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Zhongpin, Inc. Announces Record Fourth Quarter and Full Year 2008 Results

March 16, 2009
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CHANGGE CITY, Henan, China, March 16 /PRNewswire-Asia-FirstCall/ –
Zhongpin Inc. (Nasdaq: HOGS), a leading meat and food processing company in
the People’s Republic of China (“PRC”), today reported financial results for
the fourth quarter and year ended December 31, 2008.

    Fourth Quarter 2008 Highlights
    -- Revenues increased 39% year-over-year to $139.8 million
    -- Gross profit increased 48% to $17.7 million with gross margin of 12.6%
    -- Excluding non-recurring and non-cash charges, non-GAAP net income grew
       65% to $9.3 million, or $0.31 per fully-diluted share
    -- Net income increased 9% to $5.5 million, or $0.18 per fully-diluted
       share
    -- Added 66 new retail outlets, bringing the total number of retail
       outlets to 3,061
    -- Commenced operations at new prepared meat facility in Changge City,
       bringing annual prepared meat products capacity to 54,000 metric tons
    -- Terminated lease for the chilled and frozen pork facility in Hailun
       City, Heilongjiang Province and moved production to new leased pork
       production facility in Gongzhuling City, Jilin Province
    -- Leased a new pork production facility in Shenzhou City, Hebei Province,
       adding chilled and frozen pork production capacity of approximately
       26,000 metric tons annually

    Full Year 2008 Highlights
    -- Revenues grew 85% year-over-year to a record $539.8 million
    -- Gross profit increased 83% to $68.6 million with gross margin of 12.7%
    -- Excluding non-recurring and non-cash charges, non-GAAP net income grew
       69% to $35.1 million, or $1.18 per fully-diluted share
    -- Net income grew 69% to a record $31.4 million, or $1.05 per fully-
       diluted share

“We are excited to report another year of record financial results that
reflect our leading market position and increasing brand recognition as a
high-quality provider of pork products in China. During the year, we
successfully executed our capacity expansion strategy and added 126,000 metric
tons of annual production capacity of chilled and frozen pork and more than
doubled our annual production capacity of our high-margin processed meat
products,” commented Mr. Xianfu Zhu, CEO of Zhongpin. “We have effectively
expanded our presence in new markets through strategically identifying
attractive locations for our new facilities. During the fourth quarter, we
successfully ramped up capacity utilization at our new facilities in Luoyang
city and Changge City, as we aggressively expanded our presence in our target
markets.”

“In 2008, China’s hog industry experienced a high degree of volatility in
terms of price and supply, with hog prices peaking early in the year and
declining in the second half of the year as a result of the central
government’s constructive policies to increase the hog supply. We expect the
prices and supply of hogs to remain fairly stable in the first half of 2009.”

Fourth Quarter Results

Revenues for the fourth quarter of 2008 increased $139.8 million, up 39%
from $100.6 million in the fourth quarter of 2007. Zhongpin’s strong revenue
growth during the fourth quarter was attributable to increase in sales volume
driven by an increase in seasonal demand, increased production capacity
resulting from the new facilities that were put into operation in 2008,
expansion of the Company’s distribution channels, and increased marketing and
promotion at efforts. For the quarter, revenue from chilled pork amounted to
$76.3 million, or 55% of net sales during the quarter, up 45% from $52.7
million
, or 52% of net sales a year ago. Revenue from frozen pork was $46.9
million
, up 33% from $35.3 million in the fourth quarter of 2007. Prepared
pork products increased 39% to $14.7 million from $10.6 million in the same
period a year ago. Revenue from fruits and vegetables was $1.9 million, down
5% from the fourth quarter of 2007.

Revenue from Zhongpin’s retail channels, including showcase stores,
network stores and supermarket counters, represented 43% of net sales.
Revenue from retail channels rose 49% to $60.8 million from $40.9 million in
the fourth quarter of 2007. During the quarter, Zhongpin added 66 new retail
outlets, including nine new showcase stores, 17 additional “branded” retail
stores and 40 new supermarket counters, for a total of 3,061 retail outlets.
Revenue from restaurants and non-commercial businesses was $36.1 million, up
12% from $32.3 million in the same period a year ago, representing 26% of net
sales in the quarter. Food service distributors generated 31% of net sales
and showed the largest increase in revenue growth year-over-year, up 70% to
$42.7 million from $25.1 million in the fourth quarter of 2007. Exports,
which represented less than 1% of total revenues, declined 87% to $ 0.3
million
from $2.3 million in the comparable period in 2007.

