SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Rule 13d-1 and Rule 13d-2)

(Amendment No. 4)

Under the Securities Exchange Act of 1934

YONGYE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

98607B106

(CUSIP Number)

Marco Chung

Morgan Stanley

Level 46, International Commerce Centre

1 Austin Road West, Kowloon

Hong Kong

+(852) 2848-5200

With a copy to:

John E.  Lange, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 15, 2012

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  [  ].

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule including all exhibits.  See Section 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).

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 6,858,136
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,858,136

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,858,136
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x 1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 2
14	TYPE OF REPORTING PERSON HC, CO

1 Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.

2 Percentage calculated based on 55,147,596 shares outstanding on an as-converted basis as of October 16, 2012 provided by the Company.

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 6,738,595
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,738,595

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,738,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x 1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 2
14	TYPE OF REPORTING PERSON HC, CO

1 Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.

2 Percentage calculated based on 55,147,596 shares outstanding on an as-converted basis as of October 16, 2012 provided by the Company.

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 6,738,595
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,738,595

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,738,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x 1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 2
14	TYPE OF REPORTING PERSON HC, CO

1 Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.

2 Percentage calculated based on 55,147,596 shares outstanding on an as-converted basis as of October 16, 2012 provided by the Company.

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 6,738,595
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,738,595

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,738,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x 1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 2
14	TYPE OF REPORTING PERSON OO

1 Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.

2 Percentage calculated based on 55,147,596 shares outstanding on an as-converted basis as of October 16, 2012 provided by the Company.

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 6,738,595
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,738,595

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,738,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x 1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 2
14	TYPE OF REPORTING PERSON PN

1 Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.

2 Percentage calculated based on 55,147,596 shares outstanding on an as-converted basis as of October 16, 2012 provided by the Company.

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 6,738,595
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,738,595

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,738,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x 1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 2
14	TYPE OF REPORTING PERSON PN

1 Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.

2 Percentage calculated based on 55,147,596 shares outstanding on an as-converted basis as of October 16, 2012 provided by the Company.

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 6,738,595
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,738,595

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,738,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x 1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 2
14	TYPE OF REPORTING PERSON OO

1 Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.

2 Percentage calculated based on 55,147,596 shares outstanding on an as-converted basis as of October 16, 2012 provided by the Company.

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 6,738,595
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,738,595

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,738,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x 1
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 2
14	TYPE OF REPORTING PERSON OO

1 Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Wu, the 7,657,704 shares of Common Stock beneficially owned by Full Alliance, and the 20,000 shares of Common Stock beneficially owned by Abax.

2 Percentage calculated based on 55,147,596 shares outstanding on an as-converted basis as of October 16, 2012 provided by the Company.

CUSIP No. 98607B106   SC 13D Page 10  

TABLE OF CONTENTS

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

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

Item 7. Material to be Filed as Exhibits

SCHEDULES

A

B

SIGNATURES

EXHIBIT INDEX

EX−99.1

EX–99.2

EX–99.3

CUSIP No. 98607B106   SC 13D Page 11 

Item 1.  Security and Issuer.

The following constitutes Amendment No. 4 (the “Amendment”) to the Schedule 13D filed by the undersigned on June 10, 2011, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on August 26, 2011, Amendment No. 2 to the Schedule 13D filed on September 7, 2011 and Amendment No. 3 to the Schedule 13D filed on September 9, 2011 (as amended, 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 2.  Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended and supplemented by the following.

This Amendment is being filed jointly on behalf of (i) Morgan Stanley, a Delaware corporation (“MS Parent”), (ii) MS Holdings Incorporated, a Delaware corporation (“MS Holdings”), (iii) Morgan Stanley Private Equity Asia III, Inc., a Delaware corporation (“MS Inc”), (iv) Morgan Stanley Private Equity Asia III, L.L.C., a Delaware limited liability company (“MS LLC”), (v) Morgan Stanley Private Equity Asia III, L.P., a Cayman Islands limited partnership (“MS LP”), (vi) Morgan Stanley Private Equity Asia Employee Investors III, L.P., a Cayman Islands limited partnership (“MS Employee”), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company (“MSPEA Holdings”) and (viii) MSPEA Agriculture Holding Limited, a Cayman Islands limited liability company (“MSPEA”) (collectively, the “Reporting Persons”) to report a material change in the purpose of the transaction, discussed below in Item 4, and the issuance of 397,727  Preferred Shares to the Reporting Persons as paid-in-kind dividends on the Preferred Shares held by the Reporting Persons (the “PIK Shares”). The PIK Shares may be converted into Common Stock at any time at the Reporting Persons’ election. The Reporting Persons have entered into a joint filing agreement, dated as of October 16, 2012, a copy of which is attached hereto as Exhibit 99.1.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of MS Parent, MS Holdings, MS Inc, MSPEA Holdings and MSPEA, and the name, business address, present principal occupation or employment and citizenship of each executive officer of MS LLC, MS LP and MS Employee are set forth in Schedule A attached hereto and incorporated herein by reference.

During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto and incorporated herein by reference, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) 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, other than, in the case of clause (2), as described in Schedule B attached hereto and incorporated herein by reference.

