:

“Signing Date” means the date of this Agreement.

“Subordinated Indebtedness” means Financial Indebtedness of any Group Member which is subordinated to Financial Indebtedness under the Finance Documents on terms reasonably satisfactory to the Lender.

“Subsidiary” means in relation to any company or corporation, a company or corporation:

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Target” means Zhongpin, Inc., a Delaware corporation with its address of principal executive offices at 21 Changshe Road, Changge City, Henan province, PRC.

“Target Group” means the Target and each of its Subsidiaries in each case for the time being and “Target Group Member” means any of those persons.

“Target Share Pledge” means the pledge to be executed by the Borrower as pledgor in favour of the Lender in respect of the Target Shares in the Agreed Form.

“Target Shares” means 100% of the Equity Interests of the Target.

“Target Undertaking Letter” means deed of undertaking to be executed by the Target in favour of the Lender in the Agreed Form, pursuant to which the Target undertakes that no Security or Quasi-Security (as defined under Clause 21.8 (Negative Pledge)) shall be created or permitted to subsist over any Equity Interest in any of the Target’s Subsidiaries.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Termination Date” means the date falling seventy-two (72) Months from the Utilisation Date.

“Total Commitment” means the lower of (a) US$320,000,000 and (b) 75% of the aggregate amount of the Acquisition Consideration, the Transaction Costs and any fees described in Clause 12 (Fees), as the same may be reduced, varied or cancelled in accordance with the terms of this Agreement.

“Transaction Costs” means all fees, (including legal and professional advisory fees), costs and expenses and taxes incurred by the Group and/or the Target Group in connection with the Transaction Documents, including, but not limited to, the negotiation, preparation, execution, notarisation and registration of the Transaction Documents and otherwise in connection therewith, other than the Acquisition Consideration.

“Transaction Documents” means the Finance Documents, the Acquisition Documents, the Mezzanine Debt Documents and any other document designated as such by the Lender and the Borrower.

“Transaction Security” means any Security granted under or pursuant to the Finance Documents.

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“Unsuccessful Listing” means the failure to consummate a Listing during the two-year period commencing on the date on which an initial application or filing for a Listing is made to the relevant Governmental Agency, unless the delay for such Listing is due to market conditions which, in the Borrower’s reasonable judgment, are not appropriate or favourable for such Listing.

“US Dollars” or “US$” means the lawful currency of United State of America;

“Utilisation” means the utilisation of the Facility.

“Utilisation Date” means the date on which the Loan is made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 2 (Utilisation Request).

SECTION 2
THE FACILITY

Subject to the terms of this Agreement, the Lender makes available to the Borrower a term loan facility in US Dollars in an aggregate amount equal to the Total Commitment.

The proceeds of the Facility shall be applied in accordance with the Funds Flow Statement towards financing the completion of the Acquisition, including:

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Borrower may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in Schedule 1 (Conditions precedent) in form and substance reasonably satisfactory to the Lender. The Lender shall notify the Borrower promptly upon being so satisfied.

provided, that immediately following the earlier of (i) the expiry of the Availability Period and (ii) the Utilisation, all such rights, remedies and entitlements shall be available to the Lender notwithstanding that they may not have been used or been available for use during the Availability Period and the definitions of “Major Default” and “Major Representation” shall cease to be applicable.

Only one (1) Loan may be borrowed under the Facility.

SECTION 3
UTILISATION

The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the 10:00 a.m. (Hong Kong time) thirty-five (35) days before the proposed Utilisation Date or such other time that the Lender may otherwise agree.

If the conditions set out in Clause 4 (Conditions of Utilisation), Clause 5.1 (Delivery of a Utilisation Request), Clause 5.2 (Completion of a Utilisation Request), and Clause 5.3 (Currency and amount) above have been met, the Lender shall make the Loan available by the Utilisation Date through its Facility Office.

The amount of the Total Commitment shall be immediately cancelled on the earlier of (a) immediately after the first Utilisation, and (b) at the end of the Availability Period.

SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

If it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in the Loan:

The Borrower may, if it gives the Lender not less than ten (10) Business Days’ prior written notice, cancel the whole or any part (being a minimum amount of US$30,000,000 and thereafter in integral multiples of US$30,000,000 or, if less, the principal outstanding amount of the Total Commitment) of the Total Commitment.

Upon the occurrence of:

the Lender may, by three (3) Business Days’ (or such other period as agreed by the Lender and the Borrower) prior written notice to the Borrower, cancel the Facility whereupon the Facility shall immediately be cancelled and/or declare all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents to be immediately due and payable, whereupon they shall become immediately due and payable.

“Distribution Proceeds” means the Net Cash Proceeds of any dividends and other distributions received by the Borrower or any other Group Member (other than the Operating Companies).

“Equity Issuance Proceeds” means the Net Cash Proceeds received by any Group Member in relation to any allotment or issue of that Group Member’s Equity Interests, but excluding any allotment or issue of shares by way of capitalisation of profits or reserves.

“Net Cash Proceeds” means the relevant amount after deducting: (a) any related reasonable expenses which are incurred by any Group Member to persons who are not members of the Group, and (b) any related Tax incurred and required to be paid by a Group Member.

SECTION 5
COSTS OF UTILISATION

Subject to Clause 11.1 (Market Disruption), the rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.

The Lender shall promptly notify the Borrower of the determination of a rate of interest under this Agreement.

Each Interest Period for the Loan shall start on an Interest Payment Date and end on the next following Interest Payment Date, except in the case of the first period applicable to the Loan which shall start on the Utilisation Date and end on the next following Interest Payment Date.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not or if such Interest Period is the final Interest Period).

If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest. For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the thirty day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

The Borrower shall pay to the Lender an up-front fee in the amount of US$400,000 on the earlier of (a) the Utilisation Date and (b) the date following five (5) Business Days after the expiry of the Availability Period.

SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means an increased payment made by the Borrower to the Lender under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender.

If the Borrower makes a Tax Payment and the Lender determines that:

the Lender shall pay an amount to the Borrower which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

The Borrower shall pay and, within five (5) Business Days of demand, indemnify the Lender against any cost, loss or liability the Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by the Lender of any of its obligations under any Finance Document.

the Borrower shall as an independent obligation, within five (5) Business Days of demand, indemnify the Lender against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall, within five (5) Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by the Lender as a result of:

The Borrower shall within five (5) Business Days on demand pay the Lender the amount of all costs and expenses (including legal fees) up to and not in excess of US$170,000 (plus the amount of any disbursements) reasonably incurred by it in connection with the negotiation, preparation, printing and execution of:

If (a) the Borrower requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 25.6 (Change of currency), the Borrower shall, within five (5) Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

The Borrower shall within five (5) Business Days of demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceeding instituted by or against the Lender as a consequence of taking or holding the Transaction Security or enforcing these rights.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

The Borrower makes the representations and warranties set out in this Clause 18 (in relation to itself, each other Obligor and each other Group Member) to the Lender.

and no order has been made or receiver appointed in respect of him or her under the Mental Health Ordinance (Cap. 316 of the laws of Hong Kong) or the Civil Procedure Law of PRC (中华人民共和国民事诉讼法) nor has any step or procedure been taken in any other jurisdiction which would restrict his or her ability or legal capacity to enter into any Finance Document or would require the approval of a third party or an authority.

Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

The entry into and performance by each Obligor of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

All Authorisations (in the case of each Personal Guarantor, subject to paragraph (c) of the definition of “Legal Reservations”) required or desirable:

have been obtained or effected and are in full force and effect.

Subject to the Legal Reservations:

Under the laws of each Obligor’s jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

No Obligor is required to make any deduction for or on account of Tax from any payment made under any Finance Document to which it is party.

Except for the litigation, arbitration, administrative proceedings or investigations of, or before, any court, arbitral body or agency, arising out of or in connection with the Acquisition and/or the Acquisition Documents as disclosed by the Borrower to the Lender in writing on or prior to the Signing Date (the “Disclosed Litigation”), no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, would reasonably be expected to have a Material Adverse Effect have, to the best of its knowledge and belief after having made due and careful enquiry, been started or threatened against any Group Member or its assets.

