SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

April 16, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

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

This Amendment No. 3 (this “Amendment”) amends the Schedule 13D filed 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”) on October 19, 2012, as amended by Amendment No. 1 filed on December 31, 2012 and Amendment No. 2 filed on April 1, 2013 (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 3.                                Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows.

Pursuant to a letter agreement (the “Letter Agreement”) dated April 16, 2013, Abax HK, on behalf of certain of the funds managed and/or advised by it and its nominee entities and its and their affiliates, amended the Amended and Restated Financing Commitment Letter dated April 1, 2013 (as amended, the “Financing Commitment Letter”) to Full Alliance International Limited. Under the Financing Commitment Letter, Abax HK conditionally committed to provide mezzanine debt of US$35 million (the “Mezzanine Debt Financing”), as part of its total proposed mezzanine and equity financing of US$50 million to partially fund the Transaction. Abax HK’s commitment under the Financing Commitment Letter will terminate on the earliest of (a) May 15, 2013; (b) the date that definitive documents with respect to the Mezzanine Debt Financing become effective; and (c) the date the acquisition agreement for the Transaction is terminated. The obligation of Abax HK to provide the Mezzanine Debt Financing is subject to a number of conditions, including without limitation, Abax HK’s completion of its review of and satisfaction in all respect with the audited financial statements of the Company for the fiscal year ended December 31, 2012, the execution of mutually satisfactory definitive documents for the Mezzanine Debt Financing and the resumption of trading of the Issuer’s common stock on the Nasdaq Global Select Market.

The summary of the Letter Agreement herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, attached hereto as Exhibit 1.

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 as follows.

The description of the Financing Commitment Letter in Item 3 of this Amendment is incorporated herein by reference.

11

Item 7.                                Material to Be Filed as Exhibits

The following are filed herewith as exhibits to this Amendment:

Exhibit 1 Letter Agreement amending the Amended and Restated Financing Commitment Letter, from Abax HK to Full Alliance International Limited, dated April 16, 2013.

12

SIGNATURE

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

Dated: April 16, 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

13

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

EX-99.1

EXHIBIT 1

April 16, 2013

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

Ladies and Gentlemen:

Reference is made to the Amended and Restated Commitment Letter, dated April 1, 2013 (the “Commitment Letter”), by and between 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 (the “Commitment Party,” “we” or “us”), and Full Alliance International Limited (“Holdco” or “you”).

The Commitment Letter is hereby amended as follows:

(1)           The following provision is inserted as an additional condition precedent at the end of Section 1 of the Commitment Letter:

“(h)             The common stock of the Acquired Business has resumed trading on the Nasdaq Global Select Market.”

(2)           The first sentence of Section 2 of the Commitment Letter is replaced in its entirety by the following sentence:

“The Commitment Party’s commitment and other obligations set forth in this Commitment Letter will terminate on the earliest of (A) May 15, 2013, (B) the date the Operative Documents become effective and (C) the date the acquisition agreement for the Transaction is terminated (such earliest date, the “Termination Date”).”

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

*           *           *

Please indicate your acceptance of the foregoing by signing and returning one copy of this letter agreement to Chee Kong Chan, Abax Global Capital (Hong Kong) Limited (electronic mail: cheekong.chan@abaxcap.com) at or before 5:00 p.m. (Hong Kong time) on April 17, 2013, the time at which the commitment and other obligations of the Commitment Party as set forth above (if not so accepted prior thereto) will terminate.

[Signature Page Follows]

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 16th day of April, 2013
FULL ALLIANCE INTERNATIONAL LIMITED
By:	/s/ Xingmei Zhong
	Name:	Xingmei Zhong
	Title:	Director