Gross profit for the fourth quarter of 2008 was $17.7 million, up 48% from
$11.9 million in the fourth quarter of 2007. Gross margin was 12.6% in the
fourth quarter of 2008 compared to 11.8% in the fourth quarter of 2007. On a
sequential basis, gross margin decreased 0.1 percentage points from 12.7% in
the third quarter of 2008. The management believes that the slight
fluctuation is within a reasonable range.

For the fourth quarter of 2008, general and administrative (“G&A”)
expenses were $4.0 million, or 2.9% of total revenues, compared to $5.0
million
, or 5.0% of total revenues, for the same quarter last year. G&A
expense for the fourth quarter of 2008 increased primarily due to an increase
in salary expenses, additional training expenses, an increase in advertising
expenses as the Company advanced its brand-building efforts and an increase in
expenses related to its exchange listing. These expenses were partially
offset by the reduction in allowance for bad debt as one of the Company’s
subsidiaries, Henan Zhongpin, revised its conservative bad debt allowance of
10% to a more reasonable 5% due to stable collections from this subsidiary.
G&A expenses in the fourth quarter of 2007 included a non-cash compensation
expense of $0.56 million in connection with the release from escrow to certain
of the Company’s employees of shares of common stock that had been deposited
into escrow by such employees in connection with the Company’s January 2006
private placement.

Selling expenses in the fourth quarter of 2008 were $2.6 million, or 1.8%
of revenue, compared to $1.7 million, or 1.7% of revenue, in the fourth
quarter of 2007. The increase in selling expenses was primarily due to
increase in transportation costs resulting from the growth in sales volume.
Also contributing to the increase in selling expenses were higher salary
expenses due to increased headcount in support of Zhongpin’s expansion.

Income from operations for the fourth quarter of 2008 was $8.3 million, up
35% as compared to $6.1 million for the fourth quarter of 2007. Operating
margin for the quarter was 5.9%, compared to 6.1% for the fourth quarter of
2007. The slight decline in operating margin was primarily due to a non-cash
impairment loss of $3.2 million during the fourth quarter associated with the
impairment of assets related to the closure of the Company’s vegetable and
fruit processing facility in Yanling City.

Provision for income taxes was $1.3 million in the fourth quarter of 2008,
up 184% from $0.4 million in the same period a year ago. The increase was
primarily due to a non-recurring, non-cash income tax expenses of $0.6 million
related to six individual shareholders donated $2.4 million payable to such
shareholders plus $0.3 million imputed interest accrued from March 2006 to
December 31, 2008. Accordingly, Zhongpin reclassified this amount due to
shareholders into additional paid capital. In accordance with Chinese tax law,
the Company also recorded an income tax liability of $0.6 million at December
31, 2008
. This donation transaction was deemed a non-cash transaction for
cash flow purposes.

Excluding the $3.2 million impairment loss and the non-cash charges,
non-GAAP net income for the quarter was $9.3 million, or $0.31 per
fully-diluted share, up 65% from non-GAAP net income of $5.6 million, or $0.20
per fully-diluted share, for the same period a year ago. Net income for the
fourth quarter of 2008 was $5.5 million, or $0.18 per fully-diluted share, up
9% from net income of $5.0 million, or $0.18 per fully-diluted share, in the
fourth quarter of 2007.

Full Year 2008 Financial Results

Revenue for the full year 2008 increased by 85% to $539.8 million, from
$291.4 million in 2007. Gross profit increased 83% in 2008 to $68.6 million
from $37.5 million a year ago. Gross margin was 12.7% in 2008 compared to
12.9% in 2007. Income from operations increased 68% to $36.8 million compared
to $21.9 million in the same period a year ago. Excluding the $3.2 million
impairment loss and other non-cash charges, non-GAAP net income in 2008 was
$35.1 million, or $1.18 per fully-diluted share, up 69% from non-GAAP net
income of $20.8 million, or $0.90 per fully-diluted share, in 2007. Net
income for full year 2008 was $31.4 million, or $1.05 per fully-diluted share,
up 69% from net income of $18.5 million, or $0.80 per fully-diluted share, in
2007.

