Zhongpin Inc. – ‘DEF 14C’ for 2/27/07

On:  Tuesday, 2/27/07, at 5:18pm ET   ·   Effective:  2/27/07   ·   For:  2/27/07   ·   Accession #:  930413-7-1683   ·   File #:  333-112111

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Proxy Information Statement                13     60K 
 2: EX-99.A     Miscellaneous Exhibit                                  1      7K 

DEF 14C   —   Definitive Proxy Information Statement
Document Table of Contents

DEF 14C
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 As filed with the Securities and Exchange Commission on February 27, 2007

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C INFORMATION

 INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

 ---------------

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  
Check the appropriate box:                                                      
[ ]  Preliminary Information Statement                                          
[ ]  Confidential, for the use of the Commission only (as permitted by Rule     
14c-5(d)(2))                                                          
[X]  Definitive Information Statement                                           

 ---------------

 ZHONGPIN INC.
(Name of Registrant as Specified in Its Charter)

(Name(s) of Person Filing Information Statement,
 if Other than Registrant)
 ---------------

Payment of Filing Fee (Check the appropriate box):                              
[X]  No fee required                                                            
[ ]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.      
(1)  Title of each class of securities to which transaction applies:  
(2)  Aggregate number of securities to which transaction  applies:    
     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):  
(4)  Proposed maximum aggregate value of transaction:                 
(5)  Total fee paid:                                                  

[ ]  Fee paid previously with preliminary materials:                            
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-1l(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1)  Amount Previously Paid:                                                    
(2)  Form,  Schedule or Registration  Statement No.:                  
(3)  Filing Party:                                                    
(4)  Date Filed:                                                      

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 ZHONGPIN INC.
21 CHANGSHE ROAD, CHANGGE CITY
HENAN PROVINCE, THE PEOPLE'S REPUBLIC OF CHINA

                                                               February 27, 2007

Dear Stockholder:                                                               

I am writing to inform  you that the board of  directors  of  Zhongpin  Inc.,  a
Delaware  corporation  (sometimes  hereinafter referred to as "WE", "US" or "OUR
COMPANY"), and holders of a majority of the issued and outstanding shares of our
capital stock entitled to vote on the matter set forth herein, have approved the
following  corporate  action in lieu of a meeting pursuant to Sections 141(f) of
the Delaware General Corporation Law:                                           

                  The amendment to our Certificate of Incorporation so as to (1)
         increase the amount of  authorized  shares of common  stock,  par value
         $.001 per share (the "COMMON  STOCK"),  of our company from twenty-five
         million  (25,000,000)  shares  to  one  hundred  million  (100,000,000)
         shares,  and (2) increase the amount of authorized  shares of preferred
         stock,  par value  $.001  per share  (the  "PREFERRED  STOCK"),  of our
         company from ten million  (10,000,000)  shares to  twenty-five  million
(25,000,000) shares.                                          

        WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.                                                                        

         This Information Statement,  which describes the above corporate action
in more  detail,  is  being  furnished  to our  stockholders  for  informational
purposes only pursuant to Section 14(c) of the Securities  Exchange Act of 1934,
as  amended  (the  "EXCHANGE  ACT"),  and the rules and  regulations  prescribed
thereunder.  Pursuant  to Rule 14c-2 under the  Exchange  Act,  these  corporate
actions will not be effective  until twenty (20) calendar days after the mailing
of this Information Statement to our stockholders,  at which time we will file a
Certificate of Amendment to our Certificate of  Incorporation  with the Delaware
Secretary of State to effectuate the actions  described  above.  The increase in
the number of our authorized  capital stock will be effective at such time after
the  expiration  of the  aforementioned  twenty  (20) day period as our board of
directors has determined to be the appropriate effective time.                  

Sincerely,

   /S/XIANFU ZHU
                         -----------------------------------
XIANFU ZHU
                       Chief Executive Officer, Chairman

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 ZHONGPIN INC.
21 CHANGSHE ROAD, CHANGGE CITY
HENAN PROVINCE, THE PEOPLE'S REPUBLIC OF CHINA

 INFORMATION STATEMENT
 FEBRUARY 27, 2007

         This  Information  Statement  is being  mailed to the  stockholders  of
Zhongpin  Inc., a Delaware  corporation  (sometimes  hereinafter  referred to as
"WE", "US" or "OUR  COMPANY"),  on or about February 27, 2007 in connection with
the corporate  action referred to below.  Our Board of Directors and the holders
of a majority of the issued and outstanding shares of our capital stock entitled
to vote on the matter set forth herein have approved  such matter.  Accordingly,
this  Information  Statement  is  furnished  solely for the purpose of informing
stockholders,  in the manner  required  under  Regulation  14C of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), of this corporate action.
No other  stockholder  approval is  required.  The record  date for  determining
stockholders entitled to receive this Information Statement has been established
as the close of business on February 14, 2007 (the "RECORD DATE").              

        WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.                                                                        

CORPORATE ACTION

         The Delaware General  Corporation Law permits the holders of a majority
of the shares of our outstanding  capital stock to approve and authorize actions
by written consent of a majority of the shares outstanding as if the action were
undertaken at a duly constituted  meeting of our  stockholders.  On February 14,
2007,  the holders (the "MAJORITY  STOCKHOLDERS")  of an aggregate of 11,250,005
shares of our common stock, par value $.001 per share (the "COMMON STOCK") which
represented approximately 59.1% of the total votes of our capital stock entitled
to be cast on the  matter  set forth  herein,  consented  in  writing  without a
meeting to the matter  described  below.  As a result,  no further votes will be
needed.  As of the Record Date, we had outstanding  12,132,311  shares of Common
Stock.  In addition,  at such date we had  outstanding  6,900,000  shares of our
Series A convertible  preferred  stock, par value $.001 per share (the "SERIES A
PREFERRED  STOCK"),  each of which shares is entitled to one vote on all matters
to be considered by our stockholders,  together with the holders of Common Stock
as a single class. The corporate action described in this Information  Statement
will not  afford  stockholders  the  opportunity  to  dissent  from  the  action
described herein or to receive an agreed or judicially appraised value for their
shares of Common Stock or Series A Preferred Stock.                             

         Our Board and the Majority  Stockholders have consented to the adoption
and filing of a Certificate of Amendment to our  Certificate  of  Incorporation,
which we anticipate filing in the form of EXHIBIT A attached to this Information
Statement.  The  amendment,  when  effective,  will (1)  increase  the amount of
authorized shares of Common Stock from twenty-five  million  (25,000,000) shares
to one hundred  million  (100,000,000)  shares,  and (2)  increase the amount of
authorized  shares of preferred stock, par value $.001 per share (the "PREFERRED
STOCK"),  of our company  from ten million  (10,000,000)  shares to  twenty-five
million  (25,000,000)  shares.  We will  pay the  expenses  of  furnishing  this
Information  Statement to our  stockholders,  including  the cost of  preparing,
assembling and mailing this Information Statement.                              

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 AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK AND PREFERRED STOCK

         In accordance with Section 141 of the Delaware General Corporation Law,
on February 14,  2007,  our Board of  Directors,  believing it to be in the best
interests  of our company and its  stockholders,  approved an  amendment  to our
Certificate of Incorporation to (1) increase the amount of authorized  shares of
Common Stock from twenty-five million (25,000,000) shares to one hundred million
(100,000,000)  shares,  and (2)  increase  the  amount of  authorized  shares of
Preferred  Stock from ten million  (10,000,000)  shares to  twenty-five  million
(25,000,000)  shares.  The  Board  of  Directors  recommended  adoption  of  the
amendment to our  stockholders  pursuant to Section 242 of the Delaware  General
Corporation   Law  and,  on  February  14,  2007,   the  Majority   Stockholders
subsequently   approved  of  and  adopted  the  amendment  by  written  consent,
consistent with Section 228 of the Delaware General Corporation Law.            

CURRENT USE OF SHARES                                                           

         As of February 14, 2007,  12,132,311 shares of Common Stock were issued
and outstanding and 6,900,000 shares of Series A Preferred Stock were issued and
outstanding,  each such share  convertible  into one share of Common  Stock.  In
addition,  at such date,  4,434,799  shares of Common  Stock were  reserved  for
issuance  upon the  exercise of  outstanding  Common  Stock  purchase  warrants,
690,000  shares of Series A Preferred  Stock were reserved for issuance upon the
exercise of outstanding  unit purchase  warrants and 1,035,000  shares of Common
Stock were reserved for issuance  upon the  conversion of the Series A Preferred
Stock or exercise of the Common Stock  purchase  warrants  comprising  such unit
purchase warrants.                                                              

PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION                              

         Our Board of  Directors  and the Majority  Stockholders  have adopted a
resolution  setting forth the proposed  amendment to Article number  "FOURTH" of
our Certificate of Incorporation.                                               

         The  following  is the text of Article  number  "FOURTH" of the amended
Certificate of Incorporation of our company:                                    

                  "FOURTH: The total number of shares of capital stock which the
         Corporation  shall have  authority to issue is one hundred  twenty-five
         million   (125,000,000)   shares,   of  which   one   hundred   million
         (100,000,000)  shares shall be Common Stock,  par value $.001 per share
         without  cumulative voting rights and without  preemptive  rights,  and
         twenty-five  million  (25,000,000) shares shall be Preferred Stock, par
value $.001 per share.                                        

                  The  Board  of  Directors  of  the  Corporation  is  expressly
         authorized  at any time,  and from  time to time,  to  provide  for the
         issuance of shares of Preferred Stock in one or more series,  with such
         designations,  preferences  and  relative,  participating,  optional or
other special rights, and qualifications, limitations, or     

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         restrictions   thereof,  as  shall  be  stated  and  expressed  in  the
         resolution or  resolutions  providing for the issue thereof  adopted by
the Board of Directors."                                      

