0000950142-13-002091.txt : 20131016 0000950142-13-002091.hdr.sgml : 20131016 20131015215214 ACCESSION NUMBER: 0000950142-13-002091 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131016 DATE AS OF CHANGE: 20131015 GROUP MEMBERS: MORGAN STANLEY GROUP MEMBERS: MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III L GROUP MEMBERS: MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD GROUP MEMBERS: MORGAN STANLEY PRIVATE EQUITY ASIA III INC. GROUP MEMBERS: MORGAN STANLEY PRIVATE EQUITY ASIA III L.L.C. GROUP MEMBERS: MORGAN STANLEY PRIVATE EQUITY ASIA III L.P. GROUP MEMBERS: MS HOLDINGS INC GROUP MEMBERS: MSPEA AGRICULTURE HOLDING LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Yongye 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84050 FILM NUMBER: 131153095 BUSINESS ADDRESS: STREET 1: 6TH FLR, STE 608 XUE YUAN INT'L TOWER STREET 2: NO. 1 ZHICHUN ROAD,HAIDIAN DISTRICT, CITY: BEIJING, STATE: F4 ZIP: 000000 BUSINESS PHONE: 86-10-8232-8866 MAIL ADDRESS: STREET 1: 6TH FLR, STE 608 XUE YUAN INT'L TOWER STREET 2: NO. 1 ZHICHUN ROAD,HAIDIAN DISTRICT, CITY: BEIJING, STATE: F4 ZIP: 000000 FORMER COMPANY: FORMER CONFORMED NAME: Yongye Biotechnology International, Inc. DATE OF NAME CHANGE: 20080415 FORMER COMPANY: FORMER CONFORMED NAME: Golden Tan, Inc DATE OF NAME CHANGE: 20070504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13D/A 1 eh1301156_13da8-yongye.htm AMENDMENT NO. 8 eh1301156_13da8-yongye.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
SCHEDULE 13D
(Rule 13d-1 and Rule 13d-2)
 
(Amendment No. 8)
 
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 9, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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
 
8,908,502
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,908,502
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,908,502
 
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)
 
15.5% 2
 
14
TYPE OF REPORTING PERSON
 
HC, CO
 
 

1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen 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 57,371,805 shares outstanding on an as-converted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.
 
 
 

 
 
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
 
8,814,632
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,814,632
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,814,632
 
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)
 
15.4% 2
 
14
TYPE OF REPORTING PERSON
 
HC, CO
 
 

1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen 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 57,371,805 shares outstanding on an as-converted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.
 
 
 

 
 
 
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
 
8,814,632
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,814,632
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,814,632
 
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)
 
15.4% 2
 
14
TYPE OF REPORTING PERSON
 
HC, CO
 
 

1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen 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 57,371,805 shares outstanding on an as-converted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.
 
 
 

 
 
 
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
 
8,814,632
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,814,632
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,814,632
 
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)
 
15.4% 2
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen 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 57,371,805 shares outstanding on an as-converted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.
 
 
 
 

 
 
 
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
 
8,814,632
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,814,632
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,814,632
 
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)
 
15.4% 2
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen 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 57,371,805 shares outstanding on an as-converted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.
 
 
 

 
 
 
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
 
8,814,632
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,814,632
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,814,632
 
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)
 
15.4% 2
 
14
TYPE OF REPORTING PERSON
 
PN
 
 

1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen 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 57,371,805 shares outstanding on an as-converted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.
 
 
 

 
 
 
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
 
8,814,632
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,814,632
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,814,632
 
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)
 
15.4% 2
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen 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 57,371,805 shares outstanding on an as-converted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.
 
 
 
 

 
 
 
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
 
8,814,632
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,814,632
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,814,632
 
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)
 
15.4% 2
 
14
TYPE OF REPORTING PERSON
 
OO
 
 

1
Excludes the 1,155,000 shares of Common Stock beneficially owned by Mr. Zishen 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 57,371,805 shares outstanding on an as-converted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.
 