Financial Condition

As of December 31, 2008, Zhongpin had $41.9 million in cash and cash
equivalents, $23.5 million in long-term debt, excluding the current portion,
$139.0 million in total liabilities and working capital of $9.8 million.
Shareholders’ equity stood at $190.9 million as of December 31, 2008, up 34%
from $143.0 million at December 31, 2007. The Company generated net cash flow
from operating activities of $61.0 million in 2008, compared to $0.5 million
in 2007.

Subsequent Events

In January 2009, Zhongpin commenced production at its new chilled and
frozen pork facility in Yongcheng City, which is on the main farm belt in
eastern Henan Province. This new facility has a total annual production
capacity of 80,000 metric tons, approximately 75% of which is dedicated to the
production of chilled pork and 25% to the production of frozen pork. Zhongpin
expects to quickly ramp up production at this facility to achieve an over 60%
utilization rate by the second quarter of 2009.

In February 2009, Zhongpin’s Board of Directors approved a plan to close
and dispose of the Company’s production facility in Yanling City, Henan
Province
. The Yanling facility was purchased in 2001 for the production of
meat products. However, in recent years, Zhongpin built new state-of-the-art
facilities as part of its aggressive capacity expansion strategy, which
rendered the machinery at the Yanling facility outdated and obsolete.
Beginning in 2007, Zhongpin’s management utilized the facility to produce
fruits and vegetables. However, Zhongpin would be required to make
significant capital investments at the Yanling facility in order to be in
compliance with the recent restrictions imposed by China’s Environmental
Protection Agency. In addition, the Company’s newly-built vegetable and fruit
production facility in Changge City, which is only 31 miles away from the
Yanling facility, is expected to come on line in March 2009, which will bring
the total annual capacity to 30,000 metric tons and ensure that there is no
disturbance in supply to the customers previously served by the Yanling
facility.

Business Outlook

Zhongpin recently completed the construction of its fruits and vegetables
production line in Changge City, Henan Province, which is expected to commence
operations in March of 2009. With the additional capacity from this new
facility and further consolidation of existing capacity, Zhongpin’s annual
fruit and vegetable capacity will increase 14% to 30,000 metric tons from the
current 26,280 metric tons.

Zhongpin new pork production facility in Tianjin will commence
construction in April 2009. The new facility will add 100,000 metric tons of
chilled and frozen pork products annually and 36,000 metric tons of prepared
meat products. The Tianjin facility will also include a new warehouse and
distribution center, and a R&D center, which will improve Zhongpin’s product
portfolio, support the Company’s cold chain logistics and effectively
accommodate the newly-added production capacity by facilitating efficient
distribution. The production lines for chilled and frozen pork products are
expected to come on line at the end of the first quarter of 2010 and will
achieve their target utilization rate at the end of the third quarter of 2010.
The prepared meat production line and the new warehouse and distribution
center are expected to come on line by the end of the second quarter of 2010
and to achieve their target unitization rate at the end of the fourth quarter
of 2010. The Tianjin City facility will facilitate Zhongpin’s penetration
into Northern China, which is one of the Company’s primary target markets.

Zhongpin will begin construction of its new prepared meat facility in
Changge City, Henan Province in April 2009. Management expects that this new
facility will add annual prepared meat production capacity of 36,000 metric
tons by the end of the fourth quarter of 2009. The new facility is expected
to achieve its target unitization rate by the end of the second quarter of
2010. The facility will effectively utilize Zhongpin’s advanced R&D
capabilities at its headquarters and produce quick-freeze sausages and other
prepared meat products catering to varying consumer tastes.

Capital expenditures for the next twelve months are expected to be $78.3
million
, including the construction of the Company’s new pork production
facility in Tianjin City and prepared meat facility in Changge City and the
acquisition of land use rights for the new facility in Tianjin which is
expected to cost approximately $10 million. Zhongpin believes its financial
position is strong as its business generates significant cash flow from
operations, and the Company has an adequate cash balance and readily available
lines of credit.

Zhongpin reaffirms its full year 2009 guidance for revenues to be in the
range of $780 million to $810 million with a gross margin of approximately 12%,
its net profit margin of at least 6.0% and its fully-diluted earnings per
share to be in the range of $1.50 to $1.63, assuming a fully-diluted share
count of 30.7 million shares outstanding. This guidance excludes the impact
of any future acquisitions.