COMMON STOCK                                                                    

         VOTING,  DIVIDEND AND OTHER RIGHTS.  Each  outstanding  share of Common
Stock  entitles  the  holder  to  one  vote  on  all  matters  presented  to the
stockholders  for a vote.  Holders of shares of Common Stock have no  cumulative
voting,  preemptive,  subscription or conversion  rights. Our Board of Directors
determines if and when  distributions may be paid out of legally available funds
to the holders.  To date, we have not declared any dividends with respect to our
Common Stock. Our declaration of any cash dividends in the future will depend on
the  determination  of our Board of  Directors  as to  whether,  in light of our
earnings,  financial  position,  cash  requirements  and other relevant  factors
existing at the time, it appears advisable to do so. We do not anticipate paying
cash dividends on our Common Stock in the foreseeable future.                   

         RIGHTS UPON LIQUIDATION. Upon liquidation,  subject to the right of any
holders of the  Preferred  Stock to  receive  preferential  distributions,  each
outstanding  share of  Common  Stock  may  participate  pro  rata in the  assets
remaining  after payment of, or adequate  provision for, all our known debts and
liabilities.                                                                    

         MAJORITY VOTING. The holders of a majority of the outstanding shares of
Common Stock constitute a quorum at any meeting of the stockholders. A plurality
of the votes cast at a meeting of stockholders elects our directors.  Our Common
Stock  does not have  cumulative  voting  rights.  Therefore,  the  holders of a
majority  of the  outstanding  shares  of  Common  Stock  can  elect  all of our
directors. In general, a majority of the votes cast at a meeting of stockholders
must authorize  stockholder  actions other than the election of directors.  Most
amendments to our Certificate of  Incorporation  require the vote of the holders
of a majority of all outstanding voting shares.                                 

PREFERRED STOCK                                                                 

         AUTHORITY  OF BOARD OF  DIRECTORS  TO  CREATE  SERIES  AND FIX  RIGHTS.
Currently,  under our  Certificate of  Incorporation,  as amended,  our Board of
Directors can issue up to 10,000,000 shares of Preferred Stock from time to time
in one or more series. The Board of Directors is authorized to fix by resolution
as to any series the designation and number of shares of the series,  the voting
rights,  the dividend  rights,  the  redemption  price,  the amount payable upon
liquidation or dissolution,  the conversion rights, and any other  designations,
preferences or special rights or restrictions as may be permitted by law. Unless
the nature of a particular  transaction and the rules of law applicable  thereto
require such  approval,  our Board of Directors has the authority to issue these
shares of Preferred Stock without stockholder  approval.  Our Board of Directors
has designated  7,631,250 shares of the authorized but unissued  Preferred Stock
as Series A Preferred Stock.                                                    

SERIES A PREFERRED STOCK                                                        

         DIVIDENDS.  The holders of our Series A Preferred Stock are entitled to
receive,  when and as  declared  by our Board of  Directors,  dividends  in such
amounts as may be determined by our Board of Directors  from time to time out of
funds legally available therefor. No dividends (other                           

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than those payable solely in Common Stock) will be paid to the holders of Common
Stock until there  shall have been paid or  declared  and set apart  during that
fiscal  year for the  holders of the Series A  Preferred  Stock a dividend in an
amount  per share  equal to the  product  of (i) the  number of shares of Common
Stock issuable upon  conversion of their shares of Series A Preferred  Stock and
(ii) the amount per share of the dividend to be paid on the Common Stock.       

         PREFERENCE ON LIQUIDATION.  In the event of a merger,  consolidation or
sale of all or substantially all of our assets or other liquidation,  holders of
our Series A  Preferred  Stock  shall get a priority  in payment  over all other
classes of stock. In such events,  holders of our Series A Preferred Stock would
be entitled to receive the  greater of (i) the  original  purchase  price of the
Series A Preferred Stock or (ii) the amount the holder would get if he converted
all of his Series A Preferred Stock into Common Stock.                          

         VOTING.  The holder of each share of Series A Preferred Stock (i) shall
be  entitled  to the  number of votes with  respect  to such share  equal to the
number of shares of Common  Stock into  which  such share of Series A  Preferred
Stock could be  converted  on the record  date for the  subject  vote or written
consent (or, if there is no such record date, then on the date that such vote is
taken or  consent is  effective)  and (ii)  shall be  entitled  to notice of any
stockholders' meeting in accordance with our Bylaws.                            

         APPOINT AND ELECT A DIRECTOR. So long as the number of shares of Common
Stock issuable upon conversion of the  outstanding  shares of Series A Preferred
Stock is greater  than 10% of the number of  outstanding  shares of Common Stock
(on a fully  diluted  basis),  the  holders  of record of the shares of Series A
Preferred Stock, exclusively and as a separate class, shall be entitled to elect
one of our directors.                                                           

         CONVERSION  RIGHT.  Subject to the  limitation on conversion  described
below,  the holders of Series A Preferred Stock may convert each share of Series
A Preferred Stock into one share of Common Stock.  The conversion  ratio will be
adjusted for stock dividends, stock splits and similar events.                  

