U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A

(Amendment No. 1)



|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the fiscal year ended December 31, 2011



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from ______________ to ________________



Commission File Number: 001-32473



FEIHE INTERNATIONAL, INC.

(Exact name of registrant as specified in
its charter)



|Utah                                                                           | 90-0208758                          
|------------------------------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of Incorporation
        or
        organization) | (I.R.S. Employer Identification No.)



Star City International Building, 10
Jiuxianqiao Road, C-16th Floor

Chaoyang District, Beijing, China 100016

(Address of principal executive offices)



Registrant’s telephone number, including
area code: 86(10) 6431-9357



Securities registered under Section 12(b)
of the Exchange Act:



|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Common Stock        | New York Stock Exchange, Inc.            



Securities registered under Section 12(g)
of the Exchange Act:  None



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     ̈  Yes   
x  No



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     ̈  Yes   
x  No



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.     x  Yes   
 ̈  No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    x  Yes   
 ̈  No













Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment
to this Form 10-K/A.   ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ”accelerated filer
and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer  ̈    
Accelerated filer x      Non-accelerated filer  ̈    
Smaller Reporting Company  ̈



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).    ̈  Yes  
x  No



The aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s
most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common stock on June
30, 2011 as reported on the NYSE, was approximately $177,850,000.



As of April 30, 2012, there were
19,714,291 shares of the registrant’s common stock outstanding.



DOCUMENTS INCORPORATED
BY REFERENCE



None















TABLE OF CONTENTS



|PART III |  | 1                                                                                             
|-------- |  | ----------------------------------------------------------------------------------------------
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                        
|Item 11. |  | Executive Compensation                                                                        
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                     
|Item 14. |  | Principal Accountant Fees and Services                                                        
|         |  |                                                                                               
|PART IV  |  | 17                                                                                            
|Item 15. |  | Exhibits and Financial Statement Schedules                                                    



In this Annual Report on Form 10-K/A, references to “dollars”
and “$” are to United States dollars and, unless the context otherwise requires, references to “Feihe International,”
“we,” “us” and “our” refer to Feihe International, Inc. and its consolidated subsidiaries.













EXPLANATORY NOTE



We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”)
to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission
(the “SEC”) on March 30, 2012 (the “Original Filing”), solely for the purpose of including the information
required by Part III of the Original Filing because we no longer intend to file our definitive proxy statement within 120 days
of the end of our fiscal year ended December 31, 2011.  As required by Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, new certifications by our Principal Executive Officer and Principal Financial Officer are being filed
as exhibits to this Amendment under Item 15 of Part IV.  We are also making conforming changes to the cover page and
the Exhibit Index to this Amendment. In addition, a power of attorney for two new directors is being added to signature page with
conforming changes to the Exhibit Index to this Amendment.



Except as described above, no other changes have been made
to the Original Filing, and all other Items of the Original Filing have been omitted from this Amendment.  The Original
Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect
any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment.
Accordingly, this Amendment should be read in conjunction with our filings made with the SEC subsequent to the Original Filing,
including any amendments to those filings.



PART III



Item 10.  Directors, Executive Officers and Corporate
Governance



Directors



The following table sets forth the name and age of each member
of our board of directors, the positions and offices held by each director with us, and the period during which the director has
served as one of our directors.  Directors serve until the election and qualification of their successors, or until their
earlier resignation or removal.



|Name                  |  | Age |  | Position                                                          |  | Director Since
|--------------------- |  | --- |  | ----------------------------------------------------------------- |  | --------------
|Leng You-Bin          |  | 47  |  | Chairman, Chief Executive Officer, President, and General Manager |  | 2003          
|Liu Hua               |  | 39  |  | Vice Chairman, Chief Financial Officer, Treasurer and Secretary   |  | 2003          
|Liu Sheng-Hui         |  | 41  |  | Director and Vice President of Finance, Feihe Dairy               |  | 2003          
|Kirk G. Downing, Esq. |  | 59  |  | Director                                                          |  | 2005          
|James C. Lewis, Esq.  |  | 59  |  | Director                                                          |  | 2006          
|Xiaofei Ren           |  | 40  |  | Director                                                          |  | 2012          
|Jingjun Mu            |  | 70  |  | Director                                                          |  | 2012          



Leng You-Bin has been our Chairman, Chief Executive
Officer, President, and General Manager since May 2003.  From January 2002 to May 2003, Mr. Leng served as the Chief
Executive Officer and President of American Flying Crane Corporation. From 1997 to 2002, Mr. Leng served as the General Manager
of Heilongjiang Feihe Dairy Co., Limited, or Feihe Dairy, and he became the Chairman and General Manager in 2000.  From
1989 to 1997, Mr. Leng served as a technician, deputy director and director of Zhaoguang Dairy Plants, the predecessor of Feihe
Dairy.  Mr. Leng received a bachelor’s degree in food engineering from Northeast Agriculture University, China
and Shanghai Light Industrial College and studied business administration at Beijing University.



Mr. Leng has extensive executive experience with our company
and a deep knowledge of PRC dairy company operations, our strategies, and our culture.   Having led our company
and certain of its subsidiaries and predecessors since 1989, Mr. Leng has been a driving force in our expansion and growth. His
various executive roles before becoming our Chairman, Chief Executive Officer, President, and General Manager also give him experience
in numerous aspects of our operations, including manufacturing, sales, marketing, finance, and distribution.



Liu Hua has been our acting or permanent Chief
Financial Officer since November 2010 and Vice Chairman since April 2008, and he has also served as Secretary, Treasurer, and a
director since May 2003.  From May 2003 to April 2008, Mr. Liu served as our Chief Financial Officer.  From
November 2000 to May 2003, Mr. Liu served as the Financial Officer of Feihe Dairy.  From June 1998 to November 2000,
Mr. Liu served as the Chief Executive Officer of Shenzhen Cima Limited, a financial consulting company.  From January
1996 to June 1998, Mr. Liu served as Chief Executive Officer of Shensheng Jiajing Inc., a trading company.  From September
1993 to January 1996, Mr. Liu served as the Chief Executive Officer of Zhengzhou Huacheng Limited, a trading company.  Mr.
Liu received a bachelor’s degree in finance and economics from Xian Jiaotong University and from Shenzhen University.





1







Mr. Liu’s extensive finance, industry, and executive experience
provide our board of directors with a valuable resource in understanding company operations and evaluating strategic opportunities.
With more than ten years of comprehensive financial involvement with us, including as our chief financial officer, and eight years
as one of our a directors, Mr. Liu’s intimate knowledge of our company and financial expertise drive our strategic decision
making.



Liu Sheng-Hui has been a director since May 2003,
and he has also served as Vice President of Finance of Feihe Dairy since August 2001.  From January 2000 to May 2003,
Mr. Liu served as Chief Financial Officer and a director of American Flying Crane Corporation.  From September 1998 to
January 2000, Mr. Liu served as Chief Financial Officer at Feihe Dairy, where he also served in a variety of business positions
from July 1992 to September 1998.  Mr. Liu received a bachelor’s degree in economics from Northeast Agriculture
University, China, and an associate degree in accounting from Country Cadre Institute under the Supervision of Ministry of Agriculture
in China.



