SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

YONGYE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

98607B106

(CUSIP Number)

Richard Yee

Abax Global Capital (Hong Kong) Limited

Two International Finance Centre

Suite 6708, 8 Finance Street, Central

Hong Kong

(852) 3602 1800

With copies to:

Akiko Mikumo

Weil, Gotshal & Manges, LLP

29/F, Alexandra House

18 Chater Road, Central

Hong Kong

(852) 3476 9000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

2

CUSIP No. 98607B106

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

3

CUSIP No. 98607B106

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

4

CUSIP No. 98607B106

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

5

CUSIP No. 98607B106

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

6

CUSIP No. 98607B106

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

7

CUSIP No. 98607B106

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

8

CUSIP No. 98607B106

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

9

CUSIP No. 98607B106

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

10

Item 1.                                Security and Issuer.

The title and class of equity security to which this Statement on Schedule 13D (this “Schedule 13D”) relates is the common stock, par value $0.001 per share (the “Common Stock”), of Yongye International, Inc., a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 6th Floor, Suite 608, Xue Yuan International Tower, No. 1 Zhichun Road, Haidian District, Beijing, People’s Republic of China.

Item 2.                                Identity and Background

This Schedule 13D is filed jointly by Abax Lotus Ltd., a Cayman Islands domiciled exempted company (“Abax Lotus”), Abax Global Opportunities Fund, a Cayman Islands domiciled exempted company (“Global Fund”), Abax Upland Fund LLC, a Delaware limited liability company (“Upland”), Abax Arhat Fund, a Cayman Islands domiciled exempted company (“Arhat”), Abax Claremont Ltd., a Cayman Islands domiciled exempted company (“Abax Claremont”), Abax Global Capital, a Cayman Islands domiciled exempted company (“AGC”), Abax Global Capital (Hong Kong) Limited, a Hong Kong company (“Abax HK”), and Xiang Dong Yang, a citizen of Hong Kong (“Mr. Yang”, together with Abax Lotus, Global Fund, Upland, Arhat, Abax Claremont, AGC and Abax HK, each a “Reporting Person” and together the “Reporting Persons”). Each Reporting Person’s business address is Two International Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong.

Abax Lotus is an investment fund focused on Asian private and public investments with an emphasis on Greater China. Global Fund is the sole shareholder of Abax Lotus. Arhat and Upland together hold 100% of Global Fund. AGC is the managing shareholder of Arhat and sole shareholder of Abax HK. Abax Claremont is the managing member of Upland. Abax HK is the investment advisor to AGC and AGC is the investment manager to Arhat, Upland and Global Fund. Mr. Yang is the ultimate controlling person of AGC and Abax Claremont and the ultimate controlling shareholder of Abax HK.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (“Act”), the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement on Schedule 13D, a copy of which is attached hereto as an exhibit and incorporated herein by reference in its entirety.

The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of each Reporting Person, each of whom is an “Abax Person”, is set forth on Schedule A hereto.

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the Abax Persons, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

11

Item 3.                                Source and Amount of Funds or Other Consideration

The shares of Common Stock reported herein by the Reporting Persons were purchased in broker’s transactions on Nasdaq. The shares of Common Stock were purchased with funds available for investment.

Item 4.                                Purpose of Transaction

The Reporting Persons acquired all of the shares of Common Stock owned by them for investment purposes in the ordinary course of business.

On September 4, 2012, Abax HK entered into a confidentiality agreement (the “Confidentiality Agreement”) with the Issuer, containing customary confidentiality provisions and a standstill that prohibits Abax HK from taking certain actions involving the Issuer’s assets, business and securities for a period of 15 months from the date of the Confidentiality Agreement. Pursuant to a letter agreement dated October 12, 2012 (the “Waiver”), the Issuer granted Abax HK and its representatives permission to engage in discussions and negotiations and/or enter into arrangements, understandings or definitive agreements with Zishen Wu (“Mr. Wu”), Full Alliance International Limited (“Full Alliance”) and MSPEA Agriculture Holdings Limited (“MSPEA”), and any of their respective representatives, in connection with the Transaction (as defined below).