No Group Member (other than the Operating Companies) trades, carries on any business or owns any assets or incurs any liabilities except for:

Except as is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, each Group Member has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

The shares of each Group Member are validly issued and fully paid.

Each Group Member:

Each Group Member is in compliance with all obligations in respect of pensions operated by or maintained for the benefit of the Group in any respect where failure to do so comply has or might reasonably be expected to have a Material Adverse Effect.

Neither the making of the Utilisation nor the use of the proceeds of the Loan will violate or be inconsistent with the provisions of U.S. Regulation T, U or X of the Board of Governors of the Federal Reserve System from time to time in effect or any successor to all or a portion thereof.

No Obligor, nor any of its Subsidiaries, is an “investment company”, or is “controlled” by an “investment company”, within the meaning of the U.S. Investment Company Act of 1940, as amended.

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Total Commitment is in force.

The Borrower shall supply to the Lender:

For the purposes of this Agreement, any change in Applicable GAAP made in accordance with this paragraph (b) shall apply to the definition of Applicable GAAP as set out at Clause 1.1 (Definitions) at any time following such change (and until any subsequent change in Applicable GAAP in accordance with this Clause 19.3).

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

The Borrower shall supply to the Lender:

If:

obliges the Lender or, in the case of paragraph (c) above, any prospective new Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Lender, supply or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or, in the case of the event described in paragraph (c) above, any prospective new Lender) to carry out and be satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

Unless otherwise agreed in writing by the Lender, the Borrower shall ensure that at the end of each Relevant Period (as applicable) for so long as the Loan remains outstanding:

For the avoidance of doubt, any Permitted Facilities advanced to a Group Member for the purposes of a refinancing of an Existing Target Facility shall be excluded from the calculation of (a) and (b) above during the period from the entering into of such Permitted Facilities and the discharge of such Existing Target Facility.

The financial covenants set out in Clause 20.1 (Financial Condition) shall be tested by reference to the financial statements and Compliance Certificates delivered pursuant to Clause 19.1 (Financial statements) and Clause 19.2 (Provision and contents of Compliance Certificates) in respect of the Relevant Period.

“Borrowings” means, at any time, the outstanding principal, capital or nominal amount and (any fixed or minimum premium payable on prepayment or redemption thereof) for or in respect of Financial Indebtedness (other than in respect of derivative transactions for which the marked to market value shall be used) and the aggregate nominal value of any redeemable shares which are redeemable before the Termination Date;

“Consolidated EBITDA” means, for any Relevant Period, the consolidated operating profits of the Group before taxation for that Relevant Period:

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining the profits of the Group from ordinary activities before taxation.

“Consolidated Finance Charges” means, for any Relevant Period, the aggregate amount of interest, commission, fees, discounts, prepayment penalties or premiums and other finance payments in respect of Borrowings whether accrued, paid or payable and whether or not capitalised by any Group Member in respect of that Relevant Period:

“Consolidated Tangible Net Worth” means, with respect to the Group on a consolidated basis, at any time the aggregate of the amounts paid up or credited as paid up on the issued ordinary share capital of the Borrower and the amount standing to the credit of the reserves of the Group, including any amount credited to the share premium account, after deducting:

and so that no amount shall be included or excluded more than once.

“Consolidated Total Liabilities” means at any time the aggregate of all indebtedness which would be treated as a liability of the Group in accordance with Applicable GAAP including any amount raised by the issuance of redeemable shares which are redeemable before the Termination Date but excluding any indebtedness owed to any other member of the Group.

“Group” means the Borrower and each of its Subsidiaries (including, with respect to any Relevant Period which covers any period of time prior to the Acquisition Effective Time, each Target Group Member), in each case for the time being and “Group Member” means any of those persons.

“Relevant Period” means each period of twelve months ending on (a) the last day of the financial year of the Group; and (b) on the last day of the first half of the financial year of the Group.

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or the Total Commitment is in force.