“We believe China’s pork industry will continue to experience robust
growth as the Chinese government is encouraging the modernization of the meat
processing industry, improving the hygiene and quality standards, and
supporting the transition from traditional wet markets to modern dry markets.
Despite the temporary slight decline in pork consumption due to the impact of
the worldwide economic slowdown on the Chinese economy, we believe the market
fundamentals of the Chinese pork industry continue to remain strong. The
Chinese government’s RMB 4 trillion economic stimulus package is expected to
improve the overall health of the rural economy, which should open additional
market opportunities for Zhongpin by fostering the development of value-added
agricultural products, modernizing the agricultural industry and increasing
the living standards of farmers,” said Mr. Zhu, the Company’s CEO.

“Our growth strategy for 2009 will focus on revenue growth by targeting
Northern, Eastern, Southern and Central China, as well as the markets
surrounding our strategically-located facilities, increasing our market
penetration, expanding our network of retail outlets and continuing to utilize
our R&D capabilities to provide healthy and nutritious products tailored to
the tastes of our customers. We plan to build regional chilled pork
processing centers and further develop our cold chain logistics system to
raise our service standards and increase our market share. These actions
should also promote awareness of our brand and of our Company as one of the
leading high-quality pork suppliers in China.”

Use of Non-GAAP Financial Measures

To supplement Zhongpin’s condensed consolidated financial statements
presented on a GAAP basis, Zhongpin is providing certain income statement
information that is not calculated according to GAAP. Zhongpin believes that
its non-GAAP disclosures are useful in evaluating its operating results as
this information supplies the user with another view of the matching of costs
and expenses. A reconciliation of the adjustments to GAAP results for the
three and 12 month periods ended December 31, 2008 and December 31, 2007 is
included below. The non-GAAP information presented is supplemental and is not
purported to be a substitute for information prepared in accordance with GAAP.

Conference Call Information

Management will conduct a conference call at 8:00 a.m., New York City Time,
on Tuesday, March 17, 2009 to discuss its 2008 fourth quarter and year end
results. Hosting the call will be Mr. Crocker Coulson, President of CCG
Investor Relations, joined by Mr. Xianfu Zhu, Chairman and Chief Executive
Officer, Mr. Baoke Ben, Board Director and Executive Vice President, and Mr.

Warren Wang, Vice President and Chief Financial Officer of Zhongpin. To
participate in the live conference call, please dial the following number five
to ten minutes prior to the scheduled conference call time: 800-688-0796.
International callers should dial 617-614-4070. The pass code for the call is
31820886. If you are unable to participate in the call at this time, a replay
will be available on Tuesday, March 17, 2009 at 10:00 a.m., New York City Time
through Tuesday, March 31, 2009. To access the replay, dial 888-286-8010.
International callers should dial 617-801-6888. The conference pass code is
77937182. The conference will be broadcast live over the Internet and can be
accessed by all interested parties at Zhongpin’s website at
http://www.zpfood.com . To listen to the call please go to the website at
least 15 minutes prior to the start of the call to register, download and
install any necessary audio software. For those unable to participate during
the live broadcast, a 90-day replay will be available shortly after the call
by accessing the same link.

About Zhongpin

Zhongpin is a meat and food processing company that specializes in pork
and pork products, and fruits and vegetables, in the PRC. Its distribution
network in the PRC spans 24 provinces and includes over 3,061 retail outlets.
Zhongpin’s export markets include the European Union, Eastern Europe, Russia,
Hong Kong, Japan and South Korea. For more information, contact CCG Investor
Relations directly or go to Zhongpin’s website at http://www.zpfood.com .