The Reporting Persons may be deemed to be a “group” with Mr. Wu, Full Alliance and Abax for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of the Consortium Agreement and the Proposal Letter (each as defined below). However, each of the Reporting Persons expressly disclaims beneficial ownership for all purposes of the Common Stock of the Issuer held by Mr. Wu, Full Alliance and Abax. The Reporting Persons are only responsible for the information contained in this Schedule 13D but assume no responsibility for information contained in any other Schedules 13D filed by Mr. Wu, Full Alliance and/or Abax.

Item 3.  Source and Amount of Funds or Other Consideration.

The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by the following.

The Reporting Persons, together with the other members of the Consortium (as defined below) anticipate that, at the price per share set forth in the Proposal (as described in Item 4 below), approximately US$261 million would be expended in acquiring all of the outstanding capital stock of the Issuer that the Consortium does not already own.

CUSIP No. 98607B106   SC 13D Page 12 

It is anticipated that the funding for the Transaction (as defined below) will be provided by a combination of debt and equity capital. Equity financing will be provided by the members of the Consortium in the form of cash and/or through the rollover of existing equity interests in the Issuer held by certain members of the Consortium. Debt financing will be primarily provided by third party financial institutions.  The Consortium has held discussions with a Chinese bank which is experienced in financing going-private transactions and has expressed interest in providing loans to finance the Transaction, and the Consortium is confident that it will secure adequate financing to consummate the Transaction.

Item 4.  Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows.

MS Reporting Units originally acquired the Additional Shares in the ordinary course of business. The Reporting Persons originally acquired the Preferred Shares, the Purchased Shares, the Second Purchased Shares, the Third Purchased Shares and the PIK Shares for investment purposes.

On October 15, 2012, MSPEA entered into a consortium agreement (the “Consortium Agreement”) with Zishen Wu (“Mr. Wu”), Full Alliance International Limited (“Full Alliance”) and Abax Global Capital (Hong Kong) Limited (“Abax” and, together with MSPEA, Mr. Wu and Full Alliance, the “Consortium”), pursuant to which the Consortium will cooperate in good faith in connection with the Proposal (as defined below) to acquire all of the outstanding capital stock of the Issuer other than those shares (the “Shareholder Shares”) beneficially owned by the members of the Consortium, through a going-private transaction (the “Transaction”). The Consortium Agreement provides, among other things, for coordination in (i) performing due diligence, (ii) arranging financing, (iii) structuring and negotiating the Transaction and, if applicable, entering into definitive agreements with respect to the Transaction, and (iv) engaging advisors and sharing certain expenses. During the period beginning on the date of the Consortium Agreement and ending on the earlier of (a) the 6-month anniversary of the date of the Consortium Agreement and (b) the termination of the Consortium Agreement on the occurrence of other termination events, including termination with respect to Abax if Abax has not provided written confirmation of continued interest within 60 days of the date of the Consortium Agreement, members of the Consortium have agreed (i) to work exclusively with each other with respect to the Transaction , (ii) not to sell, pledge, encumber or otherwise transfer the Shareholder Shares except for certain limited exceptions set forth in the Consortium Agreement, and (iii) not to enter into any voting agreement with respect to the Shareholder Shares. Upon a termination of the Consortium Agreement, the Consortium will negotiate in good faith to extend its term.

On October 15, 2012, the Consortium submitted a preliminary, non-binding letter (the “Letter”) to the Issuer’s board of directors (the “Board”).  In the Letter, the Consortium outlined its proposal (“Proposal”) for the Transaction. Under the Proposal, members of the Consortium propose to acquire, through an acquisition vehicle to be formed by them, all of the outstanding capital stock of the Issuer (other than the Shareholder Shares which will be rolled over in connection with the Transaction) for US$6.60 per share in cash. The Consortium intends to finance the Transaction through a combination of debt and equity financing. The Proposal also provides that, among other things, the Consortium will (a) conduct customary legal, financial and accounting due diligence on the Issuer and (b) negotiate and execute definitive agreements with respect to the Transaction. In the Proposal, members of the Consortium also stated that they expect that the Board will evaluate the Proposal independently before it can make its determination whether to endorse it.

References to the Consortium Agreement and the Letter in this Amendment are qualified in their entirety by reference to the Consortium Agreement and the Letter themselves, which are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated by reference as if set forth in their entirety.

If the Transaction is carried out and consummated, the Common Stock of the Issuer will no longer be traded on the NASDAQ Global Select Market and the registration of the Common Stock under Section 12 of the Exchange Act will be terminated. No assurance can be given that any proposal, any definitive agreement or any transaction relating to a proposed Transaction will be entered into or be consummated. The Letter provides that no binding obligation on the part of the Issuer or the Consortium shall arise with respect to the proposed Transaction unless and until definitive agreements have been executed.

The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the Consortium Agreement.

CUSIP No. 98607B106   SC 13D Page 13

As part of the Reporting Persons’ continuing evaluation of, and preservation of the value of their investment in the Common Stock of the Issuer, subject to the terms of the Consortium Agreement, the Reporting Persons may from time to time (i) engage in discussions with certain persons, including, without limitation, management or representatives of the Issuer, members of the Board, other shareholders of the Issuer and other relevant parties, concerning matters with respect to the Reporting Persons' investment in the Common Stock, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer and (ii) write letters to, and respond to inquiries from, various parties including, without limitation, the Board, management or representatives, other shareholders and other persons or entities regarding the Issuer’s affairs.

