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, 2012

|o | 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. o
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. o
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 o
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
o 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. o



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 oAccelerated filer x Non-accelerated filer oSmaller Reporting Company o

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). o 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,
2012 as reported on the NYSE, was approximately $78,765,000.

As of March 15, 2013, there were 19,784,291 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  |  | 18                                                                                            
|Item 15. |  | Exhibits and Financial Statement Schedules                                                    

Unless the context otherwise requires, all references
herein to “dollars” and “$” are to United States dollars, and 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, 2012, filed with the U.S. Securities
and Exchange Commission (the “SEC”) on March 27, 2013 (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, 2012. 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.

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
|--------------------- |  | --- |  | ----------------------------------------------------------------- |  | --------------
|You-Bin Leng          |  | 48  |  | Chairman, Chief Executive Officer, President, and General Manager |  | 2003          
|Hua Liu               |  | 40  |  | Vice Chairman, Chief Financial Officer, Treasurer and Secretary   |  | 2003          
|Sheng-Hui Liu         |  | 42  |  | Director and Vice President of Finance, Feihe Dairy               |  | 2003          
|Kirk G. Downing, Esq. |  | 60  |  | Director                                                          |  | 2005          
|Xiaofei Ren           |  | 41  |  | Director                                                          |  | 2012          
|Jingjun Mu            |  | 71  |  | Director                                                          |  | 2012          
|David Dong            |  | 42  |  | Director                                                          |  | 2012          

You-Bin Leng 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.

1







Hua Liu 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.

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.

Sheng-Hui Liu 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.

Xiaofei Ren has been a member of our board
of directors 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.

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 our board of directors 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.

2







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.



David Dong has been a member of our board of
directors since September 2012. Mr. Dong has served as the Chief Financial Officer of China Botanic Pharmaceutical Inc., a botanical
products, bio-pharmaceuticals and traditional Chinese medicines company, since December 2010. From November 2008 to November 2010,
Mr. Dong served as an investment manager with Hatitac Inc., a financial services company in Canada. From March 2006 to October
2008, Mr. Dong served as an investment manager with HUB International, a financial services company in Canada. From September 2000
to February 2006, Mr. Dong served as an investment manager with Freedom 55 Financial, a financial services company in Canada. Mr.
Dong holds a Bachelor of Engineering from North-Western Polytechnic University in China and is a Certified Financial Planner in
Canada.

Mr. Dong has significant experience as the principal financial
officer of a U.S. public company operating in the agricultural industry in China, including a management, financial and accounting
background. Mr. Dong provides our board of directors with a valuable perspective on our industry, business and financial planning,
matters relating to accounting principles generally accepted in the U.S., and related risk management.

Director Independence

Our board of directors has determined that Kirk G. Downing,
Xiaofei Ren, Jingjun Mu and David Dongare each an independent director as defined by the listing
standards of the NYSE and SEC rules. Our board of directors also determined that James C. Lewis, who served as a director until
September 2012, Neil N. Shen, who served as a director until March 2012, Sean S. Shao, who served as a director until January
2012, were each independent at the time he served as a director. In making these determinations, our board of directors 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. You-Bin Leng, Hua Liu and Sheng-Hui Liu 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 a Nominating/Corporate Governance Committee, or our 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, 2012, 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 one time by unanimous written consent; and
| | · | our Governance Committee held no meetings and acted three times by unanimous written consent.   

In 2012, 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 2012.

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) |  | David Dong (Chair)  
|Kirk G. Downing     |  | David Dong              |  | Kirk G. Downing     
|David Dong          |  | Xiaofei Ren             |  | Xiaofei Ren         

Audit Committee

Our Audit Committee consists of Xiaofei Ren, Kirk G. Downing,
and David Dong, 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 and Mr. Dong are each 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, David Dong, 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 David Dong, 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, 2012, our Compensation
Committee consisted of Kirk G. Downing, James C. Lewis (whose service terminated in September 2012), Sean S. Shao (whose service
terminated in January 2012), Xiaofei Ren (whose service commenced in January 2012), and David Dong (whose service commenced in
September 2012).

None of these persons was, during the fiscal year ended December
31, 2012, 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.

5







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.

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.

