-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UFjGv2YJcnLh+4EQ2J3dS8uNU31md8aouSE5TpDcGlLJvf3a0LshTGFhVz6LE0bs Z9QDiKrChUtrq7CFaibGvg== 0001144204-08-035536.txt : 20080617 0001144204-08-035536.hdr.sgml : 20080617 20080617123329 ACCESSION NUMBER: 0001144204-08-035536 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080617 DATE AS OF CHANGE: 20080617 GROUP MEMBERS: ZHONG XINGMEI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Yongye Biotechnology International, Inc. CENTRAL INDEX KEY: 0001398551 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 208051010 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84050 FILM NUMBER: 08902526 BUSINESS ADDRESS: STREET 1: 3195 UPPER LEVEL RD. #182 CITY: ROBSON STATE: A1 ZIP: VOG 1XO BUSINESS PHONE: 604-720-4393 MAIL ADDRESS: STREET 1: 3195 UPPER LEVEL RD. #182 CITY: ROBSON STATE: A1 ZIP: VOG 1XO FORMER COMPANY: FORMER CONFORMED NAME: Golden Tan, Inc DATE OF NAME CHANGE: 20070504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Full Alliance International LTD CENTRAL INDEX KEY: 0001437689 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: RM 1701, WING TUCK COMMERCIAL CENTRE STREET 2: 183 WING LOK STREET CITY: SHEUNG WAN STATE: K3 ZIP: 00000 BUSINESS PHONE: 63869886 MAIL ADDRESS: STREET 1: RM 1701, WING TUCK COMMERCIAL CENTRE STREET 2: 183 WING LOK STREET CITY: SHEUNG WAN STATE: K3 ZIP: 00000 SC 13D 1 v117519_sc13d.htm Unassociated Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 

YONGYE BIOTECHNOLOGY INTERNATIONAL, INC.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
38122W102
(CUSIP Number)

Zhong Xingmei
Full Alliance International Limited
Room 1701, Wing Tuck
Commercial Centre,
183 Wing Lok Street
Sheung Wan, Hong Kong
 
-with a copy to-
 
 
 
Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4159
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 

April 17, 2008
(Date of Event which Requires Filing of this Statement)
 
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
 
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
(Continued on following pages)
(Page 1 of 8 Pages)
 
_______________________
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however see the Notes).
 

CUSIP No.  38122W102
13D
Page 2 of 8 Pages
 
1
NAME OF REPORTING PERSON
FULL ALLIANCE INTERNATIONAL LIMITED
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
6,748,107
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
4,748,107*
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,748,107
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                             o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%**
14
TYPE OF REPORTING PERSON
CO
 
* Of the 6,748,107 shares of Common Stock beneficially owned by the Reporting Person, 2,000,000 shares were deposited into escrow (the “Make Good Shares”) pursuant to the terms of a Make Good Escrow Agreement dated as of April 17, 2008 (the “Make Good Agreement”), a copy of which is filed as Exhibit 10.3 to the Company’s Current Report on SEC Form 8-K filed on April 22, 2008 and is incorporated herein by reference, pursuant to which, if the Issuer does not meet certain performance benchmarks for the fiscal year ended December 31, 2008, the Make Good Shares will be distributed pro-rata to the investors named in the Make Good Agreement. The Reporting Person retains voting power over the Make Good Shares before such shares are delivered to such investors.

** Based on the beneficial ownership of 6,748,107 shares of Common Stock of the Reporting Person and 20,000,374 shares of total Common Stock issued and outstanding as of April 17, 2008, the Reporting Person holds approximately 33.7% of the issued and outstanding Common Stock of the Issuer.
 

CUSIP No.  38122W102
13D
Page 3 of 8 Pages
 
1
NAME OF REPORTING PERSON
ZHONG XINGMEI
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (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) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG, PRC
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
6,748,107
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
4,748,107*
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,748,107
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                             o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%**
14
TYPE OF REPORTING PERSON
IN
 
*Of the 6,748,107 shares of Common Stock beneficially owned by the Reporting Person 2,000,000 shares were deposited in escrow (the “Make Good Shares”) according to a Make Good Escrow Agreement dated as of April 17, 2008 (the “Make Good Agreement”), a copy of which is filed as Exhibit 10.3 to the Company’s Current Report on SEC Form 8-K filed on April 22, 2008 and is incorporated herein by reference, pursuant to which, if the Issuer does not meet certain performance benchmarks for the fiscal year ended December 31, 2008, the Make Good Shares will be will be distributed pro-rata to the investors named in the Make Good Agreement. The Reporting Person retains voting power over the Make Good Shares before such shares are delivered to such investors.

**Based on the beneficial ownership of 6,748,107 shares of Common Stock of the Reporting Person and 20,000,374 shares of total Common Stock issued and outstanding as of April 17, 2008, the Reporting Person holds approximately 33.7% of the issued and outstanding Common Stock of the Issuer.
 

 
 
Page 4 of 8 Pages
 
Item 1. Security and Issuer.
 
This statement relates to the common stock, par value $0.001 per share (“Common Stock”), of Yongye Biotechnology International, Inc. (formerly known as Golden Tan, Inc.), a Nevada corporation (the “Company” or the “Issuer”). The address of the Issuer’s principal executive office is 6th floor, Suite 608, Xue Yuan International Tower, No.1 Zhichun Road, Haidian District, Beijing, PRC.
 
Item 2. Identity and Background.
 
(a)  This Schedule 13D is being filed by:
 
(i)  Full Alliance International Limited, a company incorporated in the British Virgin Islands (“Full Alliance”); and
 
(ii)  Zhong Xingmei (“Ms. Zhong”) a citizen of Hong Kong, PRC and sole director and owner of Full Alliance. By virtue of her position as sole director and owner, Ms. Zhong may be deemed to be a beneficial owner having power to direct the voting and disposition of the Common Stock held or controlled by Full Alliance.
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
(b)  The address of the Reporting Persons’ principal business is OMC Chambers, P.O. Box 3152, Road Town, Tortola, British Virgin Islands.
 
(c)  The principal business of Full Alliance is general and management services, whereby Ms. Zhong is the sole director and owner. The principal office is located at Room 1701, Wing Tuck Commercial Centre, 183 Wing Lok Street, Sheung Wan, Hong Kong.
 
(d)  During the past five (5) years, neither of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
 
(e)  During the past five (5) years, neither of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source and Amount of Funds and Other Consideration.
 
The Reporting Persons acquired the shares of the Issuer’s Common Stock pursuant to a Share Exchange Agreement, dated as of April 17, 2008 (the “Exchange Agreement”) entered into by and among the Company and the Company’s principal shareholder, Fullmax Pacific Limited, a company organized under the laws of the British Virgin Islands (“Fullmax”), and the shareholders of Fullmax of which the Reporting Persons were shareholders (the “Fullmax Shareholders”). The Fullmax Shareholders owned 100% of the issued and outstanding common stock of Fullmax (the “Fullmax Shares”). The transaction was consummated on April 17, 2008 (the “Effective Date”) pursuant to which the Fullmax Shareholders acquired approximately 84.7% of the Company’s issued and outstanding Common Stock causing Fullmax to become a wholly-owned subsidiary of the Company. Collectively, the Fullmax Shareholders transferred all of their Fullmax Shares for 11,444,755 shares of the Company’s Common Stock (the “Exchange Shares”). Individually, the Reporting Persons transferred 6,071 of their Fullmax Shares to the Company for 6,948,111 Exchange Shares. In connection with the Share Exchange, the Reporting Persons transferred 200,004 of their Exchange Shares to Richever Limited in a private offering. As a result of the transactions, Full Alliance currently owns 33.7% of the Company’s issued and outstanding Common Stock.
 

 
 
Page 5 of 8 Pages
 
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2008 and is incorporated herein by reference.
 
Item 4. Purpose of Transaction.
 
The purpose of the Share Exchange was for the Company to obtain 100% ownership of Fullmax, which has business operations in China, and for the Fullmax Shareholders, inclusive of the Reporting Persons, to obtain an 84.7% controlling interest in the Company.
 
Prior to the Share Exchange, the Company’s sole officer and director was Kim McElroy. On the Effective Date, McElroy resigned from all of her positions as officer and director McElroy previously held with the Company. In connection therewith, as of the Effective Date, McElroy appointed Zishen Wu as the Chairman of the Board, Sun Taoran as the Vice Chairman, and Zhao Qiang, Guo Xiaochuan and Zhang Haiming as Directors on the Board. As of the Effective Date, the Board appointed Zishen Wu to serve as Chief Executive Officer and President and Vini Dharmawan to serve as Chief Financial Officer, Treasurer and Secretary.
 
At the date of this Schedule 13D, the Reporting Persons, except as set forth in this Schedule 13D, do not have any plans or proposals which would result in:
 
(a)  the acquisition by any person of additional securities of the Company;
 
(b)  an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
 
(c)  a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries;
 
(d)  any change in the present board of directors or management of the issuer, including any plans or proposals to change the number of terms of directors or to fill any existing vacancies on the board;
 
(e)  any material change in the present capitalization or dividend policy of the Company;
 
(f)  any other material change in the Company’s business or corporate structure;
 
(g)  changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person;
 
(h)  causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i)  a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or
 
(j)  any similar action to those enumerated above.
 
 

 
 
Page 6 of 8 Pages
 
Item 5. Interest in Securities of the Company.
 
(a)  The approximate aggregate percentage of Issuer’s Common Stock reported beneficially owned by the Reporting Persons herein is based on the number of issued and outstanding shares of Common Stock of the Company as of April 17, 2008 and is equal to 20,000,374 as of the close of business on April 17, 2008.
 
(b)  The Reporting Persons’ beneficially own an aggregate of 6,748,107 Exchange Shares consisting of: (i) 4,748,107 Exchange Shares in which it has the sole power to vote or direct to vote, and the sole power to dispose of or direct the disposition of; and (ii) as more fully described in Item 6 below, 2,000,000 Exchange Shares deposited into escrow (the “Make Good Shares”) pursuant to the Make Good Escrow Agreement dated as of April 17, 2008 (the “Make Good Agreement”), representing in the aggregate approximately 33.7% of the total issued and outstanding shares of Common Stock of the Company. Although Ms. Zhong directly owns none of the Company’s Common Stock, she may be deemed beneficial owner of the Exchange Shares as owner and sole director of Full Alliance pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”).
 
(c)  Other than the acquisition of the Exchange Shares, the escrow of the Make Good Shares, and the private offering relating to Richever Limited reported in this Schedule 13D, the Reporting Persons have not effected any transactions in the Common Stock of the Company in the past sixty (60) days.
 
(d) To the knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it.
 
(e) Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
In connection with the Share Exchange, the Issuer simultaneously conducted a private placement of its Common Stock to certain investors on the Effective Date, pursuant to a Securities Purchase Agreement dated as of April 17, 2008 (the “Purchase Agreement”). As an inducement to such investors, the Reporting Persons agreed to lock up their Exchange Shares for a period of time pursuant to the Lock Up Agreement as defined below) and to escrow the Make Good Shares pursuant to the Make Good Agreement. The aforementioned agreements are described below:
 
Lock Up Agreement.
 
The Reporting Persons entered into a lock up agreement with ROTH Capital Partners, LLC (“ROTH”) dated as of April 17, 2008 (the “Lock Up Agreement”) prohibiting: (a) the sale, disposition or transfer of any shares of the Company’s Common Stock, or any securities exercisable for, or convertible or exchangeable into shares of the Company’s Common Stock, or (b) the entry into any swap or any other agreement or transaction that transfers the economic consequence of ownership of the shares of the Company’s Common Stock, or any securities exercisable for, or convertible or exchangeable into shares of the Company’s Common Stock, without the prior written consent of ROTH, commencing on April 23, 2008, and ending on the 365th day following the date a registration statement for the resale of securities issued by the Company to certain investors is declared effective. The above restrictions under the Lock Up Agreement are exclusive of the Make Good Shares.
 

 
 
Page 7 of 8 Pages
 
Make Good Agreement.
 
Pursuant to the terms of the Purchase Agreement and the Make Good Agreement, the Reporting Persons delivered the Make Good Shares to ROTH and Tri-State Title & Escrow LLC as the Escrow Agent. The Make Good Shares are being held as security for the achievement by the Company of $10,263,919 in net income for the year ended December 31, 2008 (the “Net Income Threshold”). If the Company achieves the Net Income Threshold, the Make Good Shares will be released back to the Reporting Persons. If the Net Income Threshold is not achieved, the Make Good Shares will be distributed pro-rata to the investors named in the Make Good Agreement.
 
The foregoing descriptions of the Lock Up Agreement, Purchase Agreement, and Make Good Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such Lock Up Agreement, Purchase Agreement and Make Good Agreement attached as Exhibits 10.2, 10.3 and 10.4 respectively to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2008 and is incorporated herein by reference.
 
Except as disclosed herein and in the Current Report on Form 8-K filed by the Company on April 22, 2008, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
 
Exhibit No.:(1) 
Title:
2.1
Share Exchange Agreement, dated as of April 17, 2008.
10.2
Lock Up Agreement, dated as of April 17, 2008.
10.3
Make Good Escrow Agreement, dated as of April 17, 2008.
10.4
Security Purchase Agreement, dated as of April 17, 2008.
   
(1) Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2008.
 

 
 
Page 8 of 8 Pages
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: June 17, 2008 
 
 
     
  FULL ALLIANCE INTERNATIONAL LIMITED
 
 
 
 
 
 
  By:   /s/ Zhong Xingmei                                  
  Name: Zhong Xingmei
  Title: Director
     
     
  ZHONG XINGMEI
     
     
   
  /s/ Zhong Xingmei                                            
     
 

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