The Borrower shall (and shall ensure that each Group Member will) promptly:

any Authorisation required under any law or regulation of its jurisdiction of incorporation,

The Borrower shall remain in good standing (if applicable) and shall (and shall ensure that each Group Member and each Personal Guarantor will) comply in all respects with all laws (including without limitation all applicable financial assistance legislation) to which it, he or she may be subject, if failure to so comply has or might reasonably be expected to have a Material Adverse Effect.

The Borrower shall (and shall ensure that each Group Member will):

where failure to do so has or might reasonably be expected to have a Material Adverse Effect.

The Borrower shall, (and shall ensure that each Group Member will), promptly upon becoming aware of the same, inform the Lender in writing of:

where the claim, if determined against that Group Member, has or might reasonably be expected to have a Material Adverse Effect.

The Borrower shall procure that no substantial change is made to the general nature of the business of the Target Group taken as a whole from that carried on by the Target Group at the date of this Agreement.

The Borrower shall ensure that, except as permitted under paragraph (d) below:

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. A transaction referred to in this paragraph (b) is termed “Quasi-Security”.

The Borrower shall not (and shall ensure no other Group Member (other than the Operating Companies) will) trade, carry on any business, own any assets or incur any liabilities except for:

The Borrower shall (and shall ensure that each Group Member will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business.

The Borrower shall not (and shall ensure that no other Group Member will) enter into (a) any transaction with any Affiliate or related person, or (b) any joint venture with any person, other than on arm’s-length terms and for full market value. Notwithstanding the foregoing, this Clause 21.11 shall not apply to any transaction or joint venture between Group Members.

The Borrower must not (and shall ensure that no other Group Member will) issue any Equity Interests except for the issuance of any Equity Interests which does not result in a Change of Control and provided that:

The Borrower shall ensure that at all times:

The Borrower shall ensure it and other Group Members are in compliance with all obligations in respect of pensions operated by or maintained for the benefit of the Group or its employees where failure to so comply has or might reasonably be expected to have a Material Adverse Effect.

If an Event of Default is continuing or the Lender reasonably suspects an Event of Default is continuing or may occur, the Borrower shall ensure that each Group Member will (not more than once in every financial year unless the Lender reasonably suspects an Event of Default is continuing or may occur) permit the Lender and/or accountants or other professional advisers of the Lender reasonable access during business hours and on reasonable prior notice, which shall not be less than five (5) days, at the risk and cost of the Borrower to (a) the premises, assets, books, accounts and records of each relevant Group Member and (b) meet and discuss matters with relevant senior management.

No Group Member may replace the Auditors, unless the new auditor to be appointed is any of Deloitte & Touche, PricewaterhouseCoopers, Ernst & Young and KPMG or such other institution reasonably acceptable to the Lender.

The Borrower shall (and shall procure that each Group Member will):

where failure to do so has or might reasonably be expected to have a Material Adverse Effect.

The Borrower shall procure that no Group Member will enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Group Member to pay dividends or other distributions with respect to any of its equity interests save for this Agreement and any restrictions and conditions imposed by law.

The Borrower shall not (and shall ensure that no Group Member will) enter into any Treasury Transactions, except for those entered into to hedge actual or projected interest or forward exposures arising in the ordinary course of trading and not for speculative purposes.

The Borrower shall ensure that the constitutional documents of it or the Target do not, and are not amended or varied in a manner which, restricts or otherwise prohibits the transferability of the shares in the Borrower or the Target or confers any right of pre-emption, tag-along or other similar rights on any person or which could reasonably be expected to adversely affect the interests of the Lender under any Security Documents.

The Borrower shall ensure that the Target Shares are delisted from the NASDAQ Stock Market within sixty (60) days after the Acquisition Effective Time and deregistered under the Securities Exchange Act of 1934, as amended, within one hundred (100) days after the Acquisition Effective Time.

Except for any restructuring with the prior written consent of the Lender, (i) Falcon shall at all times beneficially and legally own directly the entire Equity Interest of the Level-1 Onshore Sub, and (ii) the Borrower shall at all times own (whether directly or indirectly) the entire Equity Interest of the Level-1 Onshore Sub.