         AUTOMATIC CONVERSION. Subject to the limitation on conversion described
below,  each share of Series A Preferred Stock will  automatically  be converted
into  one  share of  Common  Stock,  subject  to  adjustment,  if (i) we have an
underwritten  public offering of our Common Stock giving us at least $30 million
in net proceeds, (ii)(A) the closing price of our Common Stock equals or exceeds
$10 (as  adjusted)  for the twenty (20)  consecutive-trading-day  period  ending
within two (2) days of the date on which we provide notice of such conversion as
hereinafter  provided and (B) either a registration  statement  registering  for
resale the  shares of Common  Stock  issuable  upon  conversion  of the Series A
Preferred Stock has been declared  effective and remains effective and available
for resale for the twenty (20)-day  period,  or Rule 144(k) under the Securities
Act of 1933, as amended, is available for the resale of such shares, or (iii) by
consent  of at least 67% of the  then-outstanding  shares of Series A  Preferred
Stock.                                                                          

         LIMITATIONS  ON  CONVERSION.  We will not effect the  conversion of any
share of Series A  Preferred  Stock,  and no person  who is a holder of Series A
Preferred  Stock  shall have the right to convert  shares of Series A  Preferred
Stock into shares of Common  Stock,  to the extent that after  giving  effect to
such conversion, such person (together with such person's affiliates) would     

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beneficially  own in  excess  of  9.999%  of the  shares  of  our  Common  Stock
outstanding immediately after giving effect to such conversion.  For purposes of
this limitation, the aggregate number of shares of our Common Stock beneficially
owned by such person and its affiliates shall include,  without limitation,  the
number of shares of Common Stock issuable upon  conversion of Series A Preferred
Stock with respect to which such  determination is being made, but shall exclude
shares of Common Stock that would be issuable upon (i) exercise of the remaining
unconverted shares of Series A Preferred Stock beneficially owned by such person
and its  affiliates  and (ii)  exercise  or  conversion  of the  unexercised  or
unconverted portion of any other securities of our company beneficially owned by
such  person  and its  affiliates  (including,  without  limitation,  shares  of
convertible  stock,  any  debentures,  convertible  notes or  other  convertible
Preferred  Stock or warrants)  subject to a limitation on conversion or exercise
analogous  to the  limitation  on  conversion  of our Series A Preferred  Stock.
Notwithstanding  the  foregoing,  such  limitation  on  conversion  shall not be
applicable  to any person who notifies  the  Secretary of our company in writing
prior to the purchase of any shares of Series A Preferred Stock that such person
irrevocably  elects not to have such provisions  apply to any shares of Series A
Preferred Stock owned of record by such person.                                 

         PROTECTIVE PROVISIONS. So long as at least 1,750,000 shares of Series A
Preferred  Stock are  outstanding  (subject  to  adjustment  for  stock  splits,
combinations and the like), the consent or approval of the holders of a majority
of the  outstanding  shares of Series A Preferred  Stock  shall be required  (in
addition to any consent or  approval  otherwise  required by law) for us to take
certain actions, including (1) the liquidation, dissolution or winding up of our
company,  (2) the  amendment,  alteration  or  repeal  of any  provision  of our
Certificate  of  Incorporation  so as  to  affect  the  rights,  preferences  or
privileges of our Series A Preferred  Stock,  (3) the creation of a new class of
Preferred  Stock or any  increase  in the number of shares of Series A Preferred
Stock that can be issued,  or (4) the purchase or redemption,  or the payment or
declaration  of any dividend or making of any  distribution  on, any  securities
junior in priority to our Series A  Preferred  Stock;  or (5) make any change in
the size of our Board of Directors.                                             

PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT                                    

         Our  Board of  Directors  and the  Majority  Stockholders  believe  the
availability  of additional  authorized but unissued  shares of Common Stock and
Preferred  Stock will provide our company with the  flexibility  to issue Common
Stock  and/or  Preferred  Stock for a variety of corporate  purposes,  including
corporate  financing,  public  or  private  offerings  of  Common  Stock  and/or
Preferred Stock, future acquisitions,  stock dividends,  stock splits, strategic
relationships  with  corporate  partners,  stock  options and other  stock-based
compensation.                                                                   

         Other than as described  above, our Board of Directors has no immediate
plans,  understanding,  agreements or commitments to issue additional  shares of
Common  Stock or  Preferred  Stock for any  purposes.  No  additional  action or
authorization  by our  stockholders  would be necessary prior to the issuance of
such additional  shares of Common Stock or Preferred  Stock,  unless required by
applicable  law or the  rules  of any  stock  exchange  or  national  securities
association  trading  system on which  such stock is then  listed or quoted.  We
reserve the right to seek a further increase in authorized  shares of our Common
Stock  and/or  Preferred  Stock  from time to time in the  future as  considered
appropriate by our Board of Directors.                                          

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         Under our Certificate of  Incorporation,  our  stockholders do not have
preemptive  rights with respect to our Common Stock.  Thus,  should our Board of
Directors elect to issue additional shares of Common Stock,  existing holders of
Common Stock would not have any preferential  rights to purchase such shares. In
addition,  if our Board of Directors elects to issue additional shares of Common
Stock,  such  issuance  could have a dilutive  effect on the earnings per share,
voting power and stockholdings of current holders of Common Stock.              

