0001144204-13-060723.txt : 20131113 0001144204-13-060723.hdr.sgml : 20131113 20131113062122 ACCESSION NUMBER: 0001144204-13-060723 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131113 DATE AS OF CHANGE: 20131113 GROUP MEMBERS: WU ZISHEN GROUP MEMBERS: ZHONG XINGMEI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Yongye International, Inc. CENTRAL INDEX KEY: 0001398551 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 208051010 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84050 FILM NUMBER: 131212442 BUSINESS ADDRESS: STREET 1: 6TH FLR, STE 608 XUE YUAN INT'L TOWER STREET 2: NO. 1 ZHICHUN ROAD,HAIDIAN DISTRICT, CITY: BEIJING, STATE: F4 ZIP: 000000 BUSINESS PHONE: 86-10-8232-8866 MAIL ADDRESS: STREET 1: 6TH FLR, STE 608 XUE YUAN INT'L TOWER STREET 2: NO. 1 ZHICHUN ROAD,HAIDIAN DISTRICT, CITY: BEIJING, STATE: F4 ZIP: 000000 FORMER COMPANY: FORMER CONFORMED NAME: Yongye Biotechnology International, Inc. DATE OF NAME CHANGE: 20080415 FORMER COMPANY: FORMER CONFORMED NAME: Golden Tan, Inc DATE OF NAME CHANGE: 20070504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Full Alliance International LTD CENTRAL INDEX KEY: 0001437689 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: RM 1701, WING TUCK COMMERCIAL CENTRE STREET 2: 183 WING LOK STREET CITY: SHEUNG WAN STATE: K3 ZIP: 00000 BUSINESS PHONE: 63869886 MAIL ADDRESS: STREET 1: RM 1701, WING TUCK COMMERCIAL CENTRE STREET 2: 183 WING LOK STREET CITY: SHEUNG WAN STATE: K3 ZIP: 00000 SC 13D/A 1 v360194_sc13da.htm FORM SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

YONGYE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value US$0.001 per share

(Title of Class of Securities)

98607B106

(CUSIP Number)

Zhong Xingmei

Full Alliance International Limited

Room 1701, Wing Tuck Commercial Centre,

183 Wing Lok Street

Sheung Wan, Hong Kong

+(852) 2572 3986

Wu Zishen

c/o Yongye International, Inc.

Suite 608, Xue Yuan International Tower,

No. 1 Zhichun Road, Haidian District

Beijing, People’s Republic of China

+(86) 10 8232 8866

With a copy to:

Peter X. Huang

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1, Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

+(86) 10 6535-5599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 6, 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. ¨

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).

Page 2 of 7

CUSIP No.

98607B106

1.	NAME OF REPORTING PERSON: Full Alliance International Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS BK, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 7,657,704
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 7,657,704
	10.	SHARED DISPOSITIVE POWER 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,657,704
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x¹
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%²
14.	TYPE OF REPORTING PERSON CO

Excludes 555,000 shares of Company Common Stock directly owned by Mr. Wu, 2,030,000 shares of Company Common Stock beneficially owned by Prosper Sino Development Limited, and 8,814,632 shares of Company Common Stock beneficially owned by MSPEA.

Percentage calculated based on 57,371,805 shares of Common Stock outstanding on a fully-diluted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.

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CUSIP No.

98607B106

1.	NAME OF REPORTING PERSON: Zhong Xingmei
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS BK, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 7,657,704
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 7,657,704

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,657,704
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x¹
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3%²
14.	TYPE OF REPORTING PERSON IN

Percentage calculated based on 57,371,805 shares of Common Stock outstanding on a fully-diluted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.

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CUSIP No.

98607B106

1.	NAME OF REPORTING PERSON: Wu Zishen
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS BK, PF, OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 555,000
	8.	SHARED VOTING POWER 600,000¹
	9.	SOLE DISPOSITIVE POWER 555,000
	10.	SHARED DISPOSITIVE POWER 600,000¹

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,155,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x²
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%³
14.	TYPE OF REPORTING PERSON IN

Held in trust by Prosper Sino Development Limited for the benefit of family members of Mr. Wu.

Excludes 7,657,704 shares of Company Common Stock beneficially owned by Full Alliance and Ms. Zhong, 1,430,000 shares of Company Common Stock held in trust by Prosper Sino Development Limited for the benefit of family members of certain current and former directors and members of the Company’s management (other than Mr. Wu), and 8,814,632 shares of Company Common Stock beneficially owned by MSPEA.

Percentage calculated based on 57,371,805 shares of Common Stock outstanding on a fully-diluted basis as of August 7, 2013, as set forth in the Issuer’s Form 10-Q dated August 9, 2013.

Page 5 of 7

This amendment No. 5 (“Amendment No. 5”) relates to the common stock, par value $0.001 per share (the “Company Common Stock”), of Yongye International, Inc., a Nevada corporation (the “Company” or the “Issuer”). This Amendment No. 5 is being filed jointly by Full Alliance International Limited (“Full Alliance”), Zhong Xingmei (“Ms. Zhong”), and Wu Zishen (“Mr. Wu,” together with Full Alliance and Ms. Zhong, the “Reporting Persons”) to amend and supplement the Items set forth below of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2012 (as amended by amendment No. 1 to the Schedule 13D filed on December 28, 2012, amendment No. 2 to the Schedule 13D filed on May 16, 2013, amendment No. 3 to the Schedule 13D filed on September 24, 2013, and amendment No. 4 to the Schedule 13D filed on October 15, 2013, the “Schedule 13D”). Except as provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

With respect to each of the Reporting Persons, the cover pages of this Amendment No. 5 are incorporated by reference, as if set forth in their entirety.

As of the date of this Schedule 13D, Mr. Wu beneficially owns 1,155,000 shares of Company Common Stock, representing 2.3% of the shares of Common Stock outstanding on an as-converted basis of the Company, of which 555,000 shares are held directly by Mr. Wu and 600,000 shares have been contributed to Prosper Sino Development Limited, to be held by Prosper Sino Development Limited for the benefit of Mr. Wu’s family. Prosper Sino Development Limited was established solely for the purposes of holding shares of Company Common Stock in trust and for the benefit of the family members of certain current and former directors and members of the Company’s management, including Mr. Wu.

Page 6 of 7

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2013

	ZHONG XINGMEI

		/s/ Zhong Xingmei
	Name:	Zhong Xingmei


	FULL ALLIANCE INTERNATIONAL LIMITED


	By:	/s/ Zhong Xingmei
	Name:	Zhong Xingmei
	Title:	Director


	WU ZISHEN

		/s/ Wu Zishen
	Name:	Wu Zishen

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