Safe Harbor Statement Under the Private Securities Litigation Reform Act
of 1995: Certain statements in this press release and oral statements made by
Zhongpin on its conference call in relation to this release constitute
forward-looking statements for purposes of the safe harbor provisions under
The Private Securities Litigation Reform Act of 1995. These statements
include, without limitation, statements regarding our ability to build and
commence the new production facilities according to the timeline described,
expectations of future consumer demand, ability to prepare the Company for
growth, the Company’s planned manufacturing capacity expansion in 2008 and
predictions and guidance relating to the Company’s future financial
performance. We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends
that we believe may affect our financial condition, results of operations,
business strategy and financial needs, but these projections also involve
risks and uncertainties that could cause actual results to differ materially
from those in the forward-looking statements, which may include, but are not
limited to, such factors as, unanticipated changes in product demand,
interruptions in the supply of live pigs/raw pork, downturns in the Chinese
economy, delivery delays, freezer facility malfunctions, poor performance of
the retail distribution network, changes in applicable regulations, and other
information detailed from time to time in the Company’s filings and future
filings with the United States Securities and Exchange Commission. You are
urged to consider these factors carefully in evaluating the forward-looking
statements herein and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety by this
cautionary statement. The forward-looking statements made herein speak only
as of the date of this press release and the Company undertakes no duty to
update any forward-looking statement to conform the statement to actual
results or changes in the company’s expectations.

                          --Financial Tables Below--

                                ZHONGPIN INC.
                         CONSOLIDATED BALANCE SHEETS
                          (Amounts in U.S. dollars)

                                                 December 31,    December 31,
                                                    2008            2007
                     ASSETS
    Current assets
       Cash and cash equivalents                 $41,857,166     $45,142,135
    Restricted cash                               17,040,201       3,559,401
       Bank notes receivable                       1,268,890              --
    Accounts receivable, net of allowance for
     doubtful accounts of $1,215,901 and
     $1,341,872                                   20,432,752      18,982,312
    Other receivables, net of allowance for
     doubtful accounts of $500,447 and $500,447    1,907,243       4,826,279
       Purchase deposits                          10,738,147       6,059,782
       Inventories                                16,724,217      25,922,125
       Prepaid expenses                              360,265       1,667,448
       VAT recoverable                             7,432,365       4,350,795
       Assets held for sale                          623,871              --
       Deferred tax assets                           311,055              --
       Other current assets                           96,402              --
    Total current assets                         118,792,574     110,510,277

    Property, plant and equipment (net)          133,684,051      66,429,654
    Construction in progress                      40,773,039      16,811,740
    Land usage rights                             35,983,947      23,339,142
    Deferred charges                                 231,769          13,231

    Other non-current assets                         412,503              --

    Total assets                                $329,877,883    $217,104,044

            LIABILITIES AND EQUITY
    Current liabilities
       Short-term loans                          $67,893,001     $47,668,592
    Bank notes payables                           13,252,180       6,160,502
       Long-term loans -current portion              145,671         145,671
       Accounts payable                            9,528,937       4,145,842
    Other payables                                 7,130,384       6,416,354
       Accrued liabilities                         5,055,660       3,014,600
       Deposits from customers                     4,331,774       1,876,665
       Research and development grants
        payable                                           --         490,288
    Tax payable                                    1,382,589         202,676

       Deferred tax liabilities                       94,812              --
    Total current liabilities                    108,815,008      70,121,190

    Deposits from customers                        2,420,967              --

    Capital lease obligation                       4,252,743              --
    Amount due to Shareholders                            --       2,330,491
    Long-term loans                               23,475,174       1,634,769
    Total liabilities                            138,963,892      74,086,450

    Equity
    Preferred stock: par value $0.001;
     25,000,000 authorized; 2,129,200 and
     3,125,000 shares issued and outstanding           2,129           3,125
    Common stock: par value $0.001;
     100,000,000 authorized; 27,504,918 and
     25,891,567 shares issued and outstanding         27,505          25,892
       Additional paid in capital                105,680,772     100,070,571
       Retained earnings                          66,108,995      34,732,049
       Accumulated other comprehensive income     19,094,590       8,185,957
    Total equity                                 190,913,991     143,017,594
    Total liabilities and equity                $329,877,883    $217,104,044

                        ZHONGPIN INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                           (Amount in U.S. dollars)

                                Three Months Ended         Year Ended
                                   December 31,            December 31,
                               2008           2007        2008       2007
                            (Unaudited)    (Unaudited)

    Revenues
       Sales revenues      $139,817,970 $100,590,194 $539,825,135 $291,373,424
       Cost of sales       (122,139,187) (88,676,875)(471,264,359)(253,869,543)
          Gross profit       17,678,783   11,913,319   68,560,776   37,503,881