On October 15, 2012, Abax HK entered into a consortium agreement (the “Consortium Agreement”) with Mr. Wu, Full Alliance and MSPEA (Abax, Mr. Wu, Full Alliance and MSPEA together, 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 HK if Abax HK 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 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. Abax HK has indicated to the Consortium its preliminary interest in potentially providing equity and/or senior mezzanine financing up to US$50 million in the aggregate in connection with the Transaction.

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

12

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 Confidentiality Agreement, Waiver, Consortium Agreement and the Letter in this Schedule 13D are qualified in their entirety by reference to the Confidentiality Agreement, Waiver, Consortium Agreement and the Letter themselves, each of which are attached hereto as exhibits and incorporated by reference as if set forth in their entirety.

If the Transaction is carried out and consummated, the Common Stock will no longer be traded on the NASDAQ Global Select Market and the registration of the Common Stock under Section 12 of the 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.

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 (although they reserve the right to develop such plans).

Item 5.                                Interest in Securities of the Issuer

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

As of the date hereof, Abax Lotus directly owns 20,000 shares of Common Stock, representing approximately 0.04% of the outstanding shares of Common Stock (such percentage being based on 55,147,596 shares of Common Stock outstanding as of October 16, 2012 on a fully-diluted basis, including 4,610,552 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock, as provided by the Issuer).

13

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

The Reporting Persons may be deemed to be a “group” with Mr. Wu, Full Alliance and MSPEA for purposes of Section 13(d) of the Act as a result of entering into the Consortium Agreement and the submission of the Proposal Letter (each as defined in Item 4). However, each of the Reporting Persons expressly disclaims beneficial ownership for all purposes of the Common Stock held by Mr. Wu, Full Alliance and MSPEA. The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedules 13D filed by Mr. Wu, Full Alliance and/or MSPEA.

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

(d)           Not applicable.

(e)           Not applicable.

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

Items 4, 5 and 7 of this Schedule 13D are incorporated herein by reference.

To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7.                                Material to Be Filed as Exhibits

The following are filed herewith as exhibits to this Schedule 13D:

Exhibit 1 Joint Filing Agreement by and among the Reporting Persons, dated October 16, 2012.

Exhibit 2 Confidentiality Agreement by and between the Issuer and Abax HK, dated September 4, 2012.

14

Exhibit 3 Waiver by and between the Issuer and Abax HK, dated October 12, 2012.

Exhibit 4 Consortium Agreement by and among Mr. Wu, Full Alliance, MSPEA and Abax HK, dated October 15, 2012.

Exhibit 5 Proposal Letter to the Issuer from Mr. Wu, Full Alliance MSPEA and Abax HK, dated October 15, 2012.

15

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated:           October 16, 2012

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

16

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

17

Schedule A

The name, present principal occupation or employment of each of the directors and executive officers of the Reporting Persons is set forth below. Unless otherwise specified, the business address of each person listed below is Two International Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong.

For Abax HK and AGC:

Name	Occupation/Position	Entity	Citizenship
Mr. Yang	Managing Partner, Chief Investment Officer and Director	Abax HK and AGC	Hong Kong
Mr. Frank Feng Qian	Director	Abax HK and AGC	People’s Republic of China
Mr. William Hoi Hin Chan	Partner	Abax HK and AGC	Hong Kong
Mr. John Lu Goh	Managing Director	Abax HK and AGC	Singapore
Mr. Richard Yee	Managing Director and Chief Operating Officer	Abax HK and AGC	United States

For Abax Lotus, Global Fund, Arhat and Abax Claremont:

Name	Occupation/Position	Entity	Citizenship
Mr. Yang	Director	Abax Lotus, Global Fund, Arhat, Abax Claremont	Hong Kong
Mr. Richard Yee	Director	Abax Lotus, Global Fund, Arhat, Abax Claremont	United States
Mr. Ron Silverton	Director	Abax Lotus, Global Fund, Arhat, Abax Claremont	United States
Mr. Christopher Chang	Director	Abax Lotus, Global Fund, Arhat, Abax Claremont	United States

EX-99.1

EXHIBIT 1

AGREEMENT OF JOINT FILING

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them.  This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:           October 16, 2012

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

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

2

EX-99.2

EXHIBIT 2

Privileged and Confidential

Yongye International, Inc.

