CUSIP No. 98607B106
|
SC 13D |
Page 2
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MORGAN STANLEY
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC, OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
HC, CO
|
CUSIP No. 98607B106
|
SC 13D |
Page 3
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MS HOLDINGS INCORPORATED
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
HC, CO
|
CUSIP No. 98607B106
|
SC 13D |
Page 4
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
HC, CO
|
CUSIP No. 98607B106
|
SC 13D |
Page 5
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 98607B106
|
SC 13D |
Page 6
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 98607B106
|
SC 13D |
Page 7
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 98607B106
|
SC 13D |
Page 8
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 98607B106
|
SC 13D |
Page 9
|
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MSPEA AGRICULTURE HOLDING LIMITED
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
x |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 98607B106
|
SC 13D |
Page 10
|
CUSIP No. 98607B106
|
SC 13D |
Page 11
|
CUSIP No. 98607B106
|
SC 13D |
Page 12
|
CUSIP No. 98607B106
|
SC 13D |
Page 13
|
Exhibit 99.1
|
Joint Filing Agreement by and between MS Parent, MS Holdings, MS Inc, MS LLC, MS LP, MS Employee, MSPEA Holdings and MSPEA, dated July 7, 2014
|
Name
|
Title
|
Citizenship
|
||
*James P. Gorman
|
Chairman of the Board and Chief Executive Officer, Morgan Stanley
|
Australia and United States
|
||
*Erskine B. Bowles
|
Director
|
United States
|
||
*Howard J. Davies
|
Professor, SciencesPo
|
England
|
||
*Thomas H. Glocer
|
Director
|
United States
|
||
*Robert H. Herz
|
President, Robert H. Herz LLC
|
United States
|
||
*C. Robert Kidder
|
Director
|
United States
|
||
*Klaus Kleinfeld
|
Chairman and Chief Executive Officer of Alcoa Inc.
|
Germany
|
||
*Donald T. Nicolaisen
|
Director
|
United States
|
||
*Hutham S. Olayan
|
President, Chief Executive Officer of The Olayan Group’s U.S. operations
|
United States
|
||
*James W. Owens
|
Director
|
United States
|
||
*O. Griffith Sexton
|
Director
|
United States
|
||
*Ryosuke Tamakoshi
|
Senior Advisor to The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
Japan
|
||
*Masaaki Tanaka
|
Representative Director and Deputy President of Mitsubishi UFJ Financial Group, Inc.
|
Japan
|
||
*Laura D’Andrea Tyson
|
Professor of Business Administration and Economics at the Walter A. Haas School of Business at the University of California, Berkeley
|
United States
|
||
*Rayford Wilkins, Jr.
|
Director
|
United States
|
||
Gregory J. Fleming
|
Executive Vice President, President of Morgan Stanley Wealth Management and President of Investment Management
|
United States
|
||
Eric F. Grossman
|
Executive Vice President and Chief Legal Officer
|
United States
|
||
Keishi Hotsuki
|
Chief Risk Officer and Executive Vice President
|
Japan
|
||
Colm Kelleher
|
Executive Vice President and President of Institutional Securities
|
England and Ireland
|
||
**Ruth Porat
|
Executive Vice President and Chief Financial Officer
|
England and United States
|
||
James A. Rosenthal
|
Executive Vice President and Chief Operating Officer
|
United States
|
Name
|
Title
|
|
Harvey Bertram Mogenson
|
Director and President
1633 Broadway, New York, NY 10019 United States
|
|
Edmond Moriarty
|
Director
1585 Broadway, New York, NY 10036, United States
|
|
Kevin Klingert
|
Director
522 Fifth Avenue, New York, NY 10036, United States
|
|
Louis A. Palladino, Jr.