Mr. Liu has extensive experience in the PRC dairy industry and
provides our board of directors with valuable insight regarding corporate strategy and operations.  Having spent more
than 15 years with Feihe Dairy in a variety of capacities, Mr. Liu has an intimate knowledge of our operations, including manufacturing,
sales, marketing, finance, and distribution. This business knowledge, coupled with his broad industry expertise, make Mr. Liu a
key strategic advisor on industry competition, business strategy, and other aspects of corporate oversight.



Kirk G. Downing has been a director since February
2005.  From December 1980 to the present, he has been an active attorney licensed to practice law in California concentrating
on matters related to corporate practice and business litigation. From January 1989 to June 1997, Mr. Downing also engaged in ranching,
farming, logging and property development.  Mr. Downing received a bachelor’s degree in liberal arts from
Portland State University and a Juris Doctorate degree from Loyola Law School.  He is fluent in Chinese.



Mr. Downing’s extensive business and legal experience
provides our board of directors with a valuable resource for assessing and managing legal risks and planning corporate strategy.  The
combination of Mr. Downing’s U.S. legal experience, fluency in Chinese, and his familiarity with PRC business practices makes
him an important voice of experience with respect to risk management and corporate development.



James C. Lewis has been a director since December
2006.  From 2006 to the present, Mr. Lewis has been a partner in the law firm of Lewis, Hansen, Waldo & Pleshe, in
Salt Lake City, Utah.  From July 2002 to September 2006, Mr. Lewis was involved in a number of private business ventures
and practiced law under the name James C. Lewis, L.C. in Salt Lake City, Utah.  From 2000 to June 2002, Mr. Lewis was
a member of the firm of Jones, Waldo, Holbrook & McDonough, Salt Lake City, Utah.  From 1997 to 2000, Mr. Lewis was
a partner in the firm of Lewis Law Offices.  From 1993 to 1997, Mr. Lewis was a partner in the firm of Diumenti &
Lewis. From 1987 to 1992, he was a partner in the firm of Lewis & Lehman. From 1979 to 1985, Mr. Lewis was an attorney with
Kruse, Landa & Maycock.  Mr. Lewis received a bachelor’s degree in psychology from the University of Utah and
a Juris Doctorate from the University of San Diego.



Mr. Lewis’s legal and business expertise provides our
board of directors with a valuable resource for strategic planning and evaluating legal matters.  With a legal career
spanning more than three decades, Mr. Lewis has significant experience in transaction planning, entrepreneurial and business problems,
and U.S. legal issues,  Mr. Lewis’s experience gives our board of directors valuable input regarding strategic
planning and risk management.



Xiaofei Ren has been a member of the Board since
January 2012. Ms. Ren has served as Financial Director of Beijing Bonianhengteng Film and Television Culture Media Co., Ltd, a
media company, since September 2011. From October 2004 to August 2011, she was a senior accountant at Beijing Xinghua CPA Ltd.,
an accounting firm in China, and was also an accountant at Beijing Zhongfadaoqin CPA Ltd. from 2003 to 2004. She served as Financial
Manager of Zhengzhou Columba Holiday Hotel, a hospitality company, from 1998 to 2003. Prior to that, she served as Chief Accountant
of Zhengzhou Diefa Industry and Trade Co., Ltd., a trade company. She is attending the Central University of Finance and Economics
in China and received her bachelor’s degree from the University of Zhengzhou in China. Ms. Ren is also a member of the Chinese
Institute of Certified Public Accountants.





2







Ms. Ren’s experience in auditing, investment consulting
and public offering consulting for national, multi-national and publicly traded companies, including U.S. public companies, and
her extensive experience with accounting principles generally accepted in the United States make her a valuable addition to our
board of directors.



JingjunMu has been a member of the Board since March 2012. Ms. Mu served as Vice Executive Director of the China Dairy Industry
Association, or CDIA, since 2004. From 1997 to 2004, she served as Secretary-General of CDIA. Ms. Mu also served as General Manager
of the China Food Group Supplying Corporation from 1986 to 1997. Ms. Mu served as Deputy Manager of Beijing Wind Instruments Factory
from 1972 to 1986. Prior to that Ms. Mu served at the Tianjin Planning Bureau from 1962 to 1972. Ms. Mu is a qualified Senior Economist
and graduated from the Institute of Light Chemical and Light Industry for Chemical Engineering.



Ms. Mu has extensive experience in the PRC dairy industry that
gives her significant perspective regarding strategic planning and competition in our industry. She also has a strong management,
economic and financial background, which provides our board of directors with a valuable perspective regarding general business
and financial matters.



Director Independence



Our board of directors has determined that Kirk G. Downing,
James C. Lewis, Xiaofei Ren and Jingjun Muare each an independent director as defined by the
listing standards of the NYSE and SEC rules. Our Board has also determined that Neil N. Shen, who served as a director until March
2012, and Sean S. Shao, who served as a director until January 2012, were independent at the time each served as a director. In
making these determinations, our board of directors has concluded that none of those members has or had a relationship that, in
the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director.  Leng You-Bin, Liu Hua and Liu Sheng-Hui are not considered independent because each serves as one of
our executive officers.



Executive Session



The independent members of our board of directors meet in executive
session (without the participation of executive officers or other non-independent directors) at least twice annually or more frequently
as requested by any two directors.  The presiding director at the executive sessions is designated by the independent
directors on an annual basis.  Interested persons may contact our independent directors by sending written comments directed
to the “Presiding Director” or “Non-Employee Directors,” care of the Corporate Secretary to our principal
executive offices.  Our Corporate Secretary will deliver the unopened materials forthwith to the presiding director or
non-employee directors, as applicable.



Board Leadership Structure



In accordance with our bylaws, our board of directors elects
our officers, including our Chief Executive Officer, President, Chief Financial Officer, and such other officers as our board of
directors may appoint from time to time.  Our board of directors has not currently separated the positions of Chairman
of the Board and Chief Executive Officer, and You-Bin Leng currently serves as our Chairman, Chief Executive Officer, President,
and General Manager.  Our board of directors does not believe that separating these positions is necessary at this time
in light of the composition of our board of directors, the management team and our overall leadership structure, the experience
of Mr. Leng in overseeing our day-to-day business while overseeing management, and our current business strategy.  Our
senior management and board of directors has undergone turnover. Those serving in management roles benefit from interacting with
Mr. Leng on a regular basis, and Mr. Leng has managed the competing demands for his time to effectively lead our board of directors.  Our
Bylaws and Corporate Governance Guidelines do not require that our Chairman and Chief Executive Officer positions be separate.  Our
board of directors periodically considers whether changes to our overall leadership structure are appropriate.





3







The Chairman of the Board is responsible for chairing meetings
of our board of directors. In his absence, the Chair of the Audit Committee or the independent director present who has the most
seniority chairs the meetings of our board of directors.  The Chairman of the Board is also responsible for chairing
meetings of shareholders.