Depending on various factors, including, without limitations, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters referred to in this Item 4 of Schedule 13D. Subject to the terms of the Consortium Agreement, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Common Stock, dispose of some or all of their Common Stock, engage in short−selling or hedging or similar transactions with respect to the Common Stock, and/or continue to hold Common Stock.

Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plan or proposal that would relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

The response set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by the following.

The following disclosure assumes that there are 50,537,044 shares of Common Stock outstanding as of August 6, 2012, as set forth in the Issuer’s Form 10−Q/A, dated August 14, 2012. All calculations of beneficial ownership are made using the number of shares of Common Stock outstanding as of August 6, 2012 and the shares of Common Stock issuable upon the conversion of the Preferred Shares as of August 6, 2012.

By virtue of relationships reported in Item 2, each of the Reporting Persons may be deemed to have shared voting and dispositive power with respect to 6,738,595 shares of Common Stock beneficially owned by MSPEA, which, based on calculations made in accordance with Rule 13d−3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), constitutes approximately 12.2% of the outstanding Common Stock. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person (other than MSPEA to the extent of its pecuniary interest therein) that it is the beneficial owner of any of the PIK Shares, or for any other purpose, and such beneficial ownership is expressly disclaimed. Taken together, the Additional Shares, the shares of Common Stock issuable upon conversion of the Preferred Shares and the PIK Shares, the Purchased Shares, the Second Purchased Shares and the Third Purchased Shares constitute approximately 12.4% of the outstanding Common Stock. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Additional Shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

In accordance with Securities and Exchange Commission (the “SEC”) Release No. 34−39538 (January 12, 1998) (the “Release”), this Amendment reflects the securities beneficially owned by MS Reporting Units of MS. This Amendment does not reflect securities, if any, beneficially owned by any affiliates or operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release. The MS Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the MS Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the

CUSIP No. 98607B106   SC 13D Page 14

MS Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the MS Reporting Units.

MS Parent is filing this Amendment in its capacity as a parent company of MS Holdings, MS Inc, MS LLC, MS LP, MS Employee, MSPEA Holdings, MSPEA and the MS Reporting Units described above. The Reporting Persons are filing this Amendment jointly pursuant to Rule 13d−1(k)(i) promulgated under the Exchange Act, provided that, as contemplated by Rule 13d−1(k)(ii), no Reporting Person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing of this Amendment, unless such Reporting Person knows or has reason to believe that such information is inaccurate.

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.

Except as set forth in this Item 5, no person other than the Reporting Persons 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 PIK Shares.

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

The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by the following.

The descriptions of the principal terms of the Consortium Agreement and the Letter under Item 4 are incorporated herein by reference in their entirety.

Item 7.  Materials to be Filed as Exhibits.

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 October 16, 2012 (filed herewith)
Exhibit 99.2	Consortium Agreement, dated as of October 15, 2012, by and among Mr. Wu, Full Alliance, MSPEA and Abax (filed herewith)
Exhibit 99.3	Letter to the Board of Directors of Yongye International, Inc., dated October 15, 2012 (filed herewith)

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

OF MORGAN STANLEY

The names of the directors and the names and titles of the executive officers of Morgan Stanley and their principal occupations are set forth below.  The business address of each of the directors or executive officers is that of Morgan Stanley at 1585 Broadway, New York, New York 10036.

Name	Title	Citizenship
*James P. Gorman	Chairman of the Board and Chief Executive Officer	Australia and United States
*Roy J. Bostock	Director	United States
*Erskine B. Bowles	Director	United States
*Howard J. Davies	Director	England
*Robert H. Herz	Director	United States
*C. Robert Kidder	Director and Lead Director	United States
*Klaus Kleinfeld	Director	Germany
*Donald T. Nicolaisen	Director	United States
*Hutham S. Olayan	Director	United States
*James W. Owens	Director	United States
*O. Griffith Sexton	Director	United States
*Ryosuke Tamakoshi	Director	Japan
*Masaaki Tanaka	Director	Japan
*Laura D’Andrea Tyson	Director	United States
Gregory J. Fleming	Executive Vice President, President of Asset Management and President of Global Wealth Management	United States
Eric F. Grossman	Executive Vice President and Chief Legal Officer	United States
Keishi Hotsuki	Chief Risk Officer	Japan
Colm Kelleher	Executive Vice President and Co-President of Institutional Securities	England and Ireland
Ruth Porat	Executive Vice President and Chief Financial Officer	United States
James A. Rosenthal	Executive Vice President and Chief Operating Officer	United States
Paul J. Taubman	Executive Vice President and Co-President of Institutional Securities	United States

* Director

15

EXECUTIVE OFFICERS AND DIRECTORS OF MS HOLDINGS INCORPORATED

The names of the directors and the names and titles of the executive officers of MS Holdings Incorporated and their principal occupations are set forth below.  Unless otherwise indicated, the business address of each of the directors or executive officers is that of MS Holdings Incorporated at 1585 Broadway, New York, New York 10036.  Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to MS Holdings Incorporated.

