SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

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

(Amendment No. 9)

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)

November 25, 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 8,908,802
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 8,908,802

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,908,802
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 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. 9 (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, Amendment No. 7 to the Schedule 13D filed on September 25, 2013 and Amendment No.8 to the Schedule 13D filed on October 16, 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 November 26, 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.

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:

On November 25, 2013, Parent, Full Alliance, Mr. Wu, MSPEA and Prosper Sino executed an amendment to the Contribution Agreement (the “Contribution Agreement Amendment”).  Pursuant to the Contribution Agreement Amendment, at or immediately prior to the effective time of the Merger, MSPEA will receive 11,017,908 preferred shares of Full Alliance in consideration of the shares of Company common stock and Company preferred stock it will contribute to Parent, instead of the 8,633,156 preferred shares of Full Alliance contemplated in the original Contribution Agreement.  No other change was made to the Contribution Agreement.  The parties amended the contribution agreement to correct the earlier erroneous figure and conform the contribution agreement to the parties’ commercial understanding with respect to the transaction. The information disclosed in this paragraph is qualified in its entirety by reference to the Contribution Agreement Amendment, a copy of which has been filed as Exhibit 99.2 ("Contribution Agreement Amendment").

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 November 26, 2013
Exhibit 99.2	Contribution Agreement Amendment by and among the Rollover Holders, Full Alliance and Parent, dated November 25, 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
Jyoti J. Mandalia	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: November 26, 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

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 November 26, 2013
Exhibit 99.2	Contribution Agreement Amendment by and among the Rollover Holders, Full Alliance and Parent, dated November 25, 2013

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 26th day of November, 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

EX-99.2

EXHIBIT 99.2

EXECUTION VERSION

AMENDMENT TO THE CONTRIBUTION AGREEMENT

This AMENDMENT TO THE CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of November 25, 2013, by and among Yongye International Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Full Alliance International Limited, a British Virgin Islands company and a direct parent entity of Parent (“Holdco”), and certain stockholders of Yongye International, Inc., a Nevada corporation (the “Company”), listed on Schedule A (each, a “Rollover Holder” and collectively, the “Rollover Holders”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the contribution agreement entered into among Parent, Holdco and the Rollover Holders on September 23, 2013 (the "Contribution Agreement")

RECITALS

WHEREAS, Holdco, Parent and Rollover Holders intend to correct the number of shares in Holdco to be owned by MSPEA Agriculture Holding Limited after the Merger.

AMENDMENT

NOW, THEREFORE, pursuant to Section 13 of the Contribution Agreement, Holdco, Parent and Rollover Holders hereby agree as follows:

1.           Replacement of Schedule A.  The Schedule A of the Contribution Agreement shall be replaced in its entirety by the Schedule A hereof.

2.           No Modification of Any Other Provision. Except for the Schedule A of the Contribution Agreement, no provision or any other part of the Contribution Agreement is amended, altered, supplemented or otherwise modified and shall remain in full force and effect.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Parent, Holdco and the Rollover Holders have caused to be executed or executed this Amendment as of the date first written above.

YONGYE INTERNATIONAL LIMITED
By:	/s/ Zishen Wu
Name:	Zishen Wu
Title:	Director

FULL ALLIANCE INTERNATIONAL LIMITED
By:	/s/ Xingmei Zhong
Name:	Xingmei Zhong
Title:	Director

[Signature Page to Amendment to the Contribution Agreement]

Rollover Holders:

MR. ZISHEN WU

/s/ Mr. Zishen Wu

[Signature Page to Amendment to the Contribution Agreement]

PROSPER SINO DEVELOPMENT LIMITED
By:	/s/ Miss CHIU Soo Ching, Katherine
Name:	Miss CHIU Soo Ching, Katherine, representing INB Holdings Limited
Title:	Director

[Signature Page to Amendment to the Contribution Agreement]

MSPEA AGRICULTURE HOLDING LIMITED
By:	/s/ Samantha Jennifer Cooper
Name:	Samantha Jennifer Cooper
Title:	Director

[Signature Page to Amendment to the Contribution Agreement]

Schedule A

Stockholder Name	Address Facsimile	Shares	Holdco Shares
Full Alliance International Limited	Rm 1701 Wing Tuck Commercial Centre, 183 Wing Lok Street, Sheung Wan, Hong Kong Attention: Xingmei Zhong Facsimile: +852 2572 1926	7,657,704 common shares	N/A
Mr. Zishen Wu	Suite 608, Xueyuan International Tower No. 1 Zhichun Road Haidian District Beijing, China 100083 Facsimile: +86 10 8231-1797	555,000 common shares	555,000 ordinary shares
Prosper Sino Development Limited	c/o 3806 Central Plaza 18 Harbour Road Wanchai Hong Kong Attention: Ms LAU Lai Sze Facsimile: +852 2802 7733	2,030,000 common shares	option to purchase 2,030,000 ordinary shares
MSPEA Agriculture Holding Limited	Level 40, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong Attention: Tao Sun Facsimile: +852 3407 5566	6,505,113 Series A convertible preferred shares, plus 2,128,043 common shares	11,017,908 preferred shares1

__________________________________________

 1   Assuming December 31, 2013 as the effective time of the  Merger.  Numbers subject to adjustments based upon accrual of payment-in-kind dividends upon preferred shares owned by MSPEA to the actual effective time of the Merger.