Board’s Role in Risk Oversight



Risk is inherent with every business, and how well a business
manages risk can ultimately determine its success. We face a number of risks, including strategic risks, enterprise risks, financial
risks, regulatory risks, and others. Management is responsible for the day-to-day management of risks our company faces, while
our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its
risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed
and implemented by management are adequate and functioning as designed.



Our board of directors believes that full and open communication
between management and our board of directors is essential for effective risk management and oversight.  Our Chairman
meets regularly with our Chief Financial Officer and other senior officers to discuss strategy and risks facing our business.  Senior
management attends board meetings and is available to address any questions or concerns raised by our board of directors on risk
management-related and any other matters.  Our board of directors receives presentations from senior management on strategic
matters involving our operations and holds strategic planning sessions with senior management to discuss strategies, key challenges,
and risks and opportunities for our business.



While our board of directors is ultimately responsible for risk
oversight at our company, its committees assist our board of directors in fulfilling its oversight responsibilities in certain
areas of risk, as further set forth below.



Board Committees



Our board of directors has established an Audit Committee, Compensation
Committee, and Governance Committee.  Our Audit Committee, Compensation Committee and Governance Committee each operate
under a written charter adopted by our board of directors, copies of which are available on our website at http://ady.feihe.com.
The information contained on our website is not incorporated by reference into this Amendment.  Our board of directors and
its committees set schedules to meet throughout the year and also can hold special meetings and act by written consent from time
to time, as appropriate.  The committees report on their activities and actions to our board of directors.



Committees and Meeting Attendance



Our board of directors held four regular meetings during the fiscal
year ended December 31, 2011, and acted two times by unanimous written consent.



Our Audit Committee, Compensation Committee and Governance Committee of
our board of directors held meetings and took action as follows:



| | · | our Audit Committee held five meetings and acted four times by unanimous written consent;
| | - | -----------------------------------------------------------------------------------------



| | · | our Compensation Committee held no meetings and acted two times by unanimous written consent; and
| | - | -------------------------------------------------------------------------------------------------



| | · | our Governance Committee held no meetings and acted one  time by unanimous written consent.
| | - | -------------------------------------------------------------------------------------------



In 2011, each director attended 75% or more of the meetings
of our board of directors and of the committees of our board of directors on which such director served during the period for which
he was a director or committee member.  Our Bylaws provide that the Chairman of our board of directors shall preside
at all meetings of the shareholders.  Otherwise, we have no requirements for our directors to attend our annual meeting
of shareholders.  Three members of our board of directors attended our annual meeting of shareholders in 2011.





4







Committee Composition

The following table provides the current membership of our Audit
Committee, Compensation Committee and Governance Committee. Our board of directors has determined that each member of these committees
is an independent director as defined by the listing standards of the NYSE and SEC rules.



|Audit Committee     |  | Compensation Committee  |  | Governance Committee  
|------------------- |  | ----------------------- |  | ----------------------
|Xiaofei Ren (Chair) |  | Kirk G. Downing (Chair) |  | James C. Lewis (Chair)
|Kirk G. Downing     |  | James C. Lewis          |  | Kirk G. Downing       
|James C. Lewis      |  | Xiaofei Ren             |  | Xiaofei Ren           



Audit Committee

Our Audit Committee consists of Xiaofei Ren, Kirk G. Downing,
and James C. Lewis, each of whom is an independent director as defined by the listing standards of the NYSE and SEC rules.  Our
board of directors has determined that Ms. Ren is an “Audit Committee Financial Expert,” as defined in Item 407(d)(5)
of Regulation S-K.  Our Audit Committee appoints, retains, compensates and oversees our independent public accountants
and reviews the scope and results of the annual audits, receives reports from our independent public accountants, and reports the
committee’s findings to our board of directors.  Our Audit Committee assists our board of directors in fulfilling
its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance
with legal and regulatory requirements, and discusses policies with respect to risk assessment and risk management.



Compensation Committee

Our Compensation Committee currently consists of Kirk G. Downing,
James C. Lewis, and Xiaofei Ren. The Compensation Committee administers our stock incentive plans and makes recommendations concerning
salaries and incentive compensation for our executive officers and employees. The Compensation Committee assists our board of directors
in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and
programs.



Nominating/Corporate Governance Committee

Our Governance Committee consists of James C. Lewis, Kirk G.
Downing, and Xiaofei Ren.  Our Governance Committee makes recommendations to our board of directors regarding the nomination
of candidates to stand for election or re-election as members of our board of directors, evaluates our board of director’s
performance, and provides oversight of corporate governance and ethical standards.  Our Governance Committee assists
our board of directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board
organization, membership and structure, succession planning for our directors and executive officers, and corporate governance.



Compensation Committee Interlocks and Insider Participation



During our fiscal year ended December 31, 2011, our Compensation
Committee consisted of Kirk G. Downing, James C. Lewis, and Sean S. Shao. None of these persons was, during the fiscal year ended
December 31, 2011, an officer or employee of ours, was formerly an officer of ours, or had any relationship requiring disclosure
under Item 404 of Regulation S-K.  None of our executive officers serve, or in the past year has served, as a member
of the board of directors or Compensation Committee of any entity that has one or more executive officers serving on our board
of directors or Compensation Committee.



Director Nomination



We have adopted Corporate Governance Guidelines that address
the composition of our board of directors, criteria for membership on our board of directors and other governance matters related
to our board of directors. Our director nomination process is also set forth in our Corporate Governance Guidelines. A copy of
our Corporate Governance Guidelines is available on the Investor Relations section of our website at http://ady.feihe.com.
The information contained on our website is not incorporated by reference into this Amendment.





Our Governance Committee reviews annually the results of the
evaluation of our board of directors and its committees, and the needs of our board of directors for various skills, experience,
expected contributions and other characteristics in determining the director candidates to be nominated at the annual meeting.
Our Governance Committee evaluates candidates for directors proposed by directors, shareholders or management in light of the Committee’s
views of the current needs of our board of directors for certain skills, experience or other characteristics, the candidate’s
background, skills, experience, other characteristics and expected contributions, and the qualification standards established from
time to time by our Governance Committee. While we do not have a formal diversity policy, we seek to have directors representing
a range of experiences, qualifications, skills and backgrounds, consistent with our Governance Committee’s goal of creating
a board of directors that best serves the needs of our company and the interest of our shareholders. Our Governance Committee implements
this goal, and our implementation of it is reviewed, as part of our annual nomination process. In making determinations regarding
nominations of directors, our Governance Committee may take into account the benefits of diverse viewpoints as well as the benefits
of a constructive working relationship among directors.





5







Our Governance Committee also considers candidates for membership
on our board of directors proposed by shareholders. Any such proposals should be made in writing to Feihe International, Inc.,
Star City International Building, 10 Jiuxianqiao Road, C-16th Floor, Chaoyang District, Beijing, China 100016, Attention: Legal
Department.  All nominees will submit a completed form of directors’ and officers’ questionnaire as part
of the nominating process.  The process may also include interviews and additional background and reference checks for
non-incumbent nominees, at the discretion of our Governance Committee.



