YONGYE INTERNATIONAL, INC.
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(Name of Issuer)
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Common Stock, Par Value $0.001
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(Title of Class of Securities)
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98607B106
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(CUSIP Number)
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Richard Yee
Abax Global Capital (Hong Kong) Limited
Two International Finance Centre
Suite 6708, 8 Finance Street, Central
Hong Kong
(852) 3602 1800
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With copies to:
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Akiko Mikumo
Weil, Gotshal & Manges, LLP
29/F, Alexandra House
18 Chater Road, Central
Hong Kong
(852) 3476 9000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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April 1, 2013
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(Date of Event Which Requires Filing of this Statement)
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*
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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.
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CUSIP No.
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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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
Exhibit 1
|
Amended and Restated Financing Commitment Letter, by and between Abax HK and Full Alliance International Limited, dated April 1, 2013.
|
ABAX LOTUS LTD.
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name:
|
Xiang Dong Yang
|
|
Title:
|
Director
|
|
ABAX GLOBAL OPPORTUNITIES FUND
|
||
By:
|
/s/ Xiang Dong Yang
|
|
Name:
|
Xiang Dong Yang
|
|
Title:
|
Director
|
|
ABAX UPLAND FUND, LLC
|
||
By:
|
ABAX CLAREMONT LTD. in its capacity as Managing Member
|
|
By:
|
/s/ Xiang Dong Yang
|
|
Name:
|
Xiang Dong Yang
|
|
Title:
|
Director
|
|
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
|
|
Full Alliance International Limited
|
|
c/o Suite 608, Xueyuan International Tower
|
|
No. 1 Zhichun Road
|
|
Haidian District
|
|
Beijing, China 100083
|
Attention:
|
Mr. Zishen Wu
|
|
Ms. Xingmei Zhong
|
Very truly yours,
|
||||
ABAX GLOBAL CAPITAL (HONG KONG)
LIMITED
|
||||
|
By:
|
/s/ Donald Yang | ||
Name: | Donald Yang | |||
Title: | Managing Partner and Chief Investment Officer |
ACCEPTED and agreed to
this 1st day of April, 2013
|
|||
FULL ALLIANCE INTERNATIONAL LIMITED
|
|||
By:
|
/s/ Xingmei Zhong | ||
Name: | Xingmei Zhong | ||
Title: | Director |