6th Floor, Suite 608, Xue Yuan International Tower

No. 1 Zichun Road, Haidian District

Beijing, China

September 4, 2012

Abax Global Capital (Hong Kong) Limited

Suite 6708, 67th Floor

2 International Finance Centre

8 Finance Street

Central, Hong Kong

Re: Confidentiality Agreement

Dear Sirs:

In connection with the discussions concerning a possible transaction (the “Transaction”) involving Yongye International, Inc. (where appropriate, together with its subsidiaries, “we”, “us” or the “Company”), Abax Global Capital (Hong Kong) Limited (“you”) and your affiliates, your respective officers, directors, partners, members, employees, agents, potential sources of financing, advisors (including, without limitation, attorneys, accountants and financial advisors) or consultants (collectively, “Representatives”) will receive information concerning the Company and its business activities from us and/or our representatives that is of a proprietary and confidential nature for the purpose of evaluating the Transaction. As a condition for us to furnish such information to you and your Representatives, you agree that all information provided by us and our representatives, whether before or after the date of this letter agreement, and whether written, oral, visual or in electronic form and regardless of whether such information is provided specifically identified as “confidential”, and including (a) the fact that such information is being made available or that you or any of your Representatives has inspected any portion of such information, (b) the fact that evaluations and/or discussions with respect to the Transaction are taking or have taken place or (c) other facts with respect to these discussions, including the status thereof, (together, the “Confidential Information”), shall be treated as confidential and proprietary to us in accordance with the provisions of this letter agreement.

The Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of disclosure by you or any of your Representatives in violation of this letter agreement, (ii) was or becomes available to you or any of your Representatives on a non-confidential basis from a source other than us or our representatives, provided that such source is not, to your knowledge or the knowledge of such Representative(s), bound by a confidentiality agreement with us, (iii) was or becomes available to you or any of your Representatives without any obligation of confidentiality prior to its disclosure by us (for the avoidance of doubt, this clause (iii) does not include the nonpublic information referenced in the immediately preceding sentence) or (iv) is independently developed by you or your Representatives on your behalf.

Upon execution of this letter agreement, you agree that the Confidential Information will be used solely for the purposes for which such Confidential Information is provided to you in connection with the Transaction and that such information will be kept confidential and will not be disclosed by you to anyone for any reason, except as permitted herein. You further agree that you will limit the availability of the Confidential Information to your Representatives, their accountants and attorneys and other advisors who have a need to know the Confidential Information in connection with the Transaction. You agree to inform all such persons of the confidential nature of the Confidential Information and the existence and terms of this letter agreement, and such persons shall be bound by this letter agreement to protect the confidentiality of the Confidential Information. You agree to be liable not only for your breach of this letter agreement but also any breaches by any of your Representatives.

You will not be deemed to have breached this letter agreement if you disclose Confidential Information that is ordered or required by law, regulation or legal process or as requested by any competent regulatory authority, including, without limitation, the Federal Reserve Board, the Securities and Exchange Commission, the NASDAQ Global Select Market or any other recognized self-regulatory organization; provided that, in any such event you shall (i) use reasonable best efforts to limit the disclosure (ii) give us prompt notice of the existence, terms and circumstances, if legally permitted, of such request so that we may seek (at our own cost and expense) an appropriate protective order and (iii) reasonably cooperate with us in our efforts to obtain an order or other reliable assurance (at our own cost and expense) that confidential treatment will be accorded to such portion of Confidential Information that is disclosed.

Although the Company will endeavor to include in the requested Confidential Information such information known to it which it believes to be relevant for the purpose of your investigation, you understand that none of the Company, its affiliates or its representative has made or makes any representation or warranty as to the accuracy or completeness of the Confidential Information so provided, and that any such representation or warranty will be obtained, if at all, only in a definitive agreement setting forth the Transaction or the financing thereof. You agree that none of the Company, its affiliates or its Representatives will have any liability to you or any of your Representatives resulting from the use of any of the Confidential Information or any related matter.