Code of Ethics



We have adopted a Code of Ethics that applies to all of our
officers, directors and employees. The most recent version is available on the Investor Relations section of our website at http://ady.feihe.com.
The information contained on our website is not incorporated by reference into this Amendment.  If we make any substantive
amendments to the code or grant any waiver from a provision of the code to any executive officer or director, we will promptly
disclose the nature of the amendment or waiver on our website, as well as via any other means required by applicable law.



Communications by Shareholders with Directors



Shareholders may communicate with any and all of our directors
by transmitting correspondence by mail, facsimile or email, addressed as follows:



Chairman of the Board or Board of Directors

c/o Corporate Secretary

Star City International Building, 10 Jiuxianqiao Road,
C-16th Floor

Chaoyang District, Beijing, China 100016

Email Address: liuhua@feihe.com



Our Corporate Secretary maintains a log of
such communications and transmits as soon as practicable such communications to any identified director addressee, unless
there are safety or security concerns that mitigate against further transmission of the communications, as determined by
the Corporate Secretary. Our board of directors or individual directors to whom such communications are addressed are advised
of any communication withheld for safety or security reasons as soon as practicable. The Corporate Secretary relays
all communications to directors absent safety or security issues.



Executive Officers



The following table sets forth the name and age of each of our
executive officers, the positions and offices held by each executive officer with us, and the period during which the executive
officers has served as one of our executive officers.  All officers serve at the pleasure of our board of directors.



|Name          |  | Age |  | Position                                                          |  | Officer Since
|------------- |  | --- |  | ----------------------------------------------------------------- |  | -------------
|Leng You-Bin  |  | 47  |  | Chairman, Chief Executive Officer, President, and General Manager |  | 2003         
|Liu Hua       |  | 39  |  | Vice Chairman, Chief Financial Officer, Treasurer and Secretary   |  | 2003         
|Liu Sheng-Hui |  | 41  |  | Director and Vice President of Finance, Feihe Dairy               |  | 2003         





6







Leng You-Bin’s biographical summary is included
under “—Directors” above.



Liu Hua’s biographical summary is included
under “—Directors” above.



Liu Sheng-Hui’s biographical summary is
included under”—Directors” above.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires our executive officers
and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes
in ownership with the SEC.  Officers, directors and greater than 10% shareholders are required by SEC regulation
to furnish us with copies of all Section 16(a) forms they file.  Based on our review of the copies of such forms we have
received, we believe that during the year ended December 31, 2011, filing requirements applicable to our officers, directors and
10% owners of our common stock were complied with, except that Forms 4 were not timely filed to report restricted stock awards
to Sean S. Shao and James C. Lewis in July 2011.





Item 11. Executive Compensation



Compensation Discussion and Analysis



This section discusses the principles underlying our executive
compensation policies and decisions and the most important factors relevant to an analysis of those policies and decisions. This
section provides specific information regarding compensation earned by the following “named executive officers”:



| | · | Leng You-Bin, our Chairman, Chief Executive Officer, President and General Manager;
| | - | -----------------------------------------------------------------------------------
| | · | Liu Hua, Vice Chairman, Chief Financial Officer, Treasurer, and Secretary; and     
| | · | Liu Sheng-Hui, Vice President of Finance of our subsidiary Feihe Dairy.            



Compensation Philosophy and Objectives



Our Compensation Committee assists our board of directors in
reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation
to be provided to our directors and executive officers.  With the responsibility of establishing, implementing and monitoring
our executive compensation program philosophy and practices, our Compensation Committee seeks to ensure that the total compensation
paid to our directors and executive officers is fair and competitive.  Our Compensation Committee’s goals regarding
executive compensation are primarily to recruit, hire, retain, motivate and reward.  In determining what constitutes
a fair and competitive compensation for each executive, our Compensation Committee evaluates individual executive performance with
a goal of setting compensation at levels based on the executive’s general business and industry knowledge and experience
and comparable to executives in other companies of similar size and stage of development, while taking into account our relative
performance and our strategic goals.



We conduct an annual review of the aggregate level of our
executive compensation as part of the annual budget review and annual performance review processes.  During our review
of an individual executive’s compensation, our Compensation Committee primarily considers individual performance of that
executive and internal review of the executive’s compensation, both individually and relative to other executive officers.  Our
Compensation Committee also considers factors of corporate performance including the stock prices, sales, revenue and the current
overall economic situation.  Adjustments to salary levels are typically made annually as part of the company’s
performance review process, as well as upon a change in job responsibility.  Merit-based increases to salaries are based
on our Compensation Committee’s assessment of the individual’s performance.   Our Compensation Committee
also monitors our compensation policies and practices to ensure they do not incentivize excessive risk-taking or other unintended
risks that are reasonably likely to have a material adverse effect on us.



In May 2009, our board of directors approved our 2009 Stock
Incentive Plan, or our 2009 Plan, which permits grants a variety of equity-based compensation, including performance-based awards.  We
believe performance-based equity compensation arrangements can better align the interests of the key executives with our shareholders.  Our
Compensation Committee intends to continue to ensure that, when appropriate, our executive officers have the opportunity to earn
equity compensation if certain performance goals are met, such as those based on specified increases in cash flow, net profits,
stock price, sales, market shares or earnings per share.





7







Setting and Monitoring Executive Compensation



Historically, our executive compensation has consisted of base
salary and equity awards.



Base Salary.  Our Compensation
Committee determines executive salaries based on job responsibilities and individual experience, and also from time to time compares
the amounts we pay against market compensation for similar positions within similar industries and in the PRC, based on informal,
publicly available compensation information. While limited in scope, our Compensation Committee believes such comparisons can
provide helpful data as to whether our compensation structure is materially out of line with competitors. We plan to continue
to provide competitive salaries to our executive officers by reviewing the salaries of our executives annually and, if appropriate,
recommending increases in salaries based on individual performance during the prior calendar year and cost of living adjustments.



Equity Awards.  Our Compensation
Committee determines stock, options and other awards after consulting with recruiting firms that provide market information concerning
equity awards to executives of similar positions in the peer group of companies described above.  We have adopted a
401(k) plan and intend to adopt formal programs for time off allocation and performance bonuses in the future.



Our Compensation Committee monitors our executive compensation
program by routinely comparing it to the compensation programs of similarly situated companies and considering other factors such
as performance, length of service, peer evaluations, subjective and objective reviews.



The Role of Shareholder Say-on-Pay Votes



Recognizing the value of shareholder input regarding executive
compensation, we provide our shareholders with the opportunity to cast an annual advisory vote on executive compensation, or Say-on-Pay.
Although the advisory Say-On-Pay vote is non-binding, our Compensation Committee has considered the outcome of the vote when making
compensation decisions for named executive officers. At our annual meeting of shareholders held in October 2011, approximately
94.5% of the shareholders who voted on the Say-on-Pay proposal voted in favor of it. Our Compensation Committee believes that this
evidences our shareholders’ support for our approach to executive compensation, which has not changed as a result of the
shareholder vote. Our Compensation Committee will continue to consider the outcome of our Say-on-Pay votes when making future compensation
decisions for our named executive officers.