6





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
|------------- |  | --- |  | ----------------------------------------------------------------- |  | -------------
|You-Bin Leng  |  | 48  |  | Chairman, Chief Executive Officer, President, and General Manager |  | 2003         
|Hua Liu       |  | 40  |  | Vice Chairman, Chief Financial Officer, Treasurer and Secretary   |  | 2003         
|Sheng-Hui Liu |  | 42  |  | Director and Vice President of Finance, Feihe Dairy               |  | 2003         



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

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

Sheng-Hui Liu’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, 2012, filing requirements applicable to our officers, directors and 10% owners
of our common stock were complied with, except for a Form 4 for James C. Lewis filed to report a stock award in May 2012.

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”:

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

7







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.

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, and 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 meetings of shareholders held in October 2011 and November 2012,
approximately 94.5% and 99.7%, respectively, 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.

8







2012 Compensation Decisions

As a result of the process and purposes described above,
in 2012 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 You-Bin Leng, our Chairman, Chief Executive Officer, President,
and General Manager, and Hua Liu, our Vice Chairman, Chief Financial Officer, Treasurer and Secretary, for services rendered in
2012. These base salaries are the same as those each officer received in 2011. 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

Our Compensation Committee did not grant any equity incentive
awards to our named executive officers during 2012.

Summary Compensation Table

|                                 |  |      |      |  |           |  |   |            |  |  |                       |  |  |                       |        |     |           | 
|-------------------------------- |  | ---- | ---- |  | --------- |  | - | ---------- |  |  | --------------------- |  |  | --------------------- | ------ | --- | --------- | 
|Name and Principal 
Position (1) |  | Year |      |  | Bonus ($) |  |   | Salary ($) |  |  | Stock Awards 
($) (2) |  |  | Option Awards ($) (2) |        |     | Total ($) | 
|You-Bin Leng, Chairman, Chief    |  |      | 2010 |  |           |  | 0 |            |  |  | 200,000               |  |  |                       | 0      |     |           | 
|Executive Officer, President,    |  |      | 2011 |  |           |  | 0 |            |  |  | 200,000               |  |  |                       | 0      |     |           | 
|and General Manager              |  |      | 2012 |  |           |  | 0 |            |  |  | 200,000               |  |  |                       | 47,800 | (3) |           | 
|                                 |  |      |      |  |           |  |   |            |  |  |                       |  |  |                       |        |     |           | 
|Hua Liu, Vice Chairman, Chief    |  |      | 2010 |  |           |  | 0 |            |  |  | 200,000               |  |  |                       | 0      |     |           | 
|Financial Officer, Treasurer,    |  |      | 2011 |  |           |  | 0 |            |  |  | 200,000               |  |  |                       | 0      |     |           | 
|and Secretary                    |  |      | 2012 |  |           |  | 0 |            |  |  | 200,000               |  |  |                       | 47,800 | (3) |           | 
|                                 |  |      |      |  |           |  |   |            |  |  |                       |  |  |                       |        |     |           | 
|Sheng-Hui Liu, Vice President    |  |      | 2010 |  |           |  | 0 |            |  |  | 27,804                |  |  |                       | 0      |     |           | 
|of Finance, and Director         |  |      | 2011 |  |           |  | 0 |            |  |  | 27,804                |  |  |                       | 0      |     |           | 
|                                 |  |      | 2012 |  |           |  | 0 |            |  |  | 27,804                |  |  |                       | 47,800 | (3) |           | 



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



| | (4) | 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.  Subject to performance and time-based vesting conditions
    set forth under the heading “—2009 Stock Incentive Plan” above.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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. Our 2009 Plan is administered by our Compensation Committee.

9







In July 2011, pursuant to the 2009 Plan, our Compensation
Committee granted non-statutory performance options to acquire an aggregate of up to 1,332,000 shares of our common stock to certain
of our officers and employees, including options to acquire 80,000 shares to You-Bin Leng, Chairman, Chief Executive Officer,
President, and General Manager and options to acquire 60,000 shares to each of Hua Liu, our Vice Chairman, Chief Financial Officer,
Treasurer and Secretary, and Sheng-Hui Liu, Vice President of Finance of our subsidiary Feihe Dairy. The performance stock options
each have an exercise price of $8.32 per share, a contractual life of 6 years, and vest in three tranches of 25%, 35% and 40%
on each of the three years ended December 31, 2012, 2013 and 2014, provided that the recipient has met certain performance criteria
and the recipient continues to be an employee of, or service provider to, us or our subsidiaries at the time of the relevant vesting
dates. The 25% tranche for the year ended December 31, 2012 vested upon our determination that performance criteria were met.
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.