Until eighteen months after the date hereof, you and your Representatives will not, directly or indirectly, contact any officer, director, employee, customer or supplier of the Company or its subsidiaries in connection with the Transaction, except for Mr. Zishen Wu or any other officer, director, employee, customer or supplier of the Company that was approved in writing by the Board of Directors of the Company (acting through the Special Committee thereof) and the contact with whom was arranged by the Company in connection with the Transaction.

You hereby acknowledge that you are aware, and that you will advise your Representatives who receive any Confidential Information from or on behalf of, or at the direction of, you or your other Representatives, that (i) the Company is a public company whose stock is traded on the NASDAQ Global Market in the United States, (ii) that the information you and your Representatives receive pursuant to this letter agreement may constitute material, non-public information regarding the Company, (iii) the United States securities laws may prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (iv) you and your Representatives may be deemed to be “insiders” under the United States securities laws with respect to the Company as a result of the receipt of such information of the Company. You therefore agree that you will not,

2

and will use commercially reasonable endeavours to ensure that your Representatives to whom you have disclosed Confidential Information do not, purchase, sell or otherwise trade directly or indirectly in the shares or public securities of the Company in a manner that could result in any violation of the securities laws of the United States or any other jurisdiction.

You will not at any time during the fifteen-month period commencing on the date hereof (the “Restricted Period”) (and you will not at any time during the Restricted Period assist or encourage others to), without the prior written approval of the Board of Directors of the Company: (a) acquire or agree, offer, seek or propose to acquire, directly or indirectly, alone or in concert with any other person, by purchase or otherwise, any ownership, including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Act”) of any assets, businesses or securities of the Company or any subsidiary thereof, or any rights or options to acquire such ownership (including from any third party); (b) solicit proxies (as such terms are defined in Rule 14a-1 under the Act), with respect to any matter from holders of any of our shares or any securities convertible into or exchangeable for or exercisable (whether currently or upon the occurrence of any contingency) for the purchase of our shares; (c) initiate, or induce or attempt to induce any person, entity or group (as defined in Section 13(d)(3) of the Act) to initiate, any shareholder proposal or tender offer for any securities of the Company or the convening of a shareholders’ meeting of the Company; (d) otherwise seek or propose (or request permission to propose) to influence or control the management or policies of the Company; (e)

enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any matter described in (a) through (d) above (other than as permitted hereunder); (f) take any action inconsistent with any of (a) through (e) above; or (g) take any action with respect to any of the matters described in this paragraph that requires public disclosure. For the avoidance of doubt, during the Restricted Period, you agree that you will not without the prior written approval of the Board of Directors of the Company (acting through the Special Committee thereof) enter into any discussions, negotiations, arrangements, understandings or definitive agreements with any other person (including, without limitation, any directors, officers or shareholders of the Company) in connection with the Transaction, except for Mr. Zishen Wu or your potential sources of debt financing.

Upon closing or termination of the Transaction, upon our written request, you shall, at our direction, deliver to us or destroy all written material constituting or reflecting the Confidential Information and will not retain any copies, extracts or other reproductions in whole or in part of such written material, except as may be required by applicable law, regulation, formal internal compliance and record keeping policies or legal process or as requested by any regulatory or recognized self-regulatory authority.

You agree that monetary damages would not be a sufficient remedy for any breach or threatened breach of this letter agreement and that in addition to all other remedies, we shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach without having to post bonds.

Except for the obligations expressly set forth herein, neither any party hereto nor any of its affiliates shall have any obligations of any kind in connection with any Transaction, or any proposal, offer or inquiry relating to any Transaction, unless and until it has executed and delivered a definitive agreement.

Your obligations under this letter agreement will terminate eighteen months from the date hereof.

3

This letter agreement and any non-contractual claims arising out of or in relation to this letter agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (the “HKSAR”), without regard to its conflicts of law principles. Any action brought in connection with this letter agreement shall be brought in the courts of the HKSAR, and the parties hereto hereby irrevocably consent to the exclusive jurisdiction of such courts.

This letter agreement supersedes all prior agreements and understandings of the parties hereto with respect to the subject matter hereof and may only be amended, modified or changed, or a provision hereof waived, by a written instrument signed by the parties hereto.