2011 Compensation Decisions



As a result of the process and purposes described above, in
2011 our Compensation Committee made the following compensation decisions with respect to our named executive officers:



Base Salary

Our Compensation Committee recommended, and our board of directors
approved, a cash compensation package of $200,000 for each of Leng You-Bin, our Chairman, Chief Executive Officer, President, and
General Manager, and Liu Hua, our Vice Chairman, Chief Financial Officer, Treasurer and Secretary, for services rendered in
2011. These base salaries are the same as those each officer received in 2010. In determining not to revise the base salaries,
our Compensation Committee specifically considered input from our Human Resources department and representatives of management,
our financial performance, and general economic conditions.



Equity Awards

In July 2011, pursuant to the 2009 Plan, our Compensation Committee
granted an aggregate of 1,332,000 non-statutory performance stock options to certain of our officers and employees, including
options to acquire 80,000 shares to Leng You-Bin, Chairman, Chief Executive Officer, President, and General Manager and options
to acquire 60,000 shares to each of Liu Hua, our Vice Chairman, Chief Financial Officer, Treasurer and Secretary, and Liu Sheng-Hui,
Vice President of Finance of our subsidiary Feihe Dairy. The performance stock options each have an exercise price of $8.32 per
share and will vest upon satisfaction of performance goals and certain other criteria provided the option holder continues to
be an employee of, or service provider to, us at the time of the relevant vesting dates.  If the recipient fails to
satisfy the performance goals related to a vesting date, the shares that would otherwise vest on that date will be forfeited and
cancelled. In determining to grant these options to our named executive officers, our Compensation Committee specifically considered
its intention of aligning the interests of the key executives with those of our shareholders, the continuing importance of improving
our financial performance, and general market conditions.









8









Summary Compensation Table



|Name and Principal Position (1)                                                     |      | Year |  | Bonus
        ($) |   |  | Salary
        ($) |         |         | Option Awards (2)
        ($) |  |         | Total
        ($) |    
|----------------------------------------------------------------------------------- | ---- | ---- |  | ----------------- | - |  | ------------------ | ------- | ------- | ----------------------------- |  | ------- | ----------------- | ---
|Leng
    You-Bin, Chairman, Chief Executive Officer, President, and General Manager |      | 2009 |  |                   | 0 |  |                    |         | 200,000 |                               |  |         | 1,599,435         | (3)
|                                                                                    | 2010 |      |  | 0                 |   |  |                    | 200,000 |         |                               |  | 14,787  | (4)               |    
|                                                                                    | 2011 |      |  | 0                 |   |  |                    | 200,000 |         |                               |  | 440,000 | (5)               |    
|                                                                                    |      |      |  |                   |   |  |                    |         |         |                               |  |         |                   |    
|Liu Hua, Vice
    Chairman, Chief Financial Officer, Treasurer, and Secretary       |      | 2009 |  |                   | 0 |  |                    |         | 200,000 |                               |  |         | 533,145           | (3)
|                                                                                    | 2010 |      |  | 0                 |   |  |                    | 200,000 |         |                               |  | 14,787  | (4)               |    
|                                                                                    | 2011 |      |  | 0                 |   |  |                    | 200,000 |         |                               |  | 330,000 | (5)               |    
|                                                                                    |      |      |  |                   |   |  |                    |         |         |                               |  |         |                   |    
|Liu Sheng-Hui,
    Vice President of Finance, and Director                          |      | 2009 |  |                   | 0 |  |                    |         | 27,804  |                               |  |         | 533,145           | (3)
|                                                                                    | 2010 |      |  | 0                 |   |  |                    | 27,804  |         |                               |  | 14,787  | (4)               |    
|                                                                                    | 2011 |      |  | 0                 |   |  |                    | 27,804  |         |                               |  | 330,000 | (5)               |    



| | (1) | Identifies our named executive officers during the specified periods.
| | --- | ---------------------------------------------------------------------



| | (2) | Represents the aggregate grant date fair value of equity awards granted during the fiscal year without consideration of vesting periods or forfeitures, calculated in accordance with ASC Topic 718. See the notes to our financial statements contained in our Original Filing for an explanation of all assumptions made by us in determining the values of our equity awards under ASC Topic 718.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents the aggregate grant date fair value of performance stock options granted during the fiscal year, based on the
    probable outcome of the performance conditions on the grant date.  Messrs. Leng, Liu and Liu were originally
    granted 150,000, 50,000 and 50,000 performance stock options, respectively.  The performance stock options vest in
    two equal tranches on the fourth and fifth anniversaries of the date such options were granted, provided that the
    recipient has met the performance criteria established and continues to provide service to us.  As of December 31,
    2009, the performance conditions for 2009 were not met and options to acquire 1/3 of the shares were forfeited.  As
    of December 31, 2010, the performance conditions for 2010 were not met and options to acquire 1/3 of the shares were
    forfeited.  As of December 31, 2011, the performance conditions for 2011 were not met and options to acquire the final
    1/3 of the shares were forfeited.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Represents equity awards received by a named executive officer solely in respect of service as a member of our board of directors.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (5) | Represents the aggregate grant date fair value of performance stock options granted during the fiscal year, based on the probable outcome of the performance conditions on the grant date.  The performance stock options vest as to 25% on December 31, 2012, 35% on December 31, 2013 and 40% on December 31, 2014, provided that the recipient has met the performance criteria established and continues to provide service to us.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





9







Stock Incentive Plans



2009 Stock Incentive Plan

In May 2009, our board of directors approved our 2009 Plan,
which was approved by our shareholders at our 2009 annual meeting of shareholders.  Our 2009 Plan permits grants incentive
stock options, nonqualified stock options, restricted stock awards, performance stock awards and other equity-based compensation,
to our employees, directors, officers, consultants, agents, advisors and independent contractors.  The total number of
shares of our common stock initially authorized for issuance under our 2009 Plan is 2,000,000 plus any authorized shares that,
as of May 7, 2009, were available for issuance under our 2003 Stock Incentive Plan, or our 2003 Plan.  Our 2009 Plan
is administered by our Compensation Committee.



In May 2009, our Compensation Committee granted an
aggregate of 2,073,190 performance stock options to certain of our employees and officers under our 2009 Plan, including
150,000 performance stock options to Leng You-Bin, our Chairman, Chief Executive Officer, President and General Manager, and
50,000 performance stock options to each of Liu Hua, our Vice Chairman, Chief Financial Officer, Treasurer and Secretary, and
Liu Sheng-Hui, Vice President of Finance of our subsidiary Feihe Dairy.  The performance stock options each had an
exercise price of $16.86, a contractual life of 6 years, and were to vest in two equal tranches on the fourth and fifth
anniversaries of the date such options were granted, provided that the recipient has met the performance criteria
established in accordance with our 2009 Plan, including performance targets for each of our 2009, 2010 and 2011 fiscal years,
and the recipient continues to be our employee at the time of the relevant vesting dates.  The performance
criteria were not met in 2009, 2010 or 2011, and of all the options
were forfeited and cancelled.