|
Vice President
1633 Broadway, New York, NY 10019 United States
|
|
Noel C. Langlois
|
Vice President
100 Front Street, West Conshohocken, PA 19428, United States
|
|
Arthur J. Lev
|
Director and Vice President
522 Fifth Avenue, New York, NY 10036, United States
|
|
*Christina Huffman
|
Vice President
1221 Avenue of the Americas
New York, NY, 10020, United States
|
|
Jason Koenig
|
Vice President
1221 Avenue of the Americas
New York, NY, 10020, United States
|
|
Scott William Moss
|
Vice President
1221 Avenue of the Americas
New York, NY, 10020, United States
|
|
Ella D. Cohen
|
Vice President
522 Fifth Avenue, New York, NY 10036, United States
|
|
Craig Krasinski
|
Vice President
100 Front Street, West Conshohocken, PA 19428, United States
|
|
Matthew Paul Martin
|
Vice President
522 Fifth Avenue, New York, NY 10036, United States
|
|
Sheri Lynn Schreck
|
Vice President
522 Fifth Avenue, New York, NY 10036, United States
|
|
Jyoti J. Mandalia
|
Treasurer
750 Seventh Avenue, New York, NY 10019, United States
|
Name
|
Title
|
Address
|
||
Hsuan Chin Chou
|
Director
|
International Commerce Centre
1 Austin Road West, Kowloon
Hong Kong
|
||
Alan K. Jones
|
Director, President and Managing Director
|
1585 Broadway
New York, New York 10036
|
||
John J. Moon
|
Director
|
1585 Broadway
New York, New York 10036
|
||
Fred Steinberg
|
Chief Financial Officer, Assistant Treasurer and Vice President
|
1 New York Plaza
New York, New York 10004
|
||
Jason Koenig
|
Chief Legal Officer and Secretary and Vice President
|
1221 Avenue of the Americas
New York, New York 10020
|
||
Robert M. Murphy
|
Vice President
|
440 South LaSalle St.
One Financial Plaza
Chicago, Illinois 60605
|
||
Christopher L. O'Dell
|
Vice President
|
522 Fifth Avenue
New York, New York 10036
|
||
*Edwin van Keulen
|
Vice President and Assistant Treasurer
|
1633 Broadway
New York, New York 10019
|
||
Michael A. Henry
|
Chief Compliance Officer and Vice President
|
1221 Avenue of the Americas
New York, New York 10020
|
||
Samantha Jennifer Cooper
|
Vice President
|
1585 Broadway
New York, New York 10036
|
||
Scott William Moss
|
Vice President and Assistant Secretary
|
1221 Avenue of the Americas
New York, New York 10020
|
||
Christopher H. Norris
|
Vice President
|
1585 Broadway
New York, New York 10036
|
||
Karen A. Cassidy
|
Treasurer
|
750 Seventh Avenue
New York 10019
|
||
Robert John Creaney
|
Vice President and Assistant Treasurer
|
440 South LaSalle St.
One Financial Plaza
Chicago, Illinois 60605
|
||
Lisa M. Pariot
|
Vice President
|
1585 Broadway
New York, New York 10036
|
Name
|
Title
|
Address
|
Samantha Jennifer Cooper
|
Director
|
1585 Broadway
New York, New York 10036
|
Karen A. Cassidy
|
Treasurer
|
750 Seventh Avenue, NY 10019
|
Edwin van Keulen*
|
Treasurer
|
1633 Broadway
New York, NY 10019
|
Christopher H. Norris
|
Vice President
|
1585 Broadway
New York, New York 10036
|
Name
|
Title
|
Address
|
||
Alan K. Jones
|
Director
|
1585 Broadway
New York, New York 10036
|
||
Samantha Jennifer Cooper
|
Director
|
1585 Broadway
New York, New York 10036
|
||
Choi Sung Min
|
Director
|
HungKuk Life Insurance Building
226 Shinmun-ro 1-Ga, Chongro-Ku
Seoul 110-061, Republic of Korea
|
||
Karen A. Cassidy
|
Treasurer
|
750 Seventh Avenue, NY 10019
|
||
Edwin van Keulen*
|
Treasurer
|
1633 Broadway
New York, NY 10036
|
MORGAN STANLEY
|
|||
By:
|
/s/ Christina Huffman
|
||
Name: Christina Huffman
|
|||
Title: Authorized Signatory
|
|||
MS HOLDINGS INCORPORATED
|
|||
By:
|
/s/ Christina Huffman | ||
Name: Christina Huffman
|
|||
Title: Vice President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
|
|||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Vice President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
|
|||
By: | Morgan Stanley Private Equity Asia III, Inc., its managing member | ||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Vice President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its managing member
|
||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Vice President
|
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its managing member
|
||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Vice President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
|
|||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Sole Director
|
|||
MSPEA AGRICULTURE HOLDING LIMITED
|
|||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Director
|
MORGAN STANLEY
|
|||
By:
|
/s/ Christina Huffman
|
||
Name: Christina Huffman
|
|||
Title: Authorized Signatory
|
|||
MS HOLDINGS INCORPORATED
|
|||
By:
|
/s/ Christina Huffman | ||
Name: Christina Huffman
|
|||
Title: Vice President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
|
|||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Vice President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
|
|||
By: | Morgan Stanley Private Equity Asia III, Inc., its managing member | ||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Vice President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its managing member
|
||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Vice President
|
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
|
|||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its managing member
|
||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Vice President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
|
|||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Sole Director
|
|||
MSPEA AGRICULTURE HOLDING LIMITED
|
|||
By:
|
/s/ Samantha Jennifer Cooper
|
||
Name: Samantha Jennifer Cooper
|
|||
Title: Director
|