Name	Title
Harvey Bertram Mogenson	Director and President 1633 Broadway, New York, NY 10019 United States
Louis A. Palladino, Jr.	Vice President 1633 Broadway, New York, NY 10019 United States
Walter E. Rein	Vice President 440 South LaSalle St. One Financial Plaza Chicago, Il 60605  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

Ella D. Cohen	Vice President 522 Fifth Avenue, New York, NY 10036, United States
Marc Cozzolino	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
Robert Serafin	Vice President 201 Plaza Two, Jersey City, NJ 07311, United States
Anita Rios	Treasurer 750 Seventh Avenue, New York, NY 10019, United States

16

EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.

The names of the directors and the names and titles of the executive officers of Morgan Stanley Private Equity Asia III, Inc. and their principal occupations are set forth below.  The business address of each of the directors or executive officers is as provided below.  Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to Morgan Stanley Private Equity Asia III, Inc.

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, Executive Director and Assistant Treasurer	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
Dariusz Garbowski	Vice President	1 New York Plaza New York, New York 10004
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
Walter E. Rein	Vice President	440 South LaSalle St. One Financial Plaza Chicago, Illinois 60605
Edwin van Keulen*	Vice President and Assistant Treasurer	1633 Broadway New York, New York 10019

* Citizenship – Dutch

17

Michael A. Henry	Chief Compliance Officer and Vice President	1221 Avenue of the Americas New York, New York 10020
Samantha Cooper	Vice President	1585 Broadway New York, New York 10036
Todd Martin	Vice President	1 New York Plaza New York, New York 10004
Scott William Moss	Vice President	1221 Avenue of the Americas New York, New York 10020
Christopher H. Norris	Vice President	2000 Westchester Avenue, Purchase, New York 10577
Anita Rios	Treasurer	750 Seventh Avenue, New York 10019

18

EXECUTIVE OFFICERS OF MORGAN STANLEY PRIVATE EQUITY ASIA III, LLC

The managing  member of Morgan Stanley Private Equity Asia III, L.L.C. is Morgan Stanley Private Equity Asia III, Inc.  Morgan Stanley Private Equity Asia III, L.L.C. does not have officers or directors.

19

EXECUTIVE OFFICERS  OF MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.

The general partner of Morgan Stanley Private Equity Asia III, L.P. is Morgan Stanley Private Equity Asia III, LLC.  Morgan Stanley Private Equity Asia III, L.P. does not have officers or directors.

20

EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.

The general partner of Morgan Stanley Private Equity Asia Employee Investors III, L.P. is Morgan Stanley Private Equity Asia III, LLC. Morgan Stanley Private Equity Asia Employee Investors III, L.P. does not have officers or directors.

21

EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD

The name of the director and the names and titles of the executive officer of Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd and their principal occupations are set forth below.  The business address of each of the director or executive officer is also set forth below. Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd.

Name	Title	Address
Alan K. Jones	Director	1585 Broadway New York, New York 10036
Sally Seebode	Treasurer	3424 Peachtree Road, NE –   9th Floor Atlanta, Georgia 30326
Edwin van Keulen*	Treasurer	1633 Broadway New York, NY 10019
Christopher H. Norris	Vice President	201 Plaza Two Jersey City New Jersey, 07311

*Citizenship – Dutch

22

EXECUTIVE OFFICERS AND DIRECTORS OF MSPEA AGRICULTURE HOLDING LIMITED

The name of the director and the names and titles of the executive officer of MSPEA Agriculture Holding Limited and their principal occupations are set forth below.  The business address of each of the director or executive officer is also set below.  Unless otherwise indicated, each individual is a United States citizen and each occupation set forth opposite an individual’s name refers to MSPEA Agriculture Holding Limited.

Name	Title	Address
Alan K. Jones	Director	1585 Broadway New York, New York 10036
Sally Seebode	Treasurer	3424 Peachtree Road, NE –   9th  Floor Atlanta, Georgia  30326
Edwin van Keulen*	Treasurer	1633 Broadway New York, NY 10036

*Citizenship – Dutch

23

SCHEDULE B

LEGAL PROCEEDINGS

Unless the context otherwise requires, the term “Morgan Stanley” means Morgan Stanley and its consolidated subsidiaries. Morgan Stanley & Co. LLC (“MS&Co.”) and Morgan Stanley Smith Barney LLC (“MSSB LLC”), referenced below, are Morgan Stanley’s primary U.S. broker-dealers.

(a) Starting in July 2003, Morgan Stanley received subpoenas and requests for information from various regulatory and governmental agencies, including the SEC, the NYSE and various states, in connection with industry-wide investigations of broker-dealers and mutual fund complexes relating to possible late trading and market timing of mutual funds. In December 2007, Morgan Stanley settled all claims with the SEC concerning late trading and market timing of mutual funds in the retail system over the period from January 2002 to August 2003.  Under the terms of the settlement, Morgan Stanley will, among other things, be censured and pay a monetary fine.

(b) On September 30, 2009, Morgan Stanley entered into an administrative settlement agreement with the U.S. Environmental Protection Agency (“EPA”) to resolve certain violations of the U.S. environmental laws allegedly committed by Morgan Stanley during 2005.  These alleged violations included: distribution of approximately 2.7 million gallons of reformulated gasoline that failed to comply with maximum benzene content limitations; failure to report volume and property information for each batch of gasoline blendstock imported and reformulated gasoline produced; failure to conduct an annual attest engagement; and failure to provide product transfer documents for each transfer of reformulated gasoline and each batch of previously certified gasoline.  Without admitting or denying the EPA’s allegations, Morgan Stanley agreed to resolve these matters for a civil penalty of $405,000.