In July 2011, our Compensation Committee granted
an aggregate of 1,332,000 performance stock options to certain of our employees and officers under our 2009 Plan, as
described under “—2011 Compensation Decisions—Equity Awards.”





2003 Stock Incentive Plan

In April 2003, we adopted and approved our 2003 Plan, which
reserved 3,000,000 shares of our common stock for issuance under the 2003 Plan. The 2003 Plan allowed us to issue awards of incentive
or non-qualified stock options, stock appreciation rights, and stock bonuses which may be subject to restrictions.  Our
2003 Plan is administered by our Compensation Committee.  Effective May 7, 2009, all shares of our common stock that were
available for issuance under our 2003 Plan became part the shares reserved for issuance under our 2009 Plan, and no shares remained
available for issuance under our 2003 Plan.



10









Grants of Plan-Based Awards



The following table sets forth information regarding our 2009
Plan awards granted to our named executive officers during 2011. All such awards were granted to our named executive officers solely
in respect of their service to us as a member of our board of directors:



|Name          |  | Grant Date |     | Estimated
        Future Payouts
        Under Equity
        Incentive Plan
        Awards (#)
        (Maximum) |        |  | All Other
        Stock
        Awards:
        Number of
        Shares of
        Stocks or
        Units |  |       | Exercise or
        Base Price of
        Option
        Awards
        ($/Sh) |      |  | Grant Date
        Fair Value of
        Stock and
        Option
        Awards ($) (1) | 
|------------- |  | ---------- | --- | ----------------------------------------------------------------------------------------------------------------- | ------ |  | ----------------------------------------------------------------------------------------------------------- |  | ----- | ------------------------------------------------------------------------------ | ---- |  | ---------------------------------------------------------------------------------------- | 
|Leng You-Bin  |  | 7/29/2011  |     | 80,000                                                                                                            |        |  |                                                                                                             |  |       |                                                                                | 8.32 |  |                                                                                          | 
|              |  | 7/29/2011  | (2) |                                                                                                                   |        |  |                                                                                                             |  | 5,000 |                                                                                |      |  |                                                                                          | 
|Liu Hua       |  | 7/29/2011  |     |                                                                                                                   | 60,000 |  |                                                                                                             |  |       |                                                                                |      |  | 8.32                                                                                     | 
|              |  | 7/29/2011  | (2) |                                                                                                                   |        |  |                                                                                                             |  | 5,000 |                                                                                |      |  |                                                                                          | 
|Liu Sheng-Hui |  | 7/29/2011  |     |                                                                                                                   | 60,000 |  |                                                                                                             |  |       |                                                                                |      |  | 8.32                                                                                     | 
|              |  | 7/29/2011  | (2) |                                                                                                                   |        |  |                                                                                                             |  | 5,000 |                                                                                |      |  |                                                                                          | 



|(1) | Represents the aggregate grant date fair value of the awards granted calculated in accordance with ASC Topic 718.  See the notes to our financial statements contained in our Original Filing for an explanation of all assumptions made by us in determining the values of our equity awards under ASC Topic 718.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Represents equity awards received by a named executive officer solely in respect of service as a member of our board of directors.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards at Fiscal Year-End



The following table sets forth information regarding outstanding
equity awards granted to our named executive officers as of December 31, 2011.  The options issued to Leng You-Bin, Liu
Hua and Liu Sheng-Hui are subject to performance and time-based vesting conditions set forth under the heading “2009 Stock
Incentive Plan” above.



|Name                   |  | Number of Securities Underlying Unexercised Options (#) Exercisable |   | Number of Securities Underlying Unexercised Options(#) Unexercisable |  | Option Exercise Price($) |  | Option Expiration Date
|---------------------- |  | ------------------------------------------------------------------- | - | -------------------------------------------------------------------- |  | ------------------------ |  | ----------------------
|Leng You-Bin, Chairman |  |                                                                     | 0 |                                                                      |  | 80,000                   |  |                       
|Liu Hua                |  |                                                                     | 0 |                                                                      |  | 60,000                   |  |                       
|Liu Sheng-Hui          |  |                                                                     | 0 |                                                                      |  | 60,000                   |  |                       



Option exercises and stock vested



We had no exercises of options by named executive officers during
2011.



Employment Agreements



We do not have any written employment agreements with our named
executive officers, although we may enter into such agreements in the future.



Benefit Plans



We do not sponsor or maintain any qualified or non-qualified
defined benefit plans, non-qualified defined contribution plans, other deferred compensation plans, or profit sharing plan or similar
plans for the benefit of our officers, directors or employees.  However, we may establish such plans in the future.  Certain
employees of our subsidiaries, including Leng You-Bin, our Chairman, Chief Executive Officer, President, and General Manager, have
pension and healthcare benefits through plans offered by such subsidiaries, as required by local Chinese laws.  We are
required to make contributions for the benefit of our employees to these social welfare plans, which are administered by the Chinese
government.





11







Severance and Change of Control Agreements



As of December 31, 2010, we had no agreements or arrangements
providing for payments to a named executive officer in connection with any termination.



Director Compensation



In July 2011, Sean S. Shao received an award of 3,000 restricted
shares of our common stock and each of the remaining directors received an award of 5,000 restricted shares of our common stock
for their board service from August 1, 2010 to July 31, 2011. In addition, Sean S. Shao, who served as a director and chairperson
of our Audit Committee throughout 2011 (but resigned as a director in January 2012), received $3,000 monthly cash compensation
for such service.



|Name                  |  | Fees
        Earned or
        Paid in
        Cash ($) |        |  | Stock
        Award ($) |  |        | Total ($) | 
|--------------------- |  | ------------------------------------------------------- | ------ |  | ----------------------- |  | ------ | --------- | 
|Leng You-Bin          |  |                                                         | 0      |  |                         |  | 41,600 |           | 
|Liu Hua               |  |                                                         | 0      |  |                         |  | 41,600 |           | 
|Liu Sheng-Hui         |  |                                                         | 0      |  |                         |  | 41,600 |           | 
|Kirk G. Downing, Esq. |  |                                                         | 0      |  |                         |  | 41,600 |           | 
|James C. Lewis, Esq.  |  |                                                         | 0      |  |                         |  | 41,600 |           | 
|Neil N. Shen (1)      |  |                                                         | 0      |  |                         |  | 41,600 |           | 
|Sean S. Shao (2)      |  |                                                         | 36,000 |  |                         |  | 24,960 |           | 



(1)	Mr. Shen’s service on our board of directors terminated
in March 2012.

(2)	Mr. Shao’s service on our board of directors terminated
in January 2012.



Limited Liability and Indemnification



Section 16-10a-840 of the Utah Revised Business Corporation
Act, or the URBC, requires directors and officers to perform their duties in good faith and with the care that an ordinary person
would exercise under similar circumstances in a manner reasonably believed to be in the best interest of the corporation. A director
or officer of a corporation is not liable to the corporation, its shareholders or others for any action taken or any failure to
act as an officer or director unless he has breached or failed or failed to perform his duties as described above and the breach
or failure to perform constitutes gross negligence, willful misconduct, or intentional infliction of harm on the corporation or
its shareholders.