         The  issuance of the  additional  shares of Common  Stock or  Preferred
Stock  could have the effect of diluting  earnings  per share and book value per
share,  which  could  adversely  affect  our  existing   stockholders.   Issuing
additional shares of Common Stock or Preferred Stock may also have the effect of
delaying or preventing a change of control of our company.  Our  authorized  but
unissued  shares of Common  Stock or  Preferred  Stock could be issued in one or
more transactions that would make it more difficult or costly,  and less likely,
to  effectuate a takeover of our company.  The amendment to our  Certificate  of
Incorporation is not in response to any specific effort of which we are aware to
obtain  control  of our  company,  and our  Board of  Directors  has no  present
intention to use the  additional  shares of Common  Stock or Preferred  Stock in
order to impede a takeover attempt.                                             

         The amendment  will become  effective  upon filing of a Certificate  of
Amendment to our  Certificate of  Incorporation  with the Delaware  Secretary of
State. However, our Board of Directors retains discretion under Delaware law not
to implement the amendment.  If our Board exercises such discretion,  the number
of authorized shares will remain at current levels.                             

RIGHTS OF DISSENTING STOCKHOLDERS/APPRAISAL RIGHTS

         Our  stockholders  are not entitled to appraisal or  dissenters  rights
under  the laws of the  State of  Delaware  by  virtue  of an  amendment  to our
Certificate of Incorporation increasing the number of shares of our Common Stock
and Preferred Stock that we may issue.                                          

PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT

         The  following  table sets forth,  as of December 22, 2006,  the names,
addresses  and number of shares of our Common  Stock  beneficially  owned by all
persons known to us to be beneficial  owners of more than 5% of the  outstanding
shares of our  Common  Stock,  and the names and  number of shares  beneficially
owned by all of our directors and all of our executive officers and directors as
a group (except as indicated, each beneficial owner listed exercises sole       

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voting power and sole dispositive power over the shares beneficially  owned). As
of  December  22,  2006,  we had a total of  12,132,311  shares of Common  Stock
outstanding.                                                                    

                                                        [Enlarge/Download Table]

                                                     NUMBER OF SHARES   PERCENT OF   
                                                       AND NATURE         COMMON     
                                                      OF BENEFICIAL        STOCK     
NAME OF BENEFICIAL OWNER                               OWNERSHIP(1)    OUTSTANDING(2)
------------------------                               ------------    --------------
                                                                                     
Xianfu Zhu ........................................      6,367,506        52.5%      
c/o Zhongpin Inc.                                                                    
21 Changshe Road                                                                     
Changge City, Henan Province                                                         
The People's Republic of China                                                       

Pinnacle China Fund, L.P. .........................      1,213,509(3)      9.9%      
4965 Preston Park Blvd                                                               
Suite 240                                                                            
Plano, TX 75093                                                                      

Entities Affiliated with RENN Capital Group, Inc...      1,299,414(4)      9.7%      
8080 Central Expressway, Suite 210, LB-59                                            
Dallas, TX 75206                                                                     

Jayhawk China Fund (Cayman), Ltd. .................      1,213,109(5)      9.9%      
c/o Genesis Fund Service Limited                                                     
8201 Mission Road, Suite 110                                                         
Prairie Village, KS 66208                                                            

Entities Affiliated with Special Situations Private                                  
   Equity Fund, L.P. ..............................      1,200,563(6)      9.0%      
527 Madison Avenue, Suite 2600                                                       
New York, NY 10022                                                                   

Entities Affiliated with Atlas Capital L.P. .......        800,376(7)      6.2%      
100 Crescent Court, Suite 880                                                        
Dallas, TX 75201                                                                     

Vision Opportunity Master Fund, Ltd. ..............        720,338(8)      5.6%      
317 Madison Avenue, Suite 200                                                        
New York, NY 10017                                                                   

Southwell Partners, L.P. ..........................        736,446(9)      5.7%      
1901 North Akard Street                                                              
Dallas, Texas 75201                                                                  

Yunchun Wang ......................................        562,500         4.6%      

Xinyu Li ..........................................           --           --        

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                                                                [Download Table]

                                                    NUMBER OF SHARES   PERCENT OF   
                                                      AND NATURE         COMMON     
                                                     OF BENEFICIAL        STOCK     
NAME OF BENEFICIAL OWNER                              OWNERSHIP(1)    OUTSTANDING(2)
------------------------                              ------------    --------------
                                                                                    
All directors and executive officers as                                             
   a group (six persons) ..........................     7,768,134        64.0%      

---------------                                                                 

(1)  A person is considered to beneficially own any shares:  (i) over which such
     person,  directly  or  indirectly,  exercises  sole  or  shared  voting  or
     investment  power,  or (ii) of which  such  person has the right to acquire
     beneficial  ownership at any time within 60 days (such as through  exercise
     of stock  options or  warrants).  Unless  otherwise  indicated,  voting and
     investment  power  relating  to the  shares  shown  in the  table  for  our
     directors  and  executive  officers is exercised  solely by the  beneficial
owner or shared by the owner and the owner's spouse or children.      