(c) On June 24, 2010, Morgan Stanley and the Office of the Attorney General for the Commonwealth of Massachusetts (“Massachusetts OAG”) entered into an Assurance of Discontinuance (“AOD”) to resolve the Massachusetts OAG’s investigation of Morgan Stanley’s financing, purchase and securitization of certain subprime residential mortgages. The AOD provides for Morgan Stanley to make payments totaling approximately $102.7 million, and for Morgan Stanley to use its best efforts to implement certain business practices related to such activities on a prospective basis.

In addition, MS&Co. has been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business.  Certain of such proceedings have resulted in findings of violation of federal or state securities laws.   Such proceedings are reported and summarized in the MS&Co. Form BD filed with the SEC, which descriptions are hereby incorporated by reference.  The MSSB LLC Form BD filed with the SEC is also hereby incorporated by reference.

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SIGNATURES

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

Dated: October 16, 2012
 

MORGAN STANLEY
By:	/s/ Christina Huffman
	Name: Christina Huffman
	Title: Authorized Signatory
MS HOLDINGS INCORPORATED
By:	/s/ Harvey Bertram Mogenson
	Name: Harvey Bertram Mogenson
	Title: President
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
By:	/s/ Alan K. Jones
	Name: Alan K. Jones
	Title: President
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
By:	Morgan Stanley Private Equity Asia III, Inc., its managing member
By:	/s/ Alan K. Jones
	Name: Alan K. Jones
	Title: 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/ Alan K. Jones
	Name: Alan K. Jones
	Title: 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/ Alan K. Jones
	Name: Alan K. Jones
	Title: President
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
By:	/s/ Alan K. Jones
	Name: Alan K. Jones
	Title: Sole Director
MSPEA AGRICULTURE HOLDING LIMITED
By:	/s/ Alan K. Jones
	Name: Alan K. Jones
	Title: Sole Director

EXHIBIT INDEX

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 October 16, 2012
Exhibit 99.2	Consortium Agreement, dated as of October 15, 2012, by and among Mr. Wu, Full Alliance, MSPEA and Abax
Exhibit 99.3	Letter to the Board of Directors of Yongye International, Inc., dated October 15, 2012

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d−1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001, of the Issuer (as defined in the attached Schedule 13D or an amendment to Schedule 13D), and agrees that this agreement be included as an Exhibit to such joint filing.  This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of this 16th day of October, 2012.

MORGAN STANLEY
By:	/s/ Christina Huffman
	Name: Christina Huffman
	Title: Authorized Signatory
MS HOLDINGS INCORPORATED
By:	/s/ Harvey Bertram Mogenson
	Name: Harvey Bertram Mogenson
	Title: President
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
By:	/s/ Alan K. Jones
	Name: Alan K. Jones
	Title: President
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
By:	Morgan Stanley Private Equity Asia III, Inc., its managing member
By:	/s/ Alan K. Jones
	Name: Alan K. Jones
	Title: 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/ Alan K. Jones
	Name: Alan K. Jones
	Title: 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/ Alan K. Jones
	Name: Alan K. Jones
	Title: President
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
By:	/s/ Alan K. Jones
	Name: Alan K. Jones
	Title: Sole Director
MSPEA AGRICULTURE HOLDING LIMITED
By:	/s/ Alan K. Jones
	Name: Alan K. Jones
	Title: Sole Director

EX-99.2

EXHIBIT 99.2

EXECUTION VERSION

CONSORTIUM AGREEMENT

THIS CONSORTIUM AGREEMENT (this "Agreement") is dated as of October 15, 2012 and is entered into by and among Zishen Wu ("Founder"), Full Alliance International Limited ("Full Alliance" or "Holdco"), 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, the "Parties".

RECITALS

WHEREAS, the Parties are interested in jointly pursuing a possible acquisition (the "Transaction") of all of the outstanding capital stock of Yongye International, Inc. (the "Company") through a special purpose vehicle to be formed by Holdco in the Cayman Islands or another offshore jurisdiction ("Parent");

WHEREAS, (a) in connection with the Transaction, Holdco will cause Parent to form a direct, wholly-owned subsidiary ("Merger Sub") under the laws of the State of Nevada, and (b) at the closing of the Transaction, the Parties intend that Merger Sub will be merged with and into the Company, with the Company being the surviving company and becoming a direct, wholly-owned subsidiary of Parent which will be beneficially owned by the Parties;

WHEREAS, on the date hereof, the Parties will submit a non-binding proposal, a copy of which is attached hereto as Schedule A (the "Proposal Letter"), to the board of directors of the Company (the "Company Board") in connection with the Transaction; and

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in:  (a) the evaluation of the Company, including conducting due diligence of the Company and its business; (b) discussions regarding the Proposal Letter with the Company; and (c) the negotiation of the terms of definitive documentation in connection with the Transaction (in which negotiations the Parties expect that the Company will be represented by a special committee of independent and disinterested directors of the Company Board), including an agreement and plan of merger among Parent, Merger Sub and the Company in form and substance to be agreed by the Parties (the "Merger Agreement"), which shall be subject to the approval of the shareholders of the Company and any financing documents in connection with the Transaction.