Section 16-10a-841 of the URBC provides that the articles of
incorporation of a Utah corporation may eliminate or limit the liability of a director to the corporation or its shareholders for
monetary damages, except for (i) a financial benefit to which is not entitled; (ii) an intentional infliction of harm; (iii) unlawful
distributions of the corporation constituting a violation of Section 16-10a-842 of the URBC; or (iv) an intentional violation of
criminal law.



Section 16-10a-902 of the URBC permits a Utah corporation to
indemnify directors made a party to a proceeding because he is or was a director if (i) his conduct was in, or not opposed to,
the corporation’s best interest; and (ii) he reasonably believed his conduct was in, or not opposed to, the corporation’s
best interests; and (iii) in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
However, a Utah corporation may not indemnify a director if he was adjudged liable to the corporation, or if he was adjudged liable
on the basis that he derived an improper personal benefit; and such indemnification in any action brought by the corporation is
limited to reasonable expenses incurred in connection with the proceedings.



Article VI of our Articles of Incorporation and Article VIII
of our Bylaws provide for the indemnification of our directors and officers. Indemnification is mandatory regarding reasonable
expenses incurred in connection with proceedings or claims with respect to which the director or officer has been successful. Officers,
employees, fiduciaries and agents of a Utah corporation may be entitled to indemnification to a greater extent, if not inconsistent
with public policy or if provided for in a company’s articles of incorporation, bylaws, general or specific action of its
board of directors or contract.





12







Consultants



We may retain compensation consultants to the extent we deem
it necessary and appropriate.  We will not delegate our authority and responsibility to make management decisions to
consultants or any other persons, nor shall any consultant have any discretionary authority or the authority to bind us in any
material respect.



Compensation Risk Evaluation



Our Compensation Committee reviews the various design elements
of our compensation program to determine whether any of its aspects encourage excessive or inappropriate risk-taking.  Our
Compensation Committee also considers the compensation policies and practices at our business units, including their risk profile,
their compensation structures and levels, their compensation expense relative to revenues, and whether employees received compensation
that varied significantly from our overall risk and reward structure for the services such employees provided.  Our Compensation
Committee also considers other factors, such as the fact that substantially of our employees are located in the PRC, where employees
salaries tend to be lower compared to the U.S. companies, and that our equity awards are long-term with three-year performance
targets and vest only after the fourth and fifth years.  Following this risk evaluation for 2011, our Compensation Committee
concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse
effect on us.





13







Compensation Committee Report



We, the Compensation Committee of the board of directors of
Feihe International, Inc., have reviewed and discussed the Compensation Discussion and Analysis contained herein with management.  Based
on such review and discussion, we have recommended to the board of directors that the Compensation Discussion and Analysis be included
in this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011.



| | Compensation Committee
| | ----------------------
| |                       
| | Kirk G. Downing       
| |                       
| | James C. Lewis        





14







Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Shareholder Matters



The following table sets forth, as of April 30, 2012, information
concerning the beneficial ownership of shares of our common stock held by our directors, our named executive officers, our directors
and executive officers as a group, and each person known by us to be a beneficial owner of 5% or more of our outstanding common
stock.



Beneficial ownership is determined according to the rules of
the SEC.  Beneficial ownership means that a person has or shares voting or investment power of a security and includes
any securities that person has the right to acquire within 60 days after the measurement date, such as pursuant to options, warrants
or convertible notes.  Except as otherwise indicated, we believe that each of the beneficial owners of our common stock
listed below, based on information each of them has given to us, has sole investment and voting power with respect to such beneficial
owner’s shares, except where community property or similar laws may apply.  For purposes of the column for shares
underlying convertible securities, in accordance with rules of the SEC, shares of our common stock underlying securities that a
person has the right to acquire within 60 days of April 30, 2012 are deemed to be beneficially owned by such person for the purpose
of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the
ownership percentage of any other person.



|                                                        |  | Common Stock Beneficially Owned |          
|------------------------------------------------------- |  | ------------------------------- | ---------
|Name and Address of Beneficial Owner                    |  | Total
        Outstanding       |          
|Directors and Executive Officers                        |  |                                 |          
|Leng You-Bin (3)                                        |  |                                 | 8,959,358
|Liu Hua (3)                                             |  |                                 | 38,533   
|Liu Sheng-Hui (3)                                       |  |                                 | 208,307  
|Kirk Downing (3)                                        |  |                                 | 17,000   
|James C. Lewis (3)(4)                                   |  |                                 | 32,000   
|Jingjun Mu (3)                                          |  |                                 | 0        
|Xiaofei Ren (3)                                         |  |                                 | 0        
|Directors and executive officers as a group (7 persons) |  |                                 | 9,255,198








* Less than 1%



|(1) | Includes shares of our common stock issuable upon exercise of options or upon conversion of warrants or convertible notes, if the person has the right to acquire such shares within 60 days of April 26, 2011.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Based on 19,714,291 shares of our common stock outstanding as of April 30, 2012.
|--- | --------------------------------------------------------------------------------



|(3) | The address for this beneficial owner is c/o Feihe International, Star City International Building, 10 Jiuxianqiao Road, C-16th Floor, Chaoyang District, Beijing, China 100016.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | James C. Lewis holds such shares jointly with his spouse.
|--- | ---------------------------------------------------------



The following table sets forth information regarding issuances
of securities pursuant to equity compensation plans as of December 31, 2011:



|Plan Category                                          |  | Number of securities issued and to be issued upon exercise of outstanding options, warrants and rights |           | Weighted-average exercise price of outstanding options, warrants and rights |   | Number of securities remaining available for future issuance | 
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------ | --------- | --------------------------------------------------------------------------- | - | ------------------------------------------------------------ | 
|Equity compensation plans approved by security holders |  |                                                                                                        | 1,446,000 |                                                                             | $ | 5.31                                                         | 
|Total                                                  |  |                                                                                                        | 1,446,000 |                                                                             | $ | 5.31                                                         | 





15







Item 13. Certain Relationships and Related Transactions,
and Director Independence



Transactions with Related Persons



Leng You-Bin, our Chairman, Chief Executive Officer, President,
and General Manager, is also the founder of a Heilongjiang Feihe Dairy Educational Charitable Foundation, or HFDECF, charitable
organization for under-privileged children in the Heilongjiang Province of the PRC.  We have an outstanding loan payable
to HFDECF, which is unsecured, accrues interest at an annual rate of 5.85%, and is payable on demand.  In 2011, the largest
amount of the indebtedness outstanding, including accrued interest, was approximately $51,000.