(2)  For purposes of computing  the  percentage  shown above.  In addition,  for
     purposes  of this  table,  a person or group of  persons  is deemed to have
     "beneficial  ownership"  of any shares of Common Stock that such person has
     the right to acquire  within 60 days after  December 22, 2006. For purposes
     of computing the percentage of outstanding  shares of our Common Stock held
     by each person or group of persons named above, any shares that such person
     or persons has the right to acquire  within 60 days after December 22, 2006
     is deemed to be  outstanding,  but is not deemed to be outstanding  for the
     purpose of computing  the  percentage  ownership of any other  person.  The
     inclusion  herein of any  shares  listed  as  beneficially  owned  does not
constitute an admission of beneficial ownership.                      

(3)  Pinnacle China Fund, L.P.  ("PINNACLE") owns 144,866  outstanding shares of
     Common Stock,  shares of Series A Preferred Stock that are convertible into
     an aggregate of 1,750,000  shares of Common Stock, and warrants to purchase
     an aggregate of 1,137,500  shares of Common  Stock.  The shares of Series A
     Preferred Stock and warrants  contain  provisions known as "exercise caps,"
     which  prohibit  the holder of the shares of Series A  Preferred  Stock and
     warrants (and its  affiliates)  from  converting  such shares or exercising
     such  warrants  to the extent  that  giving  effect to such  conversion  or
     exercise,  such holder  would  beneficially  own in excess of 9.999% of our
     outstanding Common Stock. The figures set forth above reflect the operation
     of such  exercise  caps in that we have not  included  1,818,857  shares of
     Common Stock issuable  pursuant to such convertible  shares and warrants as
     Pinnacle has advised us that it does not  beneficially  own such shares due
     to the fact that it cannot  exercise  its right to receive  such  shares at
     this time.  In the absence of such caps,  Pinnacle  would have the right to
     receive  all  shares  issuable  upon  conversion  of the shares of Series A
     Preferred  Stock and exercise of the  warrants  (an  aggregate of 2,887,500
shares) and would have a beneficial ownership percentage of 20.2%.    

     Pinnacle China Advisers,  L.P. ("PINNACLE ADVISERS") is the general partner
     of Pinnacle.  Pinnacle China Management, LLC ("PINNACLE MANAGEMENT") is the
     general partner of Pinnacle Advisers. Kitt China Management, LLC ("PINNACLE
     MANAGER") is the manager of Pinnacle Management.  Barry M. Kitt is the sole
     member of Pinnacle  Manager.  Mr.  Kitt may be deemed to be the  beneficial
     owner of the shares of Common Stock  beneficially  owned by  Pinnacle.  Mr.
     Kitt expressly disclaims beneficial ownership of all shares of Common Stock
beneficially owned by Pinnacle.                                       

(4)  (i) BFS US Special  Opportunities Trust PLC ("BFS") owns 30,957 outstanding
     shares  of  Common  Stock,  shares of  Series A  Preferred  Stock  that are
     convertible  into an  aggregate  of  375,000  shares  of  Common  Stock and
     warrants to purchase an aggregate of 243,750  shares of Common  Stock,  and
     (ii) Renaissance US Growth Investment Trust PLC ("RENAISSANCE") owns 30,957
     outstanding shares of Common Stock, shares of Series A Preferred Stock that
     are  convertible  into an aggregate  of 375,000  shares of Common Stock and
     warrants to purchase an aggregate of 243,750  shares of Common Stock.  RENN
     Capital Group,  Inc. ("RENN ADVISOR") is the investment  manager of each of
BFS and Renaissance.                                                  

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     Russell  Cleveland,  the  President  of RENN  Advisor,  has  voting  and/or
  investment control over the shares owned by each of BFS and Renaissance.