NOW, THEREFORE, the Parties agree as follows:

1.           Certain Definitions.

"Competing Transaction" shall mean (i) any direct or indirect acquisition by any person or entity of any securities representing a controlling equity interest in the Company or all or substantially all of its assets or (ii) a recapitalization, restructuring, merger, consolidation or other business combination involving a change in control of the Company or any of its material subsidiaries, in either case other than the Transaction involving all of the Parties.

"Exclusivity Period" shall mean the period beginning on the date hereof and ending on the date of termination of this Agreement pursuant to Section 14.

"Representatives" shall mean, with respect to a person, such person's employees, directors, officers, partners, members, affiliates, agents, advisors (including, but not limited to, legal counsel, accountants, consultants and financial advisors), and any representative of the foregoing.  The Representatives shall include the Advisors as defined in Section 3(c).

"Shares" shall mean all capital stock in the Company.

2.           Commitment to the Consortium.

(a)         Within the Exclusivity Period, and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will deal exclusively with each other with respect to the Transaction and will not, and will cause his or its Representatives acting in such capacity not to, without the written consent of the other Parties:  (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions or negotiations with the Company or any third party with respect to a Competing Transaction; (ii) provide any information to any third party with a view to the third party pursuing a Competing Transaction; or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do anything which is directly inconsistent with, or omit to do anything, which omission is directly inconsistent with, the Transaction involving all of the Parties as contemplated under this Agreement; provided, however, that if Abax has not provided to the other Parties a written confirmation, which written confirmation the other Parties, in exercising their good faith judgment, are reasonably satisfied with, on or prior to December 14, 2012 (60 days from the date hereof) (the "Exclusivity Expiry Date") that Abax continues to be interested in pursuing the Transaction as contemplated by this Agreement, this Agreement shall terminate with respect to Abax effective as of such Exclusivity Expiry Date.

(b)         Within the Exclusivity Period, each Party will not, and will not permit his or its affiliates or Representatives to, directly or indirectly:  (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shares beneficially owned by such Party (“Shareholder Shares”) (in each instance a "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Shareholder Shares or any right, title or interest thereto or therein; (ii) deposit any Shareholder Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares; (iii) take any action that would have the effect of preventing, disabling or delaying any Party or his or its affiliate from performing his or its obligations under this Agreement; or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 2(b).  Notwithstanding the foregoing, Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of Founder or his spouse, siblings, parents or lineal descendants or antecedents, and MSPEA may make a Transfer to its affiliates; provided, however, that in all cases, any such Transfer shall not relieve the transferor of his or its obligations hereunder, and the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as is the transferor.

2

(c)         Subject to Section 2(a), and except for actions taken by Founder in his capacity as the Chief Executive Officer, the Chairman of the Company Board or a Director of the Company, each Party will, and will cause his or its Representatives to, immediately cease and terminate any existing activities, discussions and negotiations in connection with any Competing Transaction.

(d)         Subject to the provision in Section 2(a) with respect to Abax, upon the termination of this Agreement in accordance with clause (iii) of Section 14, the Parties shall negotiate in good faith and in a commercially reasonable manner an extension of the term of this Agreement.

3.           Process.

(a)         Upon signing of this Agreement, the Parties shall immediately deliver the Proposal Letter to the Company Board.

(b)         Within the term of this Agreement and as permitted by the Company Board, the Parties shall as promptly as reasonably practicable conduct a joint assessment of the Company, and shall in good faith and with mutual cooperation use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable, subject to the Company's approval, to enter into the Merger Agreement and other ancillary documents in connection with the Transaction (the "Definitive Agreements").  This Agreement constitutes only a preliminary arrangement relating to a Transaction and does not constitute any binding commitment with respect to a Transaction.  Such commitment will result only from the execution of the Definitive Agreements (upon such execution, all actions by Parent will be subject to the prior approval of all of the Parties), and then will be on the terms provided in the Definitive Agreements.  The Parties and their respective affiliates and Representatives shall coordinate with each other in performing due diligence, securing debt (as applicable) and equity financing, and structuring and negotiating the Transaction, including establishing appropriate vehicles for the purpose of the Transaction; provided, however, that in no event will any Party be obligated without his or its consent to enter into or otherwise be a Party to any Definitive Agreements.

(c)         Skadden , Arps, Slate, Meagher & Flom LLP (“Skadden” ) is acting as legal advisor to Founder and Full Alliance, Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) is acting as legal advisor to MSPEA and Weil, Gotshal & Manges LLP (“Weil”) is acting as legal advisor to Abax.  Skadden (acting as legal advisor to Founder and Full Alliance), Paul Weiss, and Weil are collectively referred to as the “Legal Advisors”.

(d)         Skadden, Paul Weiss and Weil will jointly act as transaction counsel to the buyer consortium (the "Consortium") established hereunder by the Parties in connection with the Transaction.  All other advisors to the Consortium, including any financial advisor to the Consortium (collectively with the Legal Advisors, the "Consortium Advisors") shall be jointly selected by the Parties.