Grants of Plan-Based Awards

Except for equity awards solely in respect of service as
a member of our board of directors, which are described below under “—Director Compensation,” we had no grants
of plan-based awards to our named executive officers during 2012.

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, 2012.

|Name                   |  | Number of 
Securities 
Underlying 
Unexercised 
Options (#)
 Exercisable |          |     | Number of 
Securities 
Underlying 
Unexercised 
Options (#) 
Unexercisable (1) |  |        | Option 
Exercise 
Price ($) |  |  | Option 
Expiration
 Date | 
|---------------------- |  | ------------------------------------------------------------------------ | -------- | --- | ------------------------------------------------------------------------------ |  | ------ | --------------------------- |  |  | ------------------------ | 
|You-Bin Leng, Chairman |  |                                                                          | [20,000] |     |                                                                                |  | 60,000 | (1)                         |  |  | 8.32                     | 
|                       |  |                                                                          | 12,000   | (2) |                                                                                |  | 0      |                             |  |  | 7.25                     | 
|Hua Liu                |  |                                                                          | [15,000] |     |                                                                                |  | 45,000 | (1)                         |  |  | 8.32                     | 
|                       |  |                                                                          | 12,000   | (2) |                                                                                |  | 0      |                             |  |  | 7.25                     | 
|Sheng-Hui Liu          |  |                                                                          | [15,000] |     |                                                                                |  | 45,000 | (1)                         |  |  | 8.32                     | 
|                       |  |                                                                          | 12,000   | (2) |                                                                                |  | 0      |                             |  |  | 7.25                     | 



| | (1) | Subject to performance and time-based vesting conditions
                                                                 set forth under the heading “—2009 Stock Incentive
                                                                 Plan” above.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Awarded for services as a director in August 2010 and 25% vested on each of November 1, 2010, February 1, 2011, May 1, 2011
and August 1, 2011.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------

Option exercises and stock vested

We had no exercises of options by named executive officers
during 2012.

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.

10





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 You-Bin Leng, 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.

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 May 2012, our Compensation Committee approved, as compensation
for 2012 director service, awards of 10,000 restricted shares of our common stock to each of You-Bin Leng, Hua Liu, Sheng-Hui Liu,
Kirk G. Downing, Esq., and James C. Lewis (whose service terminated in October 2012), as well as cash compensation of RMB100,000
to each of Xiaofei Ren (whose service commenced in January 2012) and Jingjun Mu (whose service commenced in March 2012).

In October 2012, we received a non-binding proposal from
You-Bin Leng, our Chairman and Chief Executive Officer, and an affiliate of Morgan Stanley Private Equity Asia to acquire all
of the outstanding shares of common stock of us not currently owned by Mr. You-Bin Leng (and possibly other rollover shareholders).
Our board of directors formed a special committee of independent directors to consider the proposal, consisting of David Dong,
Kirk Downing and Xiaofei Ren. For their service on the Special Committee, we agreed to compensate Messrs. Dong and Downing
at a rate of $8,000 per month and Ms. Ren at a rate of $4,000 per month, in each case as monthly stipend. The aggregate amount
of the monthly stipend shall not exceed $80,000 for each of Messrs. David Dong and Kirk Downing or $40,000 for Ms. Xiaofei Ren
without the approval of disinterested directors. Each of Messrs. David Dong and Kirk Downing will receive a lump sum payment of
$80,000 and Ms. Xiaofei Ren will receive a lump sum payment of $40,000 (in each case, less the total amount of monthly stipend
already paid to such member) if the merger is completed or terminated before such member has received aggregate monthly stipend
payments equal to such lump sum payment, as applicable.