(5)  Jayhawk  China Fund  (Cayman),  Ltd.  ("JAYHAWK")  owns 74,297  outstanding
     shares  of  Common  Stock,  shares of  Series A  Preferred  Stock  that are
     convertible  into an  aggregate  of  900,000  shares  of  Common  Stock and
     warrants to purchase an aggregate of 585,000  shares of Common  Stock.  The
     shares of Series A Preferred Stock and warrants contain provisions known as
     "exercise  caps,"  which  prohibit  the  holder  of the  shares of Series A
     Preferred  Stock and warrants (and its  affiliates)  from  converting  such
     shares or exercising such warrants to the extent that giving effect to such
     conversion  or exercise,  such holder would  beneficially  own in excess of
     9.999% of our outstanding Common Stock. The figures set forth above reflect
     the operation of such  exercise  caps in that we have not included  346,188
     shares of Common Stock  issuable  pursuant to such  convertible  shares and
     warrants as Jayhawk has advised us that it does not  beneficially  own such
     shares due to the fact that it cannot  exercise  its right to receive  such
     shares at this time.  In the absence of such caps,  Jayhawk  would have the
     right to  receive  all shares  issuable  upon  conversion  of the shares of
     Series A Preferred  Stock and  exercise of the  warrants  (an  aggregate of
     1,485,000  shares)  and would have a  beneficial  ownership  percentage  of
11.5%.                                                                

     Jayhawk Capital Management,  LLC is the investment manager of Jayhawk. Kent
     C. McCarthy has voting and/or  investment  control over the shares owned by
Jayhawk.                                                              

(6)  Consists of (i) 214,500 shares of Common Stock issuable upon the conversion
     of  Series A  Preferred  Stock  beneficially  owned by  Special  Situations
     Private  Equity Fund L.P.  ("PRIVATE  EQUITY  FUND") and 128,860  shares of
     Common Stock  issuable upon the exercise of warrants  bneficially  owned by
     the Private Equity Fund,  (ii) 492,750 shares of Common Stock issuable upon
     the conversion of Series A Preferred  Stock  beneficially  owned by Special
     Situation  Fund III QP, L.P.  ("FUND III QP") and 296,020  shares of Common
     Stock issuable upon the exercise of warrants beneficially owned by Fund III
     QP and (iii) 42,750 shares of Common Stock  issuable upon the conversion of
     Series A Preferred Stock beneficially owned by Special Situations Fund III,
     L.P.  ("FUND  III") and 25,683  shares of Common  Stock  issuable  upon the
exercise of warrants beneficially owned by Fund III.                  

     MG Advisors, L.L.C. ("MG") is the general partner of and investment adviser
     to the Private Equity Fund. Austin W. Marxe and David M. Greenhouse are the
     principal  owners of MG and are principally  responsible for the selection,
     acquisition and disposition of the portfolio  securities by MG on behalf of
     Private  Equity  Fund.  MGP  Advisers  Limited  Partnership  ("MGP") is the
     general  partner of Fund III and Fund III QP.  Austin W. Marxe and David M.
     Greenhouse are the general partners of MGP and are principally  responsible
     for the selection,  acquisition and disposition of the portfolio securities
by MGP on behalf of Fund III and Fund III QP.                         

(7)  Consists of (i) 283,750 shares of Common Stock issuable upon the conversion
     of Series A Preferred  Stock,  and 170,462  shares of Common Stock issuable
     upon the exercise of warrants,  beneficially  owned by Atlas Capital Master
     Fund,  L.P.,  (ii)  172,000  shares  of  Common  Stock  issuable  upon  the
     conversion of Series A Preferred  Stock, and 103,330 shares of Common Stock
     issuable upon the exercise of warrants, beneficially owned by Atlas Capital
     (Q.P.),  L.P. and (iii) 44,250  shares of Common  Stock  issuable  upon the
     conversion of Series A Preferred  Stock,  and 26,584 shares of Common Stock
     issuable upon the exercise of warrants, beneficially owned by Atlas Capital
     Offshore  Exempt Fund,  Ltd. Atlas Capital L.P. and Atlas Capital  Offshore
     Fund Ltd.  ("ATLAS  OFFSHORE")  are the general  partners of Atlas  Capital
     Master Fund Ltd. Atlas Capital Management L.P. ("ATLAS  MANAGEMENT") is the
     general partner of Atlas Capital L.P. Atlas  Management is also the general
     partner of Atlas Capital (QP), L.P. and Atlas Offshore.  RHA is the general
     partner of Atlas  Management.  Robert H. Alpert  ("ALPERT") is President of
     RHA  and  is a  director  of  Atlas  Offshore.  Alpert  has  voting  and/or
     investment  control  over the shares  owned by Atlas  Capital  Master Fund,
     L.P.,  Atlas Capital (Q.P.),  L.P. and Atlas Capital  Offshore Exempt Fund,
Ltd.                                                                  

(8)  Consists of 450,000  shares of Common Stock issuable upon the conversion of
     Series A Preferred  Stock, and 270,338 shares of Common Stock issuable upon
     the exercise of warrants,  beneficially  owned by Vision Opportunity Master
     Fund, Ltd ("VISION"). Adam Benowitz, managing partner of Vision, has voting
and/or investment control over the shares owned by Vision.            