4.           Confidentiality.  Each Party shall, and shall direct his or its Representatives to, keep this Agreement and the Transaction confidential and shall not make any public statement or announcement concerning or disclose to any third party the fact that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, including the status thereof, other than as mutually agreed in

3

writing by the Parties or as required by applicable laws, rules or regulations.  Each Party shall coordinate in good faith all press releases and regulatory filings (including any Schedule 13D filings to disclose its participation in the Transaction) and other public relation matters relating to the Transaction.  Notwithstanding the foregoing, MSPEA may disclose this Agreement or the status of negotiations between the Parties with respect to the Transaction to any investors in MSPEA III.  Similarly, Abax may disclose the same to any investors in any fund Abax manages.

5.           Certain Fees and Expenses.

(a)         If the Transaction is not consummated, and the failure for the Transaction to be consummated is not due to the willful misconduct of any Party, the Parties agree that:  (i) each Party shall bear fees and out-of-pocket expenses payable by him or it to his or its respective Legal Advisor in connection with the Transaction incurred prior to the termination of this Agreement with respect to such Party; and (ii) each Party shall bear a percentage, equal to his or its planned equity beneficial ownership percentage of Parent immediately after the consummation of the Transaction (“Planned Equity Participation”), of all fees and out-of-pocket expenses (A) payable in connection with the Transaction to the Consortium Advisors (other than the Legal Advisors) or any lender or other financing sources or (B) incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction; provided, however, that each Party shall bear fees and out-of-pocket expenses payable by him or it to any advisor retained by him or it to conduct due diligence.

(b)         Subject to Section 5(d) herein, upon consummation of the Transaction, Parent shall reimburse each Party for all fees and out-of-pocket expenses incurred by him or it (including fees and expenses of his or its Legal Advisor retained pursuant to Section 3(c) hereof) in connection with the Transaction; provided, however, that such reimbursable expenses of each Party other than Founder incurred prior to the execution of this Agreement shall be limited to those approved in writing by Founder prior to the date hereof.

(c)         Each Party shall share, ratably based on its Planned Equity Participation, any termination, topping, break-up or other fees or amounts (including amounts paid in settlement of any disputes or litigation relating to the Transaction) payable by Parent (or one or more of its affiliates or designees), net of the expenses required to be borne by such Party pursuant to Section 5(a).

(d)         This Section 5 shall survive the termination of this Agreement.  In the event this Agreement is terminated with respect to Abax pursuant to Sections 2(a), then upon such termination Abax shall cease to have any liability with respect to any fees and expenses incurred by the Parent or the other Parties under Section 5.

6.           Remedies.  It is understood and agreed that money damages may not be a sufficient remedy for a breach of this Agreement by any Party and that each Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy of any such breach by the other Parties.  Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party but shall be in addition to all other remedies available at law or in equity to the other Parties.  Each Party further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this Agreement is or would be compensable by an award of money damages, and each Party

4

agrees to waive any requirements for the securing or posting of any bond in connection with such remedy.

7.           Governing Law; Arbitration.  This letter agreement and all matters arising out of or relating to this letter agreement shall be governed by and construed in accordance with the laws of Hong Kong, without reference to conflict of laws principles.  Any dispute, controversy or claim arising out of or relating to this letter agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the "Rules") in force when the notice of arbitration is submitted in accordance with these Rules.  There shall be three arbitrators, one to be appointed by the claimant, one to be appointed by the respondent and the third to be appointed by the secretary general of the Hong Kong International Arbitration Centre.  The arbitration proceedings shall be conducted in English.

8.           No Modification.  No provision in this Agreement can be waived, modified or amended except by written consent of the Parties, which consent shall specifically refer to the provision to be waived, modified or amended and shall explicitly make such waiver, modification or amendment.

9.           No Waiver or Rights.  It is understood and agreed that no failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

10.         Counterparts; Entire Agreement.  This 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 Agreement sets forth the entire agreement and understanding among the Parties and supersedes all prior agreements, discussions or documents relating thereto.  No Party shall be entitled to punitive, exemplary, special, unforeseen, incidental, indirect or other consequential damages.

11.         Severability.  If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

12.         Successors.  This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns.  No Party may assign or transfer, directly or indirectly, its rights or obligations hereunder without the prior written consent of the other Parties except as provided herein.  No assignment will relieve the assignor of its obligations hereunder.

13.         No Third Party Beneficiaries.  Unless otherwise specifically provided herein, each Party agrees and acknowledges that nothing herein expressed or implied is intended to confer upon or give any rights or remedies to persons who are not a party to this Agreement under or by reason of this Agreement.

14.         Term.  Except as otherwise provided in Section 2(a) with respect to Abax, this Agreement shall terminate upon the earlier of:  (i) the mutual written agreement by the

5

Parties; (ii) the execution and delivery of the Definitive Agreements; and (iii) the date six months after the date hereof.

[Signatures to Follow on the Next Page]

6

Zishen Wu
By:	/s/ Zishen Wu
	Name:	Zishen Wu
Full Alliance International Limited
By:	/s/ Xingmei Zhong
	Name:	Xingmei Zhong
	Title:	Director
MSPEA Agriculture Holding Limited
By:	/s/ Homer Sun
	Name:	Homer Sun
	Title:	Authorised Signatory
Abax Global Capital (Hong Kong) Limited
By:	/s/ Donald Yang
	Name:	Donald Yang
	Title:	Managing Partner

7

EX-99.3

EXHIBIT 99.3

Zishen Wu

Full Alliance International Limited

MSPEA Agriculture Holding Limited

Abax Global Capital (Hong Kong) Limited

The Board of Directors

Yongye International, Inc.

6th Floor, Suite 608, Xue Yuan International Tower

No. 1 Zichun Road, Haidian District

Beijing, China

October 15, 2012

Dear Sirs:

Zishen Wu ("Mr. Wu"), Full Alliance International Limited ("Full Alliance"), MSPEA Agriculture Holding Limited ("MSPEA") and Abax Global Capital (Hong Kong) Limited, on behalf of funds managed and/or advised by it and its nominee entities and its and their affiliates (collectively “Abax”, together with Mr. Wu, Full Alliance, MSPEA and Abax, the "Buyer Parties" and each a "Buyer Party") are pleased to submit this preliminary non-binding proposal to acquire all outstanding shares of common stock (the "Shares") of Yongye International, Inc. (the "Company") not beneficially owned by the Buyer Parties (the "Acquisition").

We believe that our proposal of US$6.60 in cash per share of the Company's common stock will provide a very attractive opportunity to the Company's shareholders. This price represents a premium of approximately 37.8% to the Company's closing price on October 12, 2012 and a premium of approximately 47.2% to the volume-weighted average price during the last 30 trading days, a premium of 70.4% to the volume-weighted average price during the last 90 trading days, and a premium of 84.4% to the volume-weighted average price during the last 180 trading days.

The terms and conditions upon which we are prepared to pursue the Acquisition are set forth below. We are confident in our ability to consummate an Acquisition as outlined in this letter.

1.      Buyer.  The Buyer Parties have entered into a letter agreement dated October 15, 2012 (the "Consortium Agreement"), pursuant to which Full Alliance will form an acquisition vehicle for the purpose of pursuing the Acquisition ("Acquisition Vehicle"), and the Buyer Parties will work with each other on an exclusive basis in pursuing the Acquisition during the term of the Consortium Agreement.

2.      Purchase Price.  The Buyer Parties are prepared to pay for the Shares acquired in the Acquisition at a price of US$6.60 per share, in cash.

3.      Financing.  We intend to finance the Acquisition with a combination of debt and equity capital.  Equity financing will be provided by the Buyer Parties or its affiliated entities in the

form of cash and/or rollover equity in the Company.  Debt financing will be primarily provided by third party financial institutions.  We have held discussions with a Chinese bank which is experienced in financing going-private transactions and has expressed interest in providing loans to finance the Acquisition.  We are confident that we will secure adequate financing to consummate the Acquisition.

4.      Due Diligence.  We will be in a position to commence our due diligence for the Acquisition immediately upon receiving access to the relevant materials.

5.      Definitive Agreements.  We are prepared to negotiate and finalize definitive agreements (the "Definitive Agreements") concurrently with our due diligence review.  This proposal is subject to execution of the Definitive Agreements.  These documents will include provisions typical for transactions of this type.

6.      Confidentiality.  We are sure you will agree with us that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.

7.      Process.  We believe that the Acquisition will provide superior value to the Company's shareholders.  We recognize of course that the Company’s Board of Directors will evaluate the proposed Acquisition independently before it can make its determination whether to endorse it.  In considering the proposed Acquisition, you should be aware that we are interested only in acquiring the outstanding shares that the Buyer Parties and their affiliates do not already own, and that the Buyer Parties and their affiliates do not intend to sell their stake in the Company to a third party.

8.      About MSPEA. MSPEA is a vehicle controlled by Morgan Stanley Private Equity Asia III, L.P., a fund managed by Morgan Stanley Private Equity Asia.  Morgan Stanley Private Equity Asia is one of the leading private equity investors in the Asia Pacific region, having invested in the region for over 19 years. The team has invested approximately US$2.4 billion in Asia, focusing on profitable, growth-oriented companies. Morgan Stanley Private Equity Asia has offices located in Hong Kong, Shanghai, Mumbai, Seoul, Tokyo and New York.

9.      About Abax.  Abax Global Capital is a leading Hong-Kong-based investment fund focused on Pan-Asian private and public investments with an emphasis on Greater China. Founded in 2007, Abax Global Capital’s objective is to invest in and create value for small-to-mid-sized Asian enterprises.

10.    Advisors.  Mr. Wu and Full Alliance have retained Skadden, Arps, Slate, Meagher & Flom LLP as its legal counsel, MSPEA has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as its legal counsel and Abax Global Capital has retained Weil, Gotshal & Manges LLP as its legal counsel in connection with this proposal and the Acquisition.

11.    No Binding Commitment.  This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to an Acquisition.  Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.

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In closing, each of us would like to personally express our commitment to working together to bring this Acquisition to a successful and timely conclusion.  Should you have any questions regarding this proposal, please do not hesitate to contact Mr. Wu at +86 10 8231-8626, Mr. Homer Sun of MSPEA at +852 2848-5844 or Mr. Chee-Kong Chan at Abax at +852 3602-1835. We look forward to speaking with you.

[Signatures to follow on next page]

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Sincerely,
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/ Homer Sun
	Name:	Homer Sun
	Title:	Authorised Signatory
Abax Global Capital (Hong Kong) Limited
By:	/s/ Donald Yang
	Name:	Donald Yang
	Title:	Managing Partner

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