|Name                     |  | FeesEarned orPaid inCash ($)  (1) |        |  | StockAward($) (2) |  |        | Total ($)(1) | 
|------------------------ |  | --------------------------------- | ------ |  | ----------------- |  | ------ | ------------ | 
|You-Bin Leng             |  |                                   | 0      |  |                   |  | 47,800 |              | 
|Hua Liu                  |  |                                   | 0      |  |                   |  | 47,800 |              | 
|Sheng-Hui Liu            |  |                                   | 0      |  |                   |  | 47,800 |              | 
|Kirk G. Downing, Esq.    |  |                                   | 16,000 |  |                   |  | 47,800 |              | 
|Xiaofei Ren              |  |                                   | 31,910 |  |                   |  | 0      |              | 
|David Dong               |  |                                   | 16,000 |  |                   |  | 0      |              | 
|Jingjun Mu               |  |                                   | 15,910 |  |                   |  | 0      |              | 
|James C. Lewis, Esq. (3) |  |                                   | 0      |  |                   |  | 47,800 |              | 
|Neil N. Shen (4)         |  |                                   | 0      |  |                   |  | 0      |              | 
|Sean S. Shao (5)         |  |                                   | 0      |  |                   |  | 0      |              | 



| | (1) | RMB denominated cash compensation has been converted to U.S. dollars at the exchange rate of US$1.00=RMB6.2855 for 2012, the
exchange rate quoted by the Bank of China as of December 31, 2012.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11





| | (3) | Mr. Lewis’s service on our board of directors terminated in September 2012.
| | --- | ---------------------------------------------------------------------------

| | (4) | Mr. Shen’s service on our board of directors terminated in March 2012.
| | --- | ----------------------------------------------------------------------

| | (5) | Mr. Shao’s service on our board of directors terminated in January 2012.
| | --- | ------------------------------------------------------------------------



Limited Liability and Indemnification

Indemnification Agreements with Directors

We have entered into indemnification agreements with each of
our directors. The indemnification agreements provide that if a director was, is or is threatened to be, made a party to, or is
otherwise involved in, a proceeding by reason of being a director of ours, then we will (i) indemnify the director against all
expenses, liability or loss to the fullest extent permitted by Utah law, and (ii) advance expenses upon receipt of a written affirmation
from the director of his or her good faith belief that the criteria for indemnification pursuant to the indemnification agreement
have been satisfied, together with a written undertaking by the director to repay all amounts paid or reimbursed by us if it is
ultimately determined that the criteria for indemnification have not been satisfied.

A director will not be entitled to indemnification in connection
with a proceeding voluntarily initiated by such director against us except in certain circumstances set forth in the indemnification
agreement. In addition, no indemnification will be paid pursuant to the indemnification agreement (i) on account of any proceeding
in which judgment is rendered against a director for an accounting of profits from the purchase or sale of securities of us pursuant
to Section 16(b) of the Securities Exchange Act of 1934, as amended, or (ii) if a court finally determines that the director is
not entitled to indemnification because such indemnification would be invalid under applicable law.

Utah Revised Business Corporation Act

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 employee 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 2012, 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, 2012.

| | Compensation Committee
| | ----------------------
| |                       
| | Kirk G. Downing       
| | David Dong            
| | Xiaofei Ren           

14





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



The following table sets forth, as of April 26, 2013, 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                        |  |                                 |          
|You-Bin Leng (3)(4)                                     |  |                                 | 7,866,135
|Sheng-Hui Liu (3)(4)                                    |  |                                 | 261,207  
|Hua Liu (3)(4)                                          |  |                                 | 51,783   
|Kirk Downing (3)                                        |  |                                 | 21,333   
|Jingjun Mu (3)                                          |  |                                 | 0        
|Xiaofei Ren (3)                                         |  |                                 | 0        
|David Dong (3)(5)                                       |  |                                 | 12,220   
|Directors and executive officers as a group (7 persons) |  |                                 | 8,212,678

* 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, 2013.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Based on 19,784,291 shares of our common stock outstanding as of April 26, 2013.
|--- | --------------------------------------------------------------------------------



|(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) | You-Bin Leng, Hua Liu, Sheng-Hui Liu and may be deemed to be part of a “group” with Morgan Stanley, which, as of December 31, 2012, beneficially owned 81,565 shares of common stock of us.  Amounts shown exclude shares beneficially owned by any other member of such group.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Includes 2,600 shares of our common stock held by Mr. Dong’s wife.
|--- | ------------------------------------------------------------------

Arrangements that May Result in Change of Control

In March 2013, we entered into an Agreement and Plan of Merger,
or the Merger Agreement, pursuant to which we would merge with and into a company beneficially owned by You-Bin Leng, the Company’s
Chief Executive Officer and the Chairman of its Board of Directors, Sheng-Hui Liu, a director of the Company and vice president
of Feihe Dairy, Mr. Hua Liu, our Vice Chairman and Chief Financial Officer, and an affiliate of Morgan Stanley Private Equity Asia.
There can be no assurance that the proposed merger will be approved of or consummated. Except for the proposed merger, there are
currently no other arrangements known to us, including any pledge by any person of our securities, the operation of which may at
a subsequent date result in a change in control of us.