If any provision of this letter agreement will be deemed by any court of competent jurisdiction to be invalid or void, the remaining provisions will remain in full force and effect. No waiver of any of the provisions of this letter agreement will be deemed to constitute a waiver of any other provision (whether or not similar); nor will such waiver be binding unless executed in writing by the party to be bound by the waiver. No failure on the part of either of the Company or you to exercise, and no delay in exercising any right under this letter agreement, will operate as a waiver of such right; nor will any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.

Please confirm your agreement to the foregoing by signing and returning the enclosed copy of this letter agreement.

[Remainder of the Page Intentionally Left Blank]

4

			Very truly yours,
			Yongye International, Inc.
			By:	/s/  Sean Shao
				Name:	Sean Shao
				Title:	Director
Accepted and agreed to:
Abax Global Capital (Hong Kong) Limited
By:	/s/  Richard Yee
	Name:	Richard Yee
	Title:	Authorized Signatory

5

EX-99.3

EXHIBIT 3

October 12, 2012

The Board of Directors

Yongye International, Inc.

6th Floor, Suite 608, Xue Yuan International Tower

No. 1 Zichun Road, Haidian District

Beijing, China

Dear Sirs:

Reference is made to the Confidentiality Agreement, dated as of September 4, 2012 (as may be amended, supplemented or otherwise modified from time to time, the “Confidentiality Agreement”) between Abax Global Capital (Hong Kong) Limited (“Abax”) and Yongye International, Inc. (the “Company”).

We are writing to inform you that we are interested in engaging with Mr. Zishen Wu (“Founder”), Full Alliance International Limited (“Full Alliance”) and MSPEA Agriculture Holding Limited (“MSPEA”) in connection with the Transaction.

We hereby request that, notwithstanding anything to the contrary in the Confidentiality Agreement, the Board of Directors of the Company (acting through its Special Committee) grant Abax and its Representatives permission to engage in discussions and negotiations and/or enter into arrangements, understanding or definitive agreements (if any) with Founder, Full Alliance and MSPEA and any of their respective Representatives regarding the Transaction; provided that Abax shall not, and shall direct its Representatives not to, disclose any Confidential Information (except for information covered by clauses (a), (b) and (c) in the definition of the Confidential Information) to Full Alliance and MSPEA and their respective Representatives in violation of the Confidentiality Agreement.

The terms “Representatives”, “Transaction” and “Confidential Information” shall have the meanings set forth in the Confidentiality Agreement.

Except as otherwise expressly set forth above, all terms and conditions of the Confidentiality Agreement are hereby ratified and confirmed and shall remain in full force and effect.

Please confirm your agreement to the foregoing by signing and returning the enclosed copy of this letter.

[Remainder of page intentionally left blank]

Two International | Finance Centre, Suite 6708, 67/F, 8 Finance Street, Central, Hong Kong

	Very truly yours, ABAX GLOBAL CAPITAL (HONG KONG) LIMITED
	By:	/s/ Donald Yang
	Name:		Donald Yang
	Title:		Managing Partner
Acknowledged and agreed to: YONGYE INTERNATIONAL, INC.

By:	/s/ Sean Shao
Name:		Sean Shao
Title:		Director

2

EX-99.4

EXHIBIT 4

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 to the other Parties, in exercising their good faith judgment, are reasonably satisfied with, on or prior to [Date] (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.

(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

2

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 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.

3

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 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 from and after the date of such termination.

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 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

4

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 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]

5

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:	Managing Partner

Abax Global Capital (Hong Kong) Limited
By:	/s/ Donald Yang
	Name:	Donald Yang
	Title:	Managing Partner

6

EX-99.5

EXHIBIT 5

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.

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.

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

4.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.

5.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.

6.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.

7.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, the private equity arm of Morgan Stanley.  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.

8.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.

9.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.

10.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.

2

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]

3

Sincerely,
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:	Managing Partner

Abax Global Capital (Hong Kong) Limited
By:	/s/ Donald Yang
	Name:	Donald Yang
	Title:	Managing Partner

4