Unless and to the extent that disclosure is required under the applicable laws, regulations or rules of the relevant stock exchanges, the Borrower shall not (and shall ensure that no Group Member will) disclose the Facility or any content of the Finance Documents to any person (other than their legal and financial advisors for the purposes of negotiation, preparation and execution of the Finance Documents) without the prior written consent of the Lender.

To the extent that the Borrower may in any jurisdiction claim for itself or its assets or revenues any immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself, its assets or revenues such immunity (whether or not claimed), the Borrower irrevocably agrees not to claim, and irrevocably waives, such immunity to the full extent permitted by the laws of such jurisdiction.

The Borrower shall procure that, unless otherwise agreed by the Lender, no Obligor shall become a FATCA FFI.

The Borrower shall ensure that under the Mezzanine Debt Documents (1) there will be no more than four (4) repayment dates (each a "Mezz Repayment Date") and no more than four (4) interest payment dates (each a "Mezz Interest Payment Date"); (2) the first Mezz Repayment Date and the first Mezz Interest Payment Date shall be no earlier than the day immediately following the first Interest Payment Date; (3) the second Mezz Repayment Date and the second Mezz Interest Payment Date shall be no earlier than the day immediately following the second Interest Payment Date; (4) the third Mezz Repayment Date and the third Mezz Interest Payment Date shall be no earlier than the day immediately following the third Interest Payment Date; (5) the fourth Mezz Repayment Date and the fourth Mezz Interest Payment Date shall be no earlier than the day immediately following the fourth Interest Payment Date; and (6) no voluntary prepayment shall be made under the Mezzanine Debt Documents without prior written consent of the Lender.

Each of the events or circumstances set out in this Clause 22 is an Event of Default (save for Clause 22.17 (Acceleration)).

Any Obligor fails to pay on the due date any amount payable pursuant to a Finance Document to which it is a party at the place and in the currency in which it is expressed to be payable unless:

Any requirement of Clause 20 (Financial covenants) is not satisfied.

An Obligor fails to comply with any provision of Clause 21.29 (Delisting).

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Group Member under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

or any analogous procedure or step is taken in any jurisdiction.

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of any Group Member or any Obligor having an aggregate value (for the Group Members or Obligors taken as a whole) of US$1,000,000 (or its equivalent in any other currency or currencies).

Any Group Member suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business or ceases to be in good standing (if applicable).

The Auditors of the Group qualify the audited annual consolidated financial statements of the Group.

The authority or ability of any Group Member to conduct its business is wholly or substantially limited or curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Group Member or any of its assets.

Any event or circumstance occurs which might reasonably be expected to have a Material Adverse Effect.

If, after the occurrence of the Utilisation Date, an Event of Default has occurred which is continuing the Lender may, by notice to the Borrower:

SECTION 9

CHANGES TO PARTIES

then the relevant bank or financial institution or the Lender acting through its other Facility Office is only entitled to receive payment under those clauses to the same extent as the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents. Notwithstanding the foregoing, subject to the Lender’s prior written consent (which shall not be unreasonably withheld), the Borrower may assign its rights or transfer its rights or obligations under the Finance Document to an Affiliate of the Borrower (the “New Borrower”) pursuant to a restructuring for tax efficiency purposes, provided that:

SECTION 10
ADMINISTRATION

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

The Lender may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

or any substitute address, fax number or department or officer as the Party may notify to the Lender (or the Lender may notify to the other Parties, if a change is made by the Lender) by not less than five (5) Business Days’ notice.

and, if a particular department or officer is specified as part of its address details provided under Clause 27.2 (Addresses), if addressed to that department or officer.

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the market practice differs, in accordance with that market practice.

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Any term of the Finance Documents may be amended or waived only with the consent of the Lender and the Borrower and any such amendment or waiver will be binding on all Parties.

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

SECTION 11
GOVERNING LAW AND ENFORCEMENT

This Agreement is governed by Hong Kong law.

Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

The Borrower expressly agrees and consents to the provisions of this Clause 34.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

Schedule 1
Conditions Precedent