    Operating expenses
        General and
         administrative
         expenses            (4,037,806)  (5,045,289) (17,944,100) (10,301,083)
        Selling expenses     (2,574,432)  (1,726,080)  (9,922,993)  (5,037,489)
        Research &
         development
         expenses               422,887      985,000     (715,057)    (248,000)
        Impairment loss      (3,180,951)          --   (3,180,951)          --
        Amortization of
         loss from sale-
         leaseback
         transaction            (16,389)          --      (16,389)          --
            Total operating
             expenses        (9,386,690)  (5,786,369) (31,779,490) (15,586,572)

    Income from operations    8,292,094    6,126,950   36,781,286   21,917,309

    Other income expense)
        Interest income
         (expenses)            (908,218)    (858,500)  (3,361,356)  (2,461,601)
        Other income
         (expenses)              (7,241)      64,163      (10,189)     273,583
        Exchange gain
         (loss)                 (17,979)      (1,331)     (51,913)      27,564
        Government
         subsidies             (566,907)     160,016      487,777      200,005
           Total other
            income
            (expense)        (1,500,345)    (635,652)  (2,935,681)  (1,960,449)

    Net income before
     taxes                    6,791,749    5,491,298   33,845,605   19,956,860
        Provision for
         income taxes         1,274,766      448,677    2,468,659    1,431,579

    Net income after
     taxes                   $5,516,983   $5,042,621  $31,376,946  $18,525,281

    Net income                5,516,983    5,042,621   31,376,946   18,525,281
    Foreign currency
     translation
     adjustment               $(737,269)  $3,805,773  $10,908,633   $6,503,190
    Comprehensive income     $4,779,714   $8,848,394  $42,285,579  $25,028,471

    Basic earnings per
     common share                  0.18         0.23         1.06         1.03
    Diluted earnings per
     common share                  0.18         0.18         1.05         0.80
    Basic weighted
     average shares
     outstanding             29,475,817   25,232,693   29,475,817   18,000,437
    Diluted weighted
     average shares
     outstanding             29,834,513   29,748,583   29,834,513   23,077,864

                        ZHONGPIN INC. AND SUBSIDIARIES
                RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                             Three Months Ended         Three Months Ended
                              December 31, 2008         December 31, 2007
                           Net Income   Diluted EPS   Net Income  Diluted EPS
    Non GAAP net income     $9,255,528       $0.31    $5,605,150     $0.20
    Impairment loss (1)     $3,180,951       $0.11            $0     $0.00
    Non-cash income tax
     expense (2)              $557,595       $0.02
    Non-cash
     compensation
     expense (3)                                         $562,529     $0.02
    Net Income amount
     per consolidated
     statement of
     operations              $5,516,983       $0.18    $5,042,621     $0.18

                                   FY 2008                    FY2007
                          Net Income     Diluted EPS   Net Income  Diluted EPS
    Non GAAP net income    $35,115,491       $1.18    $20,775,397     $0.90
    Impairment loss (1)     $3,180,951       $0.11              0     $0.00
    Non-cash income tax
     expense (2)              $557,595       $0.02
    Non-cash
     compensation
     expense (3)                                       $2,250,116     $0.10
    Net Income amount
     per consolidated
     statement of
     operations            $31,376,946       $1.05    $18,525,281     $0.80

    (1) Non-recurring expenses of $3,180,951 associated with the impairment of
        assets related to the closure of the Company's vegetable and fruit
        processing facility in Yanling City.
    (2) Non-cash income tax expense of $557,595 as the Company's shareholders
        waived their right on private loans credited to Zhongpin and
        transformed the liability to additional paid in capital invested in
        Zhongpin, which incurred an income tax liability in 2008 according to
        PRC tax laws.
    (3) Non-cash compensation expense of $562,529 and $2,250,116 for the three
        months ended December 31, 2007 and full year ended December 31, 2007,
        respectively, in connection with the release from escrow to certain
        employees of shares of common stock that had been deposited into
        escrow to certain Zhongpin employees in connection with the Company's
        private placement in January 2006.