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(9)  Consists of 36,117  outstanding  shares of Common Stock,  437,500 shares of
     Common Stock issuable upon the conversion of Series A Preferred  Stock, and
     262,829  shares of Common  Stock  issuable  upon the  exercise of warrants,
     beneficially owned by Southwell Partners,  L.P. Southwell Management,  L.P.
     is the general  partner of Southwell  Partners,  L.P. Wilson Jaeggli is the
     managing  director  of  Southwell  Partners,  L.P.  and has  voting  and/or
investment control over the shares owned by Southwell Partners, L.P.  

         From time to time, the number of shares of our Common Stock held in the
"street name"  accounts of various  securities  dealers for the benefit of their
clients or in  centralized  securities  depositories  may exceed 5% of the total
shares of our Common Stock outstanding.                                         

 INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION
 TO MATTERS TO BE ACTED UPON

         None of our officers or directors or any of their respective affiliates
has any substantial interest in the proposal to be acted upon.                  

FORWARD-LOOKING STATEMENTS

         This  Information  Statement  may  contain  certain   "forward-looking"
statements  as such term is defined by the  Securities  and Exchange  Commission
(the  "SEC")  in its  rules,  regulations  and  releases,  which  represent  our
expectations or beliefs, including but not limited to, statements concerning our
operations,  economic performance,  financial condition,  growth and acquisition
strategies,  investments,  and future operational  plans. For this purpose,  any
statements  contained  herein that are not statements of historical  fact may be
deemed to be forward-looking statements.  Without limiting the generality of the
foregoing,  words  such as "may,"  "will,"  "expect,"  "believe,"  "anticipate,"
"intend," "could,"  "estimate,"  "might," or "continue" or the negative or other
variations   thereof  or  comparable   terminology   are  intended  to  identify
forward-looking   statements.   These  statements,   by  their  nature,  involve
substantial  risks and  uncertainties,  certain of which are beyond our control,
and actual  results may differ  materially  depending  on a variety of important
factors, including uncertainty related to acquisitions, governmental regulation,
managing  and  maintaining  growth,  volatility  of stock  prices  and any other
factors discussed in this and other of our filings with the SEC.                

 PROXIES ARE NOT SOLICITED

         As the requisite  stockholder vote for each of the actions described in
this  Information  Statement was obtained upon the delivery of written  consents
from the  holders of shares of Common  Stock  representing  a a majority  of the
votes that may be cast by our  outstanding  shares of Common  Stock and Series A
Preferred  Stock, WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. This Information Statement is for informational  purposes only.
Please read this Information Statement carefully.                               

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 DELIVERY OF DOCUMENTS TO SECURITY
HOLDERS SHARING AN ADDRESS

         One  Information  Statement will be delivered to multiple  stockholders
sharing an address unless we receive contrary  instructions  from one or more of
the  stockholders  sharing such  address.  Upon receipt of such notice,  we will
undertake to promptly  deliver a separate copy of the  Information  Statement to
the  stockholder at the shared address to which a single copy of the Information
Statement was delivered and provide  instructions  as to how the stockholder can
notify  us that the  stockholder  wishes  to  receive  a  separate  copy of this
Information  Statement or other communications to the stockholder in the future.
In the event a  stockholder  desires to provide us with such  notice,  it may be
given  verbally by  telephoning  the offices of our agent in the United  States,
Norman C.  Kristoff,  at (603) 352-1003 or by mail to our address at 21 Changshe
Road,  Changge  City,  Henan  Province,  The People's  Republic of China,  Attn:
Corporate Secretary.                                                            

 WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the  information  and reporting  requirements  of the
Exchange Act and in accordance with the Exchange Act, we file periodic  reports,
documents and other information with the SEC relating to our business, financial
statements and other matters. You may read and copy any document that we file at
the public reference facilities of the SEC in Washington,  D.C. You may call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC  filings  are also  available  to the  public  from  the  SEC's  website  at
www.sec.gov.                                                                    

 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose  important  information to you about
us by  referring  you to those  documents  filed  separately  with the SEC.  The
contents of our annual  report on Form 10-K for our fiscal  year ended  December
31, 2005, as amended,  and the contents of our quarterly report on Form 10-Q for
our  fiscal  quarter  ended  September  30,  2006  are  incorporated  into  this
Information Statement by reference thereto.                                     

         You may request a copy of these filings at no cost, by telephoning  the
offices of our agent in the United States, Norman C. Kristoff, at (603) 352-1003
or by mail to our address at 21 Changshe Road, Changge City, Henan Province, The
People's Republic of China, Attn: Corporate Secretary.                          

                              By Order of the Board of Directors

         /S/XIANFU ZHU
                              ----------------------------------
      XIANFU ZHU
                   Chief Executive Officer

February 27, 2007                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
Filed on / Effective on / For Period End:		2/27/07		1		13
		2/14/07		3		4			8-K,  SC 13G,  SC 13G/A
		12/22/06		8		10			S-1/A
		9/30/06		13					10-Q
		12/31/05		13					10-K,  10-K/A,  10QSB,  10QSB/A
									List all Filings