Sequoia Capital China Growth Fund I, L.P., and certain
of its affiliates, or collectively Sequoia, beneficially owned in excess of 5% of our issued and outstanding common stock
in 2011.  Additionally, Neil N. Shen, who served as one of our directors during 2011, is the founding Managing
Partner of one of the Sequoia entities.  Sequoia is a party to a subscription agreement pursuant to which we
issued 2,100,000 shares of our common stock for an aggregate purchase price of $63.0 million, including $47.0 million in cash
and the conversion of a $16.0 million bridge loan we previously received from Sequoia in July 2009. Pursuant to a
performance adjustment feature in the subscription agreement, we issued 525,000 shares of our common stock to Sequoia because
we failed to meet certain earnings per share targets for 2009. On February 1, 2011, we entered into a redemption agreement
with Sequoia pursuant to which we agreed to redeem and purchase from Sequoia an aggregate of 2,625,000 shares of our common
stock, or the Shares.  The Shares were originally issued to Sequoia pursuant to the subscription agreement, which,
among other things, granted Sequoia a right to have the Shares redeemed if the average of closing prices of our common stock
for the fifteen trading days commencing on the third anniversary of the closing date is less than $39.00 per
share.  The redemption agreement requires us to redeem the Shares in four equal installments on or
within 30 days of March 31, 2011, September 30, 2011, December 31, 2011 and March 31, 2012, for an aggregate payment on each
such date of $15,750,000, together with interest accruing at the rate of 1.5% per annum, compounded annually from August 27,
2009 until such date.



Review, Approval or Ratification of Transactions with Related
Persons



Although we have not adopted formal procedures for the review,
approval or ratification of transactions with related persons, we adhere to a general policy that such transactions should only
be entered into if they are on terms that, on the whole, are no more favorable, or no less favorable, than those available from
unaffiliated third parties and their approval is in accordance with applicable law.  Such transactions require the approval
of our board of directors.



Director Independence



For an identification of our independent directors, please see
“Director Independence” under Item 10.





Item 14. Principal Accountant Fees and Services



The following table sets forth the professional service aggregate
fees of our principal accountants for the services and periods indicated:



|Name                                             |  | Audit Fees (1) |        
|------------------------------------------------ |  | -------------- | -------
|Grant Thornton, for fiscal year ended:           |  |                |        
|December 31, 2010                                |  | $              | 521,479
|Deloitte Touche Tohmatsu, for fiscal year ended: |  |                |        
|December 31, 2010                                |  | $              | 766,084
|December 31, 2011                                |  | $              | 467,567
|Crowe Horwath (HK) CPA Limited                   |  |                |        
|December 31, 2011                                |  | $              | 425,000



| | (1) | This category includes the audit of our annual financial statements, the audit of our internal control over financial reporting, review of unaudited quarterly financial statements included in our Form 10-Q quarterly reports, and services that are normally provided by the independent registered public accounting firm in connection with regulatory filings or engagements, for those fiscal years.  This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. These fees represent all fees paid to our principal accountants for the periods indicated.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Audit Committee’s policy is to pre-approve all audit
and permissible non-audit services provided by our independent registered public accounting firm.  These services may
include audit services, audit-related services, tax services and other services.  Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the particular service or category of services.  The independent
registered public accounting firm and management are required to periodically report to our Audit Committee regarding the extent
of services provided by the independent registered public accounting firm in accordance with this pre-approval.  None
of the services related to Audit-Related Fees, Tax Fees or All Other Fees described above were approved by our Audit Committee
pursuant to a waiver of pre-approval provisions set forth in applicable rules of the SEC.





16







PART IV



Item 15. Exhibits and Financial Statement Schedules



Exhibits

The following exhibits are filed as a part of this Amendment:



|                    |  |                                                                                                                                                                                 |  |                        |  |  | Incorporated by Reference | 
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  |  | ------------------------- | 
|Exhibit
        No. |  | Exhibit Title                                                                                                                                                                   |  | Filed
        Herewith |  |  | Form                      | 
|24.1                |  | Power of Attorney (included on signature page)                                                                                                                                  |  | X                      |  |  |                           | 
|                    |  |                                                                                                                                                                                 |  |                        |  |  |                           | 
|31.1                |  | Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                       |  | X                      |  |  |                           | 
|                    |  |                                                                                                                                                                                 |  |                        |  |  |                           | 
|31.2                |  | Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                       |  | X                      |  |  |                           | 
|                    |  |                                                                                                                                                                                 |  |                        |  |  |                           | 
|32.1                |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | X                      |  |  |                           | 





17







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|April 30, 2012 | FEIHE INTERNATIONAL, INC.
|-------------- | -------------------------
|               |                          
|               | By:                      
|               |                          
|               |                          
|               |                          
|               | By:                      
|               |                          
|               |                          



POWER OF ATTORNEY



KNOW BY ALL MEN BY THESE PRESENTS, that Xiaofei Ren and Jingjun
Mu, whose signature appears below, each constitutes and appoints Leng You-Bin as her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign
any and all Amendments hereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|/s/ Leng You-Bin                                                                                       |                                | April 30, 2012
|------------------------------------------------------------------------------------------------------ | ------------------------------ | --------------
|Leng You-Bin, Director, Chief Executive Officer                                                        |                                |               
|and President (Principal Executive Officer)                                                            |                                |               
|                                                                                                       |                                |               
|/s/ Liu Hua                                                                                            |                                | April 30, 2012
|Liu Hua, Director, Vice Chairman, Chief Financial Officer (Principal Accounting and Financial Officer) |                                |               
|                                                                                                       |                                |               
|/s/ Liu Sheng-Hui                                                                                      |                                | April 30, 2012
|Liu Sheng-Hui, Director                                                                                |                                |               
|                                                                                                       |                                |               
|/s/ Xiaofei Ren                                                                                        |                                | April 30, 2012
|Xiaofei Ren, Director                                                                                  |                                |               
|                                                                                                       |                                |               
|/s/ Kirk Downing *                                                                                     |                                | April 30, 2012
|Kirk Downing, Director                                                                                 |                                |               
|                                                                                                       |                                |               
|/s/ James Lewis *                                                                                      |                                | April 30, 2012
|James Lewis, Director                                                                                  |                                |               
|                                                                                                       |                                |               
|/s/ Jingjun Mu                                                                                         |                                | April 30, 2012
|Jingjun Mu, Director                                                                                   |                                |               
|                                                                                                       |                                |               
|* By:                                                                                                  | /s/ Leng You-Bin               |               
|                                                                                                       | Leng You-Bin, Attorney-In-Fact |               













EXHIBIT INDEX



|                    |  |                                                                                                                                                                                 |  |                        |  |  | Incorporated by Reference | 
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  |  | ------------------------- | 
|Exhibit
        No. |  | Exhibit Title                                                                                                                                                                   |  | Filed
        Herewith |  |  | Form                      | 
|24.1                |  | Power of Attorney (included on signature page)                                                                                                                                  |  | X                      |  |  |                           | 
|                    |  |                                                                                                                                                                                 |  |                        |  |  |                           | 
|31.1                |  | Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                       |  | X                      |  |  |                           | 
|                    |  |                                                                                                                                                                                 |  |                        |  |  |                           | 
|31.2                |  | Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                       |  | X                      |  |  |                           | 
|                    |  |                                                                                                                                                                                 |  |                        |  |  |                           | 
|32.1                |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | X                      |  |  |                           |