HOGS Zhongpin Inc. (MM)

Introductory Note

This amendment No. 1 to Schedule 13D (this “Amendment No. 1”) 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 Amendment No. 1 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2012 (the “Schedule 13D”) on behalf of the Reporting Persons with respect to Zhongpin Inc. (the “Company”). Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On June 27, 2013, the Company held a special meeting of its shareholders (the “Special Meeting”) at No. 21, Changshe Road, City of Changge, Henan Province, China. At the Special Meeting, the shareholders of the Company voted in favor of the proposal to approve the Amended and Restated Agreement and Plan of Merger, dated as of February 8, 2013 (the “Merger Agreement”), by and among (i) Golden Bridge Holdings Limited (“Parent”), (ii) Golden Bridge Merger Sub Limited (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Parent, (iii) the Company and (iv) Xianfu Zhu (solely for purpose of 6.15 therein), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Parent (the “Merger”).

On June 27, 2013, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the Merger became effective. As of the effective time of the Merger (the “Effective Time”), each outstanding share of Company Common Stock was converted into the right to receive $13.50 in cash, without interest, excluding (a) shares of common stock owned by the Company as treasury stock and shares owned by Parent or Merger Sub, including shares contributed to Parent by Mr. Xianfu Zhu, Mr. Baoke Ben, Mr. Chaoyang Liu, Mr. Qinghe Wang, Mr. Shuichi Si and Ms. Juanjuan Wang (the “Rollover Investors”), all of which shares of common stock have been cancelled without the right to receive any consideration thereon, and (b) shares of common stock owned by stockholders who have exercised, perfected and not withdrawn a demand for or lost the right to, appraisal rights under the Delaware General Corporation Law (“DGCL”), which shares of common stock have been cancelled and have entitled the former holders thereof to receive the appraised value thereon in accordance with such holder’s appraisal rights under the DGCL (collectively, the “Excluded Shares”).

In addition, as of the Effective Time, each outstanding stock option (whether vested or unvested) was cancelled and converted into the right to receive a cash payment equal to the excess of, if any, $13.50 over the exercise price per share of such stock option, without interest and less required withholding taxes.

Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased. As a result of the Merger, the Common Stock ceased to trade on the NASDAQ Global Select Market (“NASDAQ”) following the close of trading on June 27, 2013 and became eligible for delisting from the NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act.

Pursuant to a certain contribution agreement, dated as of November 26, 2012 (the “Contribution Agreement”), by and among Xianfu Zhu, Baoke Ben, Chaoyang Liu, Juanjuan Wang, Qinghe Wang and Shuichi Si (the “Rollover Holders”), Holdco, Parent and the Company, the Rollover Holders contributed to Parent an aggregate of 9,687,505 shares of Common Stock in exchange for the same amount of common stock of Holdco, immediately prior to the effective time of the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Contribution Agreement, a copy of which is filed as Exhibit 7.05 to the Schedule 13D and is incorporated herein by reference in its entirety.

Pursuant to a certain voting agreement, dated as of November 26, 2012 (the “Voting Agreement”), by and among the Rollover Holders, Parent and the Company, the Rollover Holders, who collectively owned approximately 26.87% of the outstanding shares of Common Stock prior to the effective time of the Merger, appeared at the Special Meeting or otherwise caused their shares of Common Stock to be counted as present thereat for the purpose of establishing a quorum, and voted or caused to be voted at such meeting all their shares of Common Stock in favor of the approval of the Merger Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreement, a copy of which was filed as Exhibit 7.06 to the Schedule 13D and is incorporated herein by reference in its entirety.

Item 5 of the Schedule 13D is hereby amended and replaced by the following:

Other than the transactions listed above, none of the Reporting Persons has effected any transactions of the Common Stock during the past sixty (60) days.

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.

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