 
 

 
 
CUSIP No. 98607B106
 
SC 13D
Page 10  


TABLE OF CONTENTS
 
Item 2. Identity and Background
 
Item 3. Source and Amount of Funds or Other Consideration
 
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
 
 

 

 
 

 
 
CUSIP No. 98607B106
 
SC 13D
Page 11 
 
 
INTRODUCTORY NOTE
 
The following constitutes Amendment No. 8 (this “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, Amendment No. 3 to the Schedule 13D filed on September 9, 2011, Amendment No. 4 to the Schedule 13D filed on October 16, 2012, Amendment No. 5 to the Schedule 13D filed on December 28, 2012, Amendment No. 6 to the Schedule 13D filed on May 17, 2013 and Amendment No. 7 to the Schedule 13D filed on September 25, 2013 (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”). The Reporting Persons have entered into a joint filing agreement, dated as of October 11, 2013, 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.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
 
On October 9, Parent repaid the US$99 million loan facility (the “Loan”) previously extended by CDB on December 27, 2012 to Parent with the proceeds of the loan itself, which have remained on deposit with CDB since the drawdown of the Loan.  On October 4, 2013, Mr. Zishen Wu made available a term loan in an aggregate amount of US$625,650 to Parent for the payment of the interest under the Loan, on the terms and conditions in a loan agreement (the “October 2013 Chairman Loan Agreement”) dated October 12, 2013. On October 4, 2013, MSPEA made available a term loan in an aggregate amount of US$575,650 to Parent for the payment of the interest under the Loan and legal fees incurred by CDB, on the terms and conditions in a loan agreement (the “October 2013 MSPEA Loan Agreement”) dated October 4, 2013.
 
 
 
 
 

 
 
CUSIP No. 98607B106
 
SC 13D
Page 12 
 
 
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 by adding the following at the end thereof:
 
The descriptions in Item 3 of the October 2013 Chairman Loan Agreement and the October 2013 MSPEA Loan Agreement are incorporated herein by reference.
 
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 15, 2013
 
 
 
 
 
 
 
 

 
 
 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, Morgan Stanley
Australia and United States
     
*Erskine B. Bowles
Director
United States
     
*Howard J. Davies
Professor, SciencesPo
England
 
*Thomas H. Glocer
 
Director
 
United States
     
*Robert H. Herz
President, Robert H. Herz LLC
United States
     
*C. Robert Kidder
Director
United States
     
*Klaus Kleinfeld
Chairman and Chief Executive Officer of Alcoa Inc.
Germany
     
*Donald T. Nicolaisen
Director
United States
     
*Hutham S. Olayan
President, Chief Executive Officer of The Olayan Group’s U.S. operations
United States
     
*James W. Owens
Director
United States
     
*O. Griffith Sexton
Adjunct professor of finance at Columbia Business School
United States
     
*Ryosuke Tamakoshi
Senior Advisor to The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Japan
     
*Masaaki Tanaka
Representative Director and Deputy President of Mitsubishi UFJ Financial Group, Inc.
Japan
     
*Laura D’Andrea Tyson
S. K. and Angela Chan Professor of Global Management at the Walter A. Haas School
of Business at the University of California, Berkeley
United States
     
*Rayford Wilkins, Jr.
Director
United States
     
Gregory J. Fleming
Executive Vice President, President of Morgan Stanley Wealth Management and
President of Investment Management
United States
     
Eric F. Grossman
Executive Vice President and Chief Legal Officer
United States
     
Keishi Hotsuki
Chief Risk Officer
Japan
     
Colm Kelleher
Executive Vice President and 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
 
* Director
 
 
 

 
 
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. 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
 
*Christina Huffman
 
Vice President
1221 Avenue of the Americas
New York, NY, 100200, United States
 
Jason Koenig
 
Vice President
1221 Avenue of the Americas
New York, NY, 100200, United States
 
Scott William Moss
 
Vice President
1221 Avenue of the Americas
New York, NY, 100200, United States
 
Ella D. Cohen
 
Vice President
522 Fifth Avenue, New York, NY 10036, United States
 
Craig Krasinski
 
Vice President
100 Front Street, West Conshohocken, PA 19428, United States
 
Matthew Paul Martin
 
Vice President
522 Fifth Avenue, New York, NY 10036, United States
 
Sheri Lynn Schreck
Vice President
522 Fifth Avenue, New York, NY 10036, United States
 
Robert Serafin
Vice President
201 Plaza Two, Jersey City, NY 07311, United States
 
Anita Rios
Treasurer
750 Seventh Avenue, New York, NY 10019, United States
 
* Dual citizenship - American and British
 
 
 

 
 
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, Assistant Treasurer and Vice President
 
