MSPEA IMF HOLDING LIMITED Walker House, 87 Mary Street George Town, Grand Cayman KY1-9005 Cayman Islands.Feihe International Inc • October 5th, 2012 • Dairy products • Hong Kong
MSPEA IMF Holding Limited (“MSPEA”), a vehicle controlled by Morgan Stanley Private Equity Asia III, L.P. (“MSPEA III”), is interested in pursuing with you a possible acquisition (the “Transaction”) of all outstanding shares of capital stock in Feihe International, Inc. (the “Company”) through a special purpose vehicle (“Bidco”) to be owned by MSPEA, you and your affiliates and nominees (together with you, the “Shareholder”). As a condition to the delivery of a preliminary non-binding proposal letter to the Company (the “Proposal Letter”, the form of which is set forth in Exhibit A hereto) and to further our discussions relating to the Transaction, the Shareholder and MSPEA agree to the following:
