COURT OF CHANCERY

OF THE

STATE OF DELAWARE

417 S OUTH S TATE S TREET

J OHN W. N OBLE D OVER

, D ELAWARE 19901

V ICE C HANCELLOR T ELEPHONE : (302) 739

- 4397

F ACSIMILE : (302) 739

- 6179

December 23, 2014

Seth D. Rigrods ky , Esquire S. Mark Hurd, Esquire

Rigrodsky & Long, P.A. Morris, Nichols, Arsht & Tunnell LLP

2 Righter Parkway, Suite 120 1201 North Market Street

Wilmington, DE 19803 Wilmington, DE 19801

Re: In re Zhongpi n Inc. Stockholders Litigation

C.A. N o. 7393

- VCN

Date Submitted: December 18, 2014

Dear Counsel :

Defendants Raymond Leal, Yaoguo Pan, and Xiaosong Hu (collectively, the

“Special Committee Defendants”) seek certification of an interlocutory appeal of

this Court’s Memorandum Opinion 1 of N ovember 26, 2014 (the “Memorandum

Opinion”) and its implementing order. The Special Committee Defendants had

argued that claims against them should be denied because of the exculpatory

provision in Zhongpin Inc.’s charter adopted pursuant to 8 Del. C. § 1 02(b)(7).

The Court rejected that argument in the context of this entire fairness case and

1 In re Zhongpin Inc. S’holders Litig. , 2014 WL 6735457 (Del. Ch. Nov. 26, 2014).In re Zhongpin Inc. Stockholders Litigation

C.A. No. 7393

- VCN

December 23, 2014

P age 2

relied upon In re Cornerstone Therapeutics Inc. Stockholder s Litigation

. 2 The

d efendants in Cornerstone

, who are in substantially the same position as the

Special Committee Defendants

, sought an interlocutory appeal, which this Court

certified 3 and which the Supreme Court accepted. 4

The trial court’s decision to certify an interlocutory appeal is governed by

Supreme Court Rule 42. The grounds for certifying Corner stone I for appeal and

for certifying the Memorandum Opinion for interlocutory appeal are s ubstantially

the same. Briefly, the decision not to dismiss the claims against the Special

Committee Defendants determines a substantial issue because , if reversed, the

Special Committee Defendants may extricate themselves from this litigation as

parties. Second, the Memorandum Opinion establishes a legal right in that it

requires the Special Committee Defendants to remain as parties to this litigation

without the a bility to assert currently their Section 102(b)(7) defense. Finally, the

Memorandum Opinion satisfies the requirements of Supreme Court Rule 42(b)(i)

2 2014 WL 44 18169 (Del. Ch. Sept. 10, 2014) (“ Cornerstone I ”).

3 In re Cornerstone Therapeutics Inc. S’holders Litig. , 2014 WL 4784250 (Del.

Ch. Sept. 26, 2014) (“ Cornerstone II ”).

4 In re Cornerstone Therapeutics Inc. S’holders Litig. , No. 564, 2014 (Del. Oct. 9,

2014 ) (ORDER)

.In re Zhongpin Inc. Stockholders Litigation

C.A. No. 7393

- VCN

December 23, 2014

P age 3

by meeting the “conflicting decisions” criterion for certification of questions of law

as provided in Sup reme Court Rule 41(b)(ii).

In addition, a s a practical matter, resolution of whether a 102(b)(7) defense

is currently available would serve the considerations of justice 5 and, potentially,

might significantly limit litigation costs and burdens for the S pecial Committee

Defendants. 6 In sum, it is appropriate to certify the Special Committee

Defendants’ interlocutory appeal, despite the fact that, even if the Special

Committee Defendants are successful, this litigation will not be fully concluded.

An imp lementing order will be entered. 7

Very truly yours,

/s/ John W. Noble

J WN/cap

cc: Robert S. Saunders, Esquire

Register in Chancery

- K

5 See Del. Supr. Ct. R. 42(b)(v).

6 In short, the Court follows the reasoning of Cornerstone II in certifying an

appeal.

7 With the granting of the Special Committee Defendants’ motion, it is unnecessary

to address their motion to stay this proceeding pe nding resolution by the Supreme

Court of the appeal in Cornerstone

. The application to stay was presented as an

alternative to the motion to certify an appeal

.