15





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

Transactions with Related Persons

In March 2013, we entered into the Merger Agreement, pursuant
to which we would merge with and into a company beneficially owned by You-Bin Leng, the Company’s Chief Executive Officer
and the Chairman of its Board of Directors, Sheng-Hui Liu, a director of the Company and vice president of Feihe Dairy, Mr. Hua
Liu, our Vice Chairman and Chief Financial Officer, and an affiliate of Morgan Stanley Private Equity Asia. In connection with
and at the effective time of the merger, each outstanding share of our common stock will be cancelled in consideration for the
right to receive $7.40 in cash without interest, except for those shares beneficially owned by Messrs. Leng, Liu or Liu or by entities
party to the Merger Agreement, which shares will be cancelled for no consideration at the effective time of the Merger subject
to applicable dissenters rights. If the proposed merger closes pursuant to the Merger Agreement, we would cease to be listed on
the NYSE or a public reporting company in the U.S. There can be no assurance that the merger will be approved of or consummated.

You-Bin Leng, our Chairman, Chief Executive Officer, President,
and General Manager, is also the founder of 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 $52,000.

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 2012, 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. In February
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 required 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.

16







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) |        
|------------------------------------------------ |  | -------------- | -------
|Deloitte Touche Tohmatsu, for fiscal year ended: |  |                |        
|December 31, 2011                                |  | $              | 467,567
|Crowe Horwath (HK) CPA Limited                   |  |                |        
|December 31, 2011                                |  | $              | 425,000
|December 31, 2012                                |  |                | 570,000



| | (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.

17





PART IV

Item 15. Exhibits and Financial Statement Schedules

Financial Statements and Financial Statement Schedules

The financial statements as set forth under Item 8 of the
Original Filing are incorporated herein by reference.

Exhibits

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

|            |  |                                                                                                                                                                                 |  |                        |  |  | Incorporated by Reference | 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  |  | ------------------------- | 
|Exhibit
No. |  | Exhibit Title                                                                                                                                                                   |  | Filed
        Herewith |  |  | Form                      | 
|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                      |  |  |                           | 

18





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, 2013 | FEIHE INTERNATIONAL, INC.
|-------------- | -------------------------
|               |                          
|               | By:                      
|               |                          
|               |                          
|               |                          
|               | By:                      
|               |                          
|               |                          





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/ You-Bin Leng                                                                                               |                                | April 30, 2013
|-------------------------------------------------------------------------------------------------------------- | ------------------------------ | --------------
|You-Bin Leng, Director, Chief Executive Officer and President
        (Principal Executive Officer)            |                                |               
|                                                                                                               |                                |               
|/s/ Hua Liu                                                                                                    |                                | April 30, 2013
|Hua Liu, Director, Vice Chairman, Chief Financial Officer
        (Principal Accounting and Financial Officer) |                                |               
|                                                                                                               |                                |               
|*                                                                                                              |                                | April 30, 2013
|Sheng-Hui Liu, Director                                                                                        |                                |               
|                                                                                                               |                                |               
|*                                                                                                              |                                | April 30, 2013
|Xiaofei Ren, Director                                                                                          |                                |               
|                                                                                                               |                                |               
|*                                                                                                              |                                | April 30, 2013
|Kirk Downing, Director                                                                                         |                                |               
|                                                                                                               |                                |               
|*                                                                                                              |                                | April 30, 2013
|Jingjun Mu, Director                                                                                           |                                |               
|                                                                                                               |                                |               
|*                                                                                                              |                                | April 30, 2013
|Dong David                                                                                                     |                                |               
|                                                                                                               |                                |               
|* By:                                                                                                          | /s/ You-Bin Leng               |               
|                                                                                                               | You-Bin Leng, Attorney-In-Fact |               

19





EXHIBIT INDEX

|                    |  |                                                                                                                                                                                 |  |                        |  |  | Incorporated by Reference | 
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  |  | ------------------------- | 
|Exhibit
        No. |  | Exhibit Title                                                                                                                                                                   |  | Filed
        Herewith |  |  | Form                      | 
|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                      |  |  |                           | 

20