                        ZHONGPIN INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOW
                           (Amount in U.S. dollars)

                                                  Years Ended December 31,
                                                  2008              2007

    Cash flows from operating activities:
    Net income                                 $31,376,946       $18,525,281
    Adjustments to reconcile net income
     to net case provided by  (used in)
     operations:
    Depreciation                                 4,764,421         2,087,551
    Amortization                                   602,511           397,975
    Provision for allowance for bad debt           274,615           865,487
    Impairment loss                              3,180,951                --
    Deferred tax assets                           (305,450)               --
    Deferred tax liabilities                        93,103                --
    Warrant expenses                               145,791            15,950
    Non-cash compensation adjustment             1,329,977         2,447,194

    Changes in operating assets and
     liabilities:
    Accounts receivable                           (381,737)       (4,938,690)
    Other receivable                             2,700,131        (2,849,234)
    Purchase deposits                           (2,616,206)       (5,818,276)
    Prepaid expense                               (159,685)       (1,459,077)
    Inventories                                 10,830,892       (14,545,432)
    Tax refunds receivable                      (3,495,617)       (2,875,306)
    Long term deferred charges                     (17,018)           46,140
    Accounts payable                             4,998,410         2,836,895
    Other payable                                2,942,790         3,555,551
    Research and development grants
     payable                                      (273,807)          215,612
    Accrued liabilities                            491,730         1,265,329
    Taxes payable                                2,220,364          (388,705)
    Deposits from customers                      2,280,645         1,100,001
            Deposits from clients - long
             term portion
    Net cash provided by (used in)
     operating activities:                      60,983,757           484,246

    Cash flows from investing activities:
        Construction in progress               (76,572,004)      (29,429,905)
    Additions to property and equipment        (15,031,502)       (6,861,585)
    Additions to intangible assets             (11,573,776)      (13,538,428)
    Proceeds on sale of fixed assets               238,450            72,134
        Increase in restricted cash            (12,990,885)       (3,417,545)
    Net cash used in investing activities     (115,929,717)      (53,175,329)

    Cash flows from financing activities:
    Proceeds (repayment) from (of) Bank
     notes                                       5,290,384        (9,332,527)
    Proceeds from short-term loans              77,435,698        49,680,043
    Repayment of short-term loans              (60,883,458)      (28,391,914)
    Proceeds from long-term loans               21,589,878          (397,072)
    Repayments of long-term loans                 (145,275)               --
    Proceeds from long-term payables             4,176,107                --
    Proceeds from common stock                          --        62,828,760
    Proceeds from exercised warrants             1,543,587                --
    Net cash provided by financing
     activities                                 49,006,921        74,387,290

    Effect of rate changes on cash               2,654,070         1,753,114
    Increase (decrease) in cash and cash
     equivalents                               $(3,284,970)      $23,449,321
    Cash and cash equivalents, beginning
     of period                                  45,142,135       $21,692,814
    Cash and cash equivalents, end of
     period                                     41,857,166       $45,142,135

    Supplemental disclosures of cash flow
     information:
    Cash paid for interest                       5,462,627        $2,644,347
    Cash paid for income taxes                   1,162,359        $1,606,745

                                       Sales by Division
                            Year Ended                   Year Ended
                        December 31, 2008             December 31, 2007
                              Sales                         Sales
                            Revenues                       Revenues
                   Metric     (in      Average    Metric    (in       Average
                    Tons    millions) Price/Ton    Tons    millions) Price/Ton

    Pork and Pork
     Products
      Chilled
       pork        128,962   $289.3     $2,243     88,665    $151.0     $1,743
      Frozen pork   86,085    187.9      2,183     62,819     102.6      1,633
    Prepared pork
     products       24,621     53.7      2,181     16,416      29.2      1,779
    Vegetables
     and Fruits     13,472      8.9        661     11,743       8.6        732

    Total          253,141   $539.8     $2,132    179,643    $291.4     $1,622

                                       Sales by Distribution Channel
                                              ($ in millions)
                               Years Ended December 31    Net       Percentage
                                   2008        2007      Change     of Change

    Branded stores               $226.9      $129.3       $97.6          75%
    Food services
     distributors                 155.7        60.2        95.5         159%
    Restaurants and
     noncommercial                152.0        85.8        66.2          77%
    Export                          5.3        16.1       (10.8)        (67)%

    Total                        $539.8      $291.4      $248.4          85%

    For more information, please contact:

     Crocker Coulson, President
     CCG Investor Relations
     Tel:   +1-646-213-1915
     Email: crocker.coulson@ccgir.com
     Web:   http://www.ccgirasia.com

     Warren Wang, Chief Financial Officer
     Zhongpin Inc.
     Tel:   +86-10-8286-1788
     Email: ir@zhongpin.com

SOURCE Zhongpin Inc.


Source: newswire