1 New York Plaza
New York, New York 10004
         
Jason Koenig
 
Chief Legal Officer and Secretary and Vice President
 
1221 Avenue of the Americas
New York, New York 10020
         
Robert M. Murphy
 
Vice President
 
440 South LaSalle St.
One Financial Plaza
Chicago, Illinois 60605
         
Christopher L. O'Dell
 
Vice President
 
522 Fifth Avenue
New York, New York 10036
 
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
         
Michael A. Henry
 
 
Chief Compliance Officer and Vice President
 
 
1221 Avenue of the Americas
New York, New York 10020
 
Samantha Jennifer Cooper
 
 
Vice President
 
 
1585 Broadway
New York, New York 10036
 
Scott William Moss
 
 
Vice President and Assistant Secretary
 
 
1221 Avenue of the Americas
New York, New York 10020
 
Christopher H. Norris
 
 
Vice President
 
 
1585 Broadway
New York, New York 10036
 
Karen A. Cassidy
 
 
Treasurer
 
750 Seventh Avenue
New York 10019
 
**Brian Barrett
 
Vice President
 
1585 Broadway
New York, New York 10036
* Citizenship - Dutch
** Dual citizenship - American and Irish
 
 
 

 
 
 
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.
 
 
 
 
 
 
 
 

 
 
 
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
 
 
 
 
 

 
 
 
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.
 
 
 
 
 
 

 
 
 
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
     
Samantha Jennifer Cooper
 
Director
1585 Broadway
New York, New York 10036
     
Karen A. Cassidy
Treasurer
750 Seventh Avenue, NY 10019
     
Edwin van Keulen*
Treasurer
1633 Broadway
New York, NY 10019
     
Christopher H. Norris
Vice President
1585 Broadway
New York, New York 10036

* Citizenship - Dutch
 
 
 
 
 

 
 
 
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
         
Samantha Jennifer Cooper
 
Director
1585 Broadway
New York, New York 10036
 
Choi Sung Min
 
 
Director
 
HungKuk Life Insurance Building
226 Shinmun-ro 1-Ga, Chongro-Ku
Seoul 110-061, Republic of Korea
         
Karen A. Cassidy
Treasurer
750 Seventh Avenue, NY 10019
     
Edwin van Keulen*
 
Treasurer
 
 
1633 Broadway
New York, NY 10036

*Citizenship - Dutch



 
 

 
 
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) 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.

(b) 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 the Issuer’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.
 
 
 
 
 
 

 
 
 
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 15, 2013.
 
 
MORGAN STANLEY
 
       
 
By:
/s/ Christina Huffman
 
   
Name: Christina Huffman
 
   
Title: Authorized Signatory
 
       
       
 
MS HOLDINGS INCORPORATED
 
       
 
By:
 /s/ Christina Huffman  
   
Name: Christina Huffman
 
   
Title:  Vice President
 
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title:  Vice President
 
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
 
       
  By: Morgan Stanley Private Equity Asia III, Inc., its managing member  
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title:  Vice President
 
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
 
       
 
By:
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
 
       
 
By:
Morgan Stanley Private Equity Asia III, Inc., its managing  member
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title:  Vice President
 
 
 
 

 
 
 
 
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
 
       
 
By:
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
 
       
 
By:
Morgan Stanley Private Equity Asia III, Inc., its managing member
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title:  Vice President
 
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title: Sole Director
 
       
       
 
MSPEA AGRICULTURE HOLDING LIMITED
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title: Director
 

 
 

 

EXHIBIT INDEX
 
 
 
 
 

 
EX-99.1 2 eh1301156_ex9901.htm EXHIBIT 99.1 eh1301156_ex9901.htm
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 15th day of October, 2013.
 
 
 
MORGAN STANLEY
 
       
 
By:
/s/ Christina Huffman
 
   
Name: Christina Huffman
 
   
Title: Authorized Signatory
 
       
       
 
MS HOLDINGS INCORPORATED
 
       
 
By:
 /s/ Christina Huffman  
   
Name: Christina Huffman
 
   
Title:  Vice President
 
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title:  Vice President
 
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
 
       
  By: Morgan Stanley Private Equity Asia III, Inc., its managing member  
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title:  Vice President
 
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.P.
 
       
 
By:
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
 
       
 
By:
Morgan Stanley Private Equity Asia III, Inc., its managing member
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title: Vice President
 
 
 
 
 

 
 
 
MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
 
       
 
By:
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
 
       
 
By:
Morgan Stanley Private Equity Asia III, Inc., its managing member
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title:  Vice President
 
       
       
 
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title: Sole Director
 
       
       
 
MSPEA AGRICULTURE HOLDING LIMITED
 
       
 
By:
/s/ Samantha Jennifer Cooper
 
   
Name: Samantha Jennifer Cooper
 
   
Title: Director