SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

YONGYE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

98607B106

(CUSIP Number)

Richard Yee

Abax Global Capital (Hong Kong) Limited

Two International Finance Centre

Suite 6708, 8 Finance Street, Central

Hong Kong

(852) 3602 1800

With copies to:

Akiko Mikumo

Weil, Gotshal & Manges, LLP

29/F, Alexandra House

18 Chater Road, Central

Hong Kong

(852) 3476 9000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 23, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 (“Act”) 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).

2

CUSIP No. 98607B106

1.	NAME OF REPORTING PERSON:  Abax Lotus Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO, AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                           o
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 20,000 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 20,000 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                           o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

3

CUSIP No. 98607B106

1.	NAME OF REPORTING PERSON:  Abax Global Opportunities Fund
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO, AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                           o
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 20,000 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 20,000 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                           o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

4

CUSIP No. 98607B106

1.	NAME OF REPORTING PERSON:  Abax Upland Fund, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO, AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                           o
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 20,000 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 20,000 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                           o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

5

CUSIP No. 98607B106

1.	NAME OF REPORTING PERSON:  Abax Arhat Fund
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO, AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                           o
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 20,000 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 20,000 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                           o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

6

CUSIP No. 98607B106

1.	NAME OF REPORTING PERSON:  Abax Claremont Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO, AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                           o
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 20,000 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 20,000 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                           o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

7

CUSIP No. 98607B106

1.	NAME OF REPORTING PERSON:  Abax Global Capital
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO, AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                           o
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 20,000 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 20,000 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                           o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

8

CUSIP No. 98607B106

1.	NAME OF REPORTING PERSON:  Abax Global Capital (Hong Kong) Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO, AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                           o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 20,000 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 20,000 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                           o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (See Item 5)
14.	TYPE OF REPORTING PERSON CO

9

CUSIP No. 98607B106

1.	NAME OF REPORTING PERSON:  Xiang Dong Yang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                           o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 20,000 (See Item 5)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 20,000 (See Item 5)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 (See Item 5)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                           o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% (See Item 5)
14.	TYPE OF REPORTING PERSON IN

10

This Amendment No. 5 (this “Amendment”) amends the Schedule 13D filed by Abax Lotus Ltd., a Cayman Islands domiciled exempted company (“Abax Lotus”), Abax Global Opportunities Fund, a Cayman Islands domiciled exempted company (“Global Fund”), Abax Upland Fund LLC, a Delaware limited liability company (“Upland”), Abax Arhat Fund, a Cayman Islands domiciled exempted company (“Arhat”), Abax Claremont Ltd., a Cayman Islands domiciled exempted company (“Abax Claremont”), Abax Global Capital, a Cayman Islands domiciled exempted company (“AGC”), Abax Global Capital (Hong Kong) Limited, a Hong Kong company (“Abax HK”), and Xiang Dong Yang, a citizen of Hong Kong (“Mr. Yang”, together with Abax Lotus, Global Fund, Upland, Arhat, Abax Claremont, AGC and Abax HK, each a “Reporting Person” and together the “Reporting Persons”) on October 19, 2012, as amended by Amendment No. 1 filed on December 31, 2012, Amendment No. 2 filed on April 1, 2013, Amendment No. 3 filed on April 16, 2013 and Amendment No. 4 filed on May 16, 2013 (the “Schedule 13D”). Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment have meanings provided in the Schedule 13D.

Item 4.           Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows.

The Issuer has announced that it entered into an Agreement and Plan of Merger, dated as of September 23, 2013 (the “Merger Agreement”), with Full Alliance International Limited, Yongye International Limited and Yongye International Merger Sub Limited. The Reporting Persons are not participating in the transactions contemplated by the Merger Agreement. Accordingly, the Consortium Agreement previously entered into among Abax HK, Mr. Wu, Full Alliance and MSPEA was terminated on September 23, 2013. As a result, the Reporting Persons are no longer party to any agreement, arrangement or understanding with respect to securities of the Issuer that could deem them to be in a “group” with Mr. Wu, Full Alliance or MSPEA for purposes of Section 13(d) of the Act. The Reporting Persons do not beneficially own more than 5% of the outstanding shares of Common Stock.

Item 5.           Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows.

(a)-(b)           The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.

As of the date hereof, Abax Lotus directly owns 20,000 shares of Common Stock, representing approximately 0.04% of the outstanding shares of Common Stock.

Due to their control relationship over Abax Lotus, each of AGC, Abax Claremont, Arhat, Upland and Global Fund may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) and have shared voting and dispositive power over the shares of Common Stock owned by Abax Lotus. Abax HK is the investment advisor to AGC, Arhat, Upland and Global Fund and therefore may be deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by Abax Lotus. Due to Mr. Yang’s control relationship over all of these entities, he may therefore be deemed to beneficially own and have shared voting and dispositive power over the shares of Common Stock owned by Abax Lotus. Each of Global Fund, Upland, Arhat,

11

Abax Claremont, AGC, Abax HK and Mr. Yang disclaims beneficial ownership of such shares for all other purposes.

(c)           To the best knowledge of each of the Reporting Persons, none of the Reporting Persons or the Abax Persons has effected any transactions relating to the Common Stock of the Company during the past sixty (60) days.

(d)           Not applicable.

(e)           As disclosed in Item 4 of this Amendment, the Consortium Agreement was terminated on September 23, 2013. The Reporting Persons do not beneficially own more than 5% of the outstanding shares of Common Stock and will not file any further amendments to the Schedule 13D.

Item 6.           Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows.

As disclosed in Item 4 of this Amendment, the Consortium Agreement was terminated on September 23, 2013. A copy of the termination agreement is attached hereto as an exhibit and is incorporated herein by reference in its entirety.

Item 7.           Material to Be Filed as Exhibits

The following is filed herewith as an exhibit to this Amendment:

Exhibit 1 Termination Agreement by and among Mr. Wu, Full Alliance, MSPEA, and Abax HK, dated September 23, 2013.

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SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.

Dated: September 24, 2013

ABAX LOTUS LTD.
By:	/s/ Xiang Dong Yang
Name:	Xiang Dong Yang
Title:	Director
ABAX GLOBAL OPPORTUNITIES FUND
By:	/s/ Xiang Dong Yang
Name:	Xiang Dong Yang
Title:	Director
ABAX UPLAND FUND, LLC
By:	ABAX CLAREMONT LTD. in its capacity as Managing Member
By:	/s/ Xiang Dong Yang
Name:	Xiang Dong Yang
Title:	Director

13

ABAX ARHAT FUND
By:	/s/ Xiang Dong Yang
Name:	Xiang Dong Yang
Title:	Director

ABAX CLAREMONT LTD.
By:	/s/ Xiang Dong Yang
Name:	Xiang Dong Yang
Title:	Director
ABAX GLOBAL CAPITAL
By:	/s/ Xiang Dong Yang
Name:	Xiang Dong Yang
Title:	Director

ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
By:	/s/ Xiang Dong Yang
Name:	Xiang Dong Yang
Title:	Director
XIANG DONG YANG
/s/ Xiang Dong Yang
Name:	Xiang Dong Yang

14

EX-99

EXHIBIT 1

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”), is dated as of September 23, 2013 and is entered into by and among Zishen Wu (“Founder”), Full Alliance International Limited (“Full Alliance”), MSPEA Agriculture Holding Limited (“MSPEA”) and Abax Global Capital (Hong Kong) Limited (“Abax”).  Each of Founder, Full Alliance, MSPEA and Abax is referred to herein as a “Party” and collectively as the “Parties”.  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Consortium Agreement (as defined below).

RECITALS

WHEREAS, the Parties have entered into that certain Consortium Agreement, dated as of October 15, 2012 (the “Consortium Agreement”);

WHEREAS, pursuant to Section 8 of the Consortium Agreement, the Parties are permitted to modify the Consortium Agreement; and

WHEREAS, the Parties desire to terminate the Consortium Agreement in its entirety on the date hereof.

NOW, THEREFORE, the Parties agree as follows:

1.Termination of the Consortium Agreement.  The Consortium Agreement is hereby unconditionally and irrevocably terminated in its entirety (including, for the avoidance of doubt, Section 5 thereof) and is of no further force or effect.  As of the date hereof, no Party has any further rights or obligations under the Consortium Agreement.  Each Party agrees that it has no claim arising under or relating to the Consortium Agreement (whether in contract, tort or otherwise) against any other Party.

2.Governing Law.  This Termination Agreement and all matters arising out of or relating to this Termination Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without reference to conflict of laws principles.

3.No Modification.  No provision in this Termination Agreement can be waived, modified or amended except by written consent of the Parties.

4.Counterparts; Entire Agreement.  This Termination Agreement may be signed and delivered by facsimile or portable document format via electronic mail and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument.  This Termination Agreement sets forth the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior agreements, discussions or documents relating thereto.

5.Successors.  This Termination Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns.

[Signatures to Follow on the Next Page]

IN WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement as of the date and year first written above.

Zishen Wu
By:	/s/ Zishen Wu
Full Alliance International Limited
By:	/s/ Xingmei Zhong
	Name:	Xingmei Zhong
	Title:	Director
MSPEA Agriculture Holding Limited
By:	/s/ Samantha Jennifer Cooper
	Name:	Samantha Jennifer Cooper
	Title:	Director
Abax Global Capital (Hong Kong)
Limited
By:	/s/ Xiang Dong Yang
	Name:	Xiang Dong Yang
	Title:	Director

[